SBA Communications (SBAC) 10-K risk factor changes: FY2023 vs FY2022

We currently expect that this churn will represent an aggregate of between [removed: $140.0] [added: $125.0] million and [removed: $190.0] [added: $150.0] million of cash site leasing revenue [added: from 2024] through 2028.

We [added: currently] expect this sale to result in churn of between [removed: $23.0] [added: $13.0] million and [removed: $33.0] [added: $23.0] million (including churn on our [removed: recently] acquired sites from Grupo TorreSur (“GTS”)).

While our leases with Oi have an average of [removed: six] [added: five] years remaining on the current term, we expect that churn associated with these leases could occur sooner than the current term end dates depending upon negotiations with each of the carriers.

[removed: We depend] [added: We depend] on a relatively small number of customers for most of our revenue, and the loss, consolidation or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition.

In the United States and our international markets, each site leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five years to [removed: 15] [added: fifteen] years with multiple renewal periods at the option of the tenant.

However, if any of our significant site leasing customers were to experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space on our sites and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely [removed: affected.]

[added: If DISH Wireless is unable] to successfully build-out its wireless network or is unable to successfully compete for customers once its network is built out, then our dependence on the three U.S. wireless service providers for our financial and operational growth will be exacerbated.

| Percentage of Total Revenues | | | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] |

| T-Mobile | | | | [removed: 36.4%] [added: 32.5%] | | [removed: 36.2%] [added: 36.4%] | | [removed: 34.5%] [added: 36.2%] |

| AT&T Wireless | | | | [removed: 19.6%] [added: 19.5%] | | [removed: 22.2%] [added: 19.6%] | | [removed: 24.1%] [added: 22.2%] |

| Verizon Wireless | | | | [removed: 14.5%] [added: 14.6%] | | [removed: 14.7%] [added: 14.5%] | | [removed: 14.1%] [added: 14.7%] |

| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] |

| T-Mobile | | | | [removed: 40.6%] [added: 40.2%] | | [removed: 40.2%] [added: 40.6%] | | [removed: 40.5%] [added: 40.2%] |

| AT&T Wireless | | | | [removed: 29.0%] [added: 28.6%] | | [removed: 30.5%] [added: 29.0%] | | [removed: 32.2%] [added: 30.5%] |

| Verizon Wireless | | | | [removed: 20.1%] [added: 19.7%] | | [removed: 19.8%] [added: 20.1%] | | [removed: 18.5%] [added: 19.8%] |

| Percentage of International Site Leasing Revenue | | | | [removed: 2022] [added: 2023] (1) | | [removed: 2021] [added: 2022 (1)] | | [removed: 2020] [added: 2021] |

| Telefonica | | | | [removed: 20.7%] [added: 22.5%] | | [removed: 16.3%] [added: 20.7%] | | [removed: 18.1%] [added: 16.3%] |

| Claro | | | | [removed: 19.0%] [added: 20.2%] | | [removed: 13.7%] [added: 19.0%] | | [removed: 14.5%] [added: 13.7%] |

| TIM | | | | [removed: 17.3%] [added: 15.7%] | | [removed: 7.2%] [added: 17.3%] | | [removed: 7.0%] [added: 7.2%] |

| Oi S.A. | | | | [removed: 3.9%] [added: 3.5%] | | [removed: 28.3%] [added: 3.9%] | | [removed: 28.7%] [added: 28.3%] |

| Percentage of Site Development Revenue | | | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] |

| T-Mobile | | | | [removed: 80.1%] [added: 71.5%] | | [removed: 78.2%] [added: 80.1%] | | [removed: 66.8%] [added: 78.2%] |

Pursuant to the terms of our Credit Agreement, the interest rate that we pay on indebtedness incurred under the Revolving Credit Facility and the Term Loans varies based on a fixed margin over either a base rate or a Eurodollar rate which references the [removed: LIBOR] [added: SOFR] rate.

As of December 31, [removed: 2022,] [added: 2023,] this indebtedness represented approximately [removed: $3.0] [added: $2.4] billion, or [removed: 23.3%] [added: 19.8%] of our total indebtedness.

Interest rates, including [removed: LIBOR and] SOFR, fluctuate periodically and as such may increase in future periods.

Due to inflationary pressures on the U.S. economy and governmental action to combat inflation, interest rates have risen significantly in the past [removed: 12 months,] [added: two years,] and [removed: it appears likely that] interest rates [removed: will increase during 2023 and] may [removed: continue to increase,] [added: increase in the future,] which will likely increase our interest expense on our variable rate indebtedness and decrease our net income.

In addition, [removed: the] increasing interest rates may result in higher interest expense on our current fixed rate indebtedness upon a refinancing.

[removed: As of December 31, 2022,] [added: Throughout 2023,] we had interest rate swaps on a portion of our 2018 Term Loan that fixed $1.95 billion in notional value receiving interest at [removed: one-month] [added: (i) one month] LIBOR plus 175 basis points and paying [added: an all-in fixed rate of 1.874% per annum through July 31, 2023 and (ii) one month Term SOFR plus 185 basis points (inclusive of] a [added: credit spread adjustment (“CSA”) of 0.10%) and paying an all-in] fixed rate of [removed: 1.874%.][added: 1.900% per annum from August 1, 2023 through March 31, 2025.]

The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| Total principal amount of indebtedness | | $ | [removed: 12,952,000] [added: 12,388,000] | | $ | [removed: 12,396,000] [added: 12,952,000] |

| Shareholders' deficit | | $ | [removed: (5,276,315)] [added: (5,170,882)] | | $ | [removed: (5,283,404)] [added: (5,276,315)] |

[removed: However, competitive pricing pressures] [added: Competition] for [removed: tenants on towers from competitors could] [added: tenants, whether or not resulting in master lease agreements, may] materially and adversely affect our lease rates or lead to [removed: non-renewals] [added: non-renewal] of existing leases.

However, as a result of consolidation in the tower industry, there are fewer of these [removed: mid-sized] tower transactions available, and there is more competition to acquire existing towers.

Increased competition for acquisitions may result in fewer acquisition opportunities for us, higher acquisition prices, and increased difficulty in negotiating and [added: acquiring such towers.]

Due to these risks, it may take longer to complete our new tower builds than anticipated, domestically and internationally, and the costs of constructing these towers may be higher than we expect, or we may not be able to add as many towers as planned in [removed: 2023.][added: 2024.]

The site leasing revenues generated by our international operations were approximately [removed: 21.2%] [added: 24.7%] of our total revenues during the year ended December 31, [removed: 2022,] [added: 2023,] and we anticipate that our revenues from our international operations will continue to grow in the future.

Accordingly, our business is and will [removed: in the future] be subject to risks associated with doing business internationally, including:

- laws and regulations that dictate how we operate our towers and conduct [removed: business,] [added: business and which may be uncertain, be inconsistent or adversely change,] including [added: those relating to] zoning, [added: construction,] maintenance and environmental matters, and laws related to ownership of real property;

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 14.3%] [added: 15.2%] of our tenant leases in our international markets include fixed escalators.

[removed: Our operations in] [added: In] Ecuador, El Salvador, Guatemala, Nicaragua, and [removed: Panama] [added: Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities] are [removed: primarily] denominated in U.S. [removed: Dollars.][added: dollars.]

The range excludes the impact of $10.0 million in churn related to TIM experienced in 2023.

Our growth projections are based on our beliefs regarding future revenue from these customers, and such projections could be adversely affected by the loss, consolidation or financial instability of these customers.

affected.

For example, in 2023 Oi entered into its second judicial recovery process related to Oi’s wireline business due to financial difficulties.

Oi’s wireline business and their concession rights from the Federal Republic of Brazil to the land underneath 2,113 of our towers continue to be subject to the judicial recovery process.

We currently have approximately $24 million in annual revenue from Oi’s wireline business, which is principally contractually committed through 2048.

It is unclear the extent to which the judicial recovery process may affect the amount, term or timing of the remaining Oi wireline revenue or our rights to the land underlying the affected towers.

Additionally, as a result of the Oi restructuring discussed above, our operations in Brazil are significantly dependent on three wireless service providers.

| Verizon Wireless | | | | 16.8% | | 7.8% | | 3.3% |

Increasing interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at historic levels to expand their networks, which would adversely affect our future revenue growth rates.

For example, certain providers have said they expect to decrease capital expenditures in 2024.

On January 25, 2024, we issued a new $2.3 billion, seven-year, senior secured Term Loan B (“2024 Term Loan”) which replaced the 2018 Term Loan.

Including the impact of the interest rate swap, the 2024 Term Loan receives interest at one month Term SOFR plus 200 basis points and pays an all-in fixed rate of 2.050% per annum from January 25, 2024 through March 31, 2025.

On November 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum.

The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

| | | 2023 | | | 2022 | |

However, competitive pricing pressure for tenants on towers from our competitors have and may in the future result in us entering into master lease agreements that may impact certain terms of existing or future individual site lease agreements.

Terms that may be impacted include pricing discounts, term concessions, and equipment rights.

In addition, a slowdown may increase competition in the tower industry which may in turn increase our exposure to the risks described herein.

- our ability to negotiate, and enforce, leases or other contracts on similar terms as that of our U.S. operations;

Subsequent to year end, we repaid an additional $15.0 million under our intercompany loan agreements.

Further, for various reasons, title to property interests in some of the foreign jurisdictions in which we operate may not be as certain as title to our property interests in the United States.

Of these 3,868 towers, 2,113 towers are located on land that is subject to a concession with Oi from the Federal Republic of Brazil with respect to which we have negotiated a right of first refusal.

As discussed above, in 2023 Oi entered into its second judicial recovery process related to its wireline business due to financial difficulties and their concession rights to the land underneath 2,113 of our towers continues to be subject to the recovery process.

It is unclear the extent to which the recovery process may affect our rights to the land underlying the affected towers.

Effective December 31, 2023, Jeffrey A.

Stoops retired from his position as President and Chief Executive Officer, and Brendan T.

Marc Montagner assumed the position of Executive Vice President and Chief Financial Officer, which was previously held by Mr. Cavanagh.

Additionally, Jason Silberstein, our Executive Vice President, Site Leasing, will retire effective August 1, 2024.

In our international operations, the impact of zoning, permitting, and related regulations and

This range excludes penalties and interest, which as of such date would have been $104.6 million.

communications services.

In addition, we may incur a 100%

If DISH Wireless is unable

| | | 2022 | | | 2021 | |

For example, DISH Wireless has stated that it expects capital expenditures for its 5G network deployment to total approximately $10.0 billion.

The ability and willingness of wireless services providers to maintain or increase capital expenditures may be adversely affected by macroeconomic conditions, such as increases in interest rates and inflation, as well as the impact of governmental steps taken to combat inflation.

The discontinuation of LIBOR could adversely affect our operating results and financial condition.

LIBOR has been the subject of recent proposals for reform.

The ICE Benchmark Administration Limited (“IBA”) ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and intends to cease all other tenors on June 30, 2023.

These reforms caused the establishment of the U.S. Federal Reserve of New York’s ARRC working group, which proposed to replace U.S. dollar LIBOR with the Secured Overnight Financing Rate (SOFR), which is calculated based on repurchase agreements entered into with the Federal Reserve which are fully secured by U.S. treasury securities.

This alternative rate, or a rate similar to SOFR, would be used to calculate our interest rates and/or payments on our variable rate indebtedness under our Credit Agreement, which matures beyond 2023.

Any new interest rate may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been applicable to our obligations if

LIBOR was available in its current form.

As such, the potential long-term effect of any such event is uncertain, but our cost of capital, financial results, cash flows, and results of operations might be adversely affected.

Our interest rate expense could increase as a result of the transition from LIBOR to an alternative reference rate.

While we have amended our Revolving Credit Facility to provide mechanics relating to the replacement of LIBOR by an alternative benchmark rate, it is unclear the extent to which the alternative benchmark rates will be as predictable as LIBOR or if such rates will be more expensive or more volatile than LIBOR.

Consequently, post termination of LIBOR, our variable rate indebtedness may be at interest rates that are higher than the interest rates that would have been applicable to our obligations if LIBOR was available in its current form.

Furthermore, as a result of the termination of LIBOR, the interest rate on our interest rate swaps may not exactly conform to whatever new fallback interest rate is utilized under our Credit Agreement.

Moreover, if an entirely different interest rate is utilized for our Credit Agreement than the fallback rate on our interest rate swap, we may need to unwind our swap agreement and enter into a new swap agreement which would result in us incurring breakage costs on our existing swap agreement which we would need to pay to the swap agreement provider and those costs may be significant.

If the fallback LIBOR rate under our interest rate swaps differs from the fallback LIBOR rate under our Credit Agreement but we keep our swap agreement outstanding, our interest rate swaps would be at least partially ineffective as a hedge and could require us to mark-to-market the ineffective portion of the interest rate swap through our income statement, although FASB has stated that it is expected to grant temporary relief at the outset of the termination of LIBOR from marking-to-market the ineffective portion of swap agreements should a portion of the swap agreement become ineffective due to the fallback to a rate that is different than the LIBOR fallback rate under the swap agreements.

However, if this temporary relief should end while our swap agreement and Credit Agreement were still outstanding and utilizing different interest rates, it may have an adverse impact on our income statement.

consummating agreements to acquire such towers.

At the time we acquired 2,113 of these towers from Oi, we also entered into a right of first refusal to purchase such land to the extent that the Brazilian regulations permit those assets to be sold.

challenging to analyze and verify all relevant information with respect to the assets being acquired.

We are required to maintain certain financial ratios under the Senior Credit Agreement.

If any default

Effective December 31, 2022, two of our senior executive officers retired and were replaced with internal executives, and on February 21, 2023, we announced that Jeffrey A.

Stoops, our President and Chief Executive Officer, would retire effective December 31, 2023 and that Brendan T.

We may be subject to potentially significant fines,

creation of reserves or required debt or amortization payments.

If we continue our international expansion, we

may have additional TRS assets and operations subject to such taxes.

Our primary business line is our site leasing business, which contributed [removed: 96.2%] [added: 97.4%] of our total segment operating profit for the year ended December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] we owned [removed: 39,311] [added: 39,618] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of December 31, [removed: 2022,] [added: 2023,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2022.][added: 2023.]

In addition, as of December 31, [removed: 2022,] [added: 2023,] approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

We derive site leasing revenues from all the major carriers in each of the [removed: 16] [added: 15] countries in which we operate.

Our tenant leases are either [added: (1)] individual [added: tenant site] leases by tower site or [added: (2)] governed by master lease [removed: agreements,] [added: agreements] which provide for the material terms and conditions that will [removed: govern the terms of the use of the site.][added: apply to multiple sites; although, in most cases, each individual site under a master lease agreement is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.]

Our tenant leases are generally for an initial term of five years to [removed: 15] [added: fifteen] years with multiple renewal periods at the option of the tenant.

Our tenant leases [added: typically] either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 70%] [added: 71%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our [removed: new build] activities are denominated in U.S. dollars.

In [removed: Argentina,] Colombia, Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

| total operating profit | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | |

| Domestic site leasing | | | [removed: 77.0%] [added: 75.2%] | | | [removed: 80.7%] [added: 77.0%] | | | [removed: 81.0%] [added: 80.7%] |

| International site leasing | | | [removed: 19.2%] [added: 22.2%] | | | [removed: 16.7%] [added: 19.2%] | | | [removed: 17.4%] [added: 16.7%] |

| Total site leasing | | | [removed: 96.2%] [added: 97.4%] | | | [removed: 97.4%] [added: 96.2%] | | | [removed: 98.4%] [added: 97.4%] |

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to [removed: when] a [removed: customer does not renew its] lease [added: that is non-renewed, cancelled,] or [removed: cancels its lease] [added: discounted] prior to the end of its term) other than in connection with customer consolidation or cessations of specific technology.

During [removed: 2023,] [added: 2024,] we expect organic site leasing revenue in both our domestic and international segments to increase over [removed: 2022] [added: 2023] levels due in part to wireless carriers deploying unused spectrum.

[removed: Furthermore, because our towers are strategically] positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

We currently expect that this churn will represent an aggregate of between [removed: $140.0] [added: $125.0] million and [removed: $190.0] [added: $150.0] million of cash site leasing revenue [added: from 2024] through 2028.

[added: The impact and any associated risks related to these policies on our] business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results.

For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2022,] [added: 2023,] included herein.

Management bases its estimates on historical experience and on various other [removed: assumptions that are believed to be reasonable under the circumstances.]

Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which are generally five years to [removed: 15] [added: fifteen] years.

Revenue from site leasing represents [removed: 89%] [added: 93%] of our total revenue for the year ended December 31, [removed: 2022.][added: 2023.]

The site development segment represents approximately [removed: 11%] [added: 7%] of our total revenues for the year ended December 31, [removed: 2022.][added: 2023.]

The accounts receivable balance for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] was [removed: $184.4] [added: $182.7] million and [removed: $102.0] [added: $184.4] million, respectively, of which [removed: $59.6] [added: $32.3] million and [removed: $24.6] [added: $59.6] million related to the site development segment, respectively.

[added: Therefore, we estimate the] incremental borrowing rate to discount lease payments based on the lease term and lease currency.

Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the [added: 2018 Term Loan,] Revolving Credit [removed: Facility.][added: Facility, and the interest rate swap.]

| | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | Currency Impact | | | Currency Change | | | % Change | |

Domestic site leasing revenues increased [removed: $96.2] [added: $69.0] million for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments [added: (due in part to the new MLA with AT&T)] for additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from [removed: 873] [added: 135] towers acquired [removed: (including wireless tenant][added: and 22 towers built since January 1, 2022, partially offset by lease non-renewals.]

International site leasing revenues increased [removed: $136.3] [added: $111.4] million for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the prior year.

On a constant currency basis, international site leasing revenues increased [removed: $131.8] [added: $109.4] million.

These changes were primarily due to (1) revenues from [removed: 4,908] [added: 3,301] towers acquired (including [removed: 1,445 towers from Airtel Tanzania and] 2,632 sites from GTS in Brazil) and [removed: 777] [added: 779] towers built since January 1, [removed: 2021,] [added: 2022,] (2) an increase in reimbursable pass-through expenses due primarily to increases in [removed: Tanzania fuel and energy pass-through costs and] consumer price index escalators on our ground leases, and (3) organic site leasing growth from new leases, amendments, and contractual escalators, partially offset by lease non-renewals.

Site leasing revenue in Brazil represented [removed: 12.8%] [added: 15.6%] of total site leasing revenue for the period.

Site development revenues [removed: increased $92.1] [added: decreased $102.2] million for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to [added: the] prior year, as a result of [removed: increased] [added: decreased] carrier activity driven primarily by [removed: T-Mobile, Verizon Wireless,] [added: T-Mobile] and DISH [added: Wireless, partially offset by an increase in activity from Verizon] Wireless.

Domestic site leasing segment operating profit increased [removed: $90.7] [added: $64.5] million for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, [removed: 2021 and] [added: 2022, (2)] organic site leasing growth as noted above, [removed: (2)] [added: and (3)] continued control of our site leasing cost of [removed: revenue, and (3) the positive impact of our ground lease purchase program.][added: revenue.]

International site leasing segment operating profit increased [removed: $82.5] [added: $88.8] million for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased [removed: $79.0] [added: $86.7] million.

These changes were primarily due to [added: (1)] additional profit generated by [removed: (1)] towers acquired and built since January 1, [removed: 2021] [added: 2022] and [added: (2)] organic site leasing growth as noted [removed: above and (2) the positive impact of our ground lease purchase program, partially offset by our increased site leasing cost of revenues largely as a result of our new site additions and expansion into new markets.][added: above.]

Site development segment operating profit [removed: increased $28.3] [added: decreased $19.2] million for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the prior year, as a result of [removed: increased] [added: decreased] carrier activity driven primarily by [removed: T-Mobile, Verizon Wireless,] [added: T-Mobile] and DISH [added: Wireless, partially offset by an increase in activity from Verizon] Wireless.

Furthermore, because our towers are strategically

assumptions that are believed to be reasonable under the circumstances.

Our significant accounting policies are described in Note 2 of our Consolidated Financial Statements included in this annual report.

There have been no material changes to our significant accounting policies during the year ended December 31, 2023.

We are in the process of reviewing the remaining estimated useful lives of our towers and intangible assets and are considering, for U.S. GAAP purposes, whether we should modify our current estimates for asset lives based on our historical operating experience.

We have retained an independent consultant to assist in completing this review and analysis.

We currently depreciate our towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which we have historically estimated to be 15 years.

Additionally, certain of our intangible assets are amortized on a similar basis to our tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers.

If we conclude that a revision in the estimated useful lives of our towers and intangible assets is appropriate based on our review and analysis, we will account for any changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change.

Based on preliminary information obtained to date, we expect that our estimated asset lives may be extended, which would result in prospective (i) decreases in depreciation and amortization and (ii) increases in the right of use asset and operating lease liability, and such changes could be material to future depreciation and amortization and our consolidated results of operations.

We expect to conclude our analysis in the first quarter of 2024.

To determine the lease term, we consider all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of our tenants under the existing lease arrangements on such site.

On June 21, 2023, we amended our interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023.

We have elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship, allowing us to continue applying hedge accounting to our cash flow hedge.

On July 3, 2023, we amended our 2018 Term Loan and our Revolving Credit Facility to use Term SOFR as the benchmark rate.

The transition from LIBOR to Term SOFR did not have a material impact on the consolidated financial statements.

| Domestic site leasing | | $ | 1,846,554 | | $ | 1,777,593 | | $ | — | | $ | 68,961 | | | 3.9% |

| International site leasing | | | 670,381 | | | 558,982 | | | 1,978 | | | 109,421 | | | 19.6% |

| Site development | | | 194,649 | | | 296,879 | | | — | | | (102,230) | | | (34.4%) |

| Total | | $ | 2,711,584 | | $ | 2,633,454 | | $ | 1,978 | | $ | 76,152 | | | 2.9% |

| Domestic site leasing | | $ | 268,572 | | $ | 264,149 | | $ | — | | $ | 4,423 | | | 1.7% |

| International site leasing | | | 204,115 | | | 181,536 | | | (129) | | | 22,708 | | | 12.5% |

| Site development | | | 139,935 | | | 222,965 | | | — | | | (83,030) | | | (37.2%) |

| Total | | $ | 612,622 | | $ | 668,650 | | $ | (129) | | $ | (55,899) | | | (8.4%) |

| Domestic site leasing | | $ | 1,577,982 | | $ | 1,513,444 | | $ | — | | $ | 64,538 | | | 4.3% |

| International site leasing | | | 466,266 | | | 377,446 | | | 2,107 | | | 86,713 | | | 23.0% |

| Site development | | | 54,714 | | | 73,914 | | | — | | | (19,200) | | | (26.0%) |

| | | 2023 | | | 2022 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 121,782 | | $ | 122,532 | | $ | — | | $ | (750) | | | (0.6%) |

| International site leasing | | | 66,619 | | | 62,911 | | | (242) | | | 3,950 | | | 6.3% |

| Total site leasing | | $ | 188,401 | | $ | 185,443 | | $ | (242) | | $ | 3,200 | | | 1.7% |

| Site development | | | 21,316 | | | 22,911 | | | — | | | (1,595) | | | (7.0%) |

| Other | | | 58,219 | | | 53,499 | | | — | | | 4,720 | | | 8.8% |

| Total | | $ | 267,936 | | $ | 261,853 | | $ | (242) | | $ | 6,325 | | | 2.4% |

Acquisition and New Business Initiatives Related Adjustments and Expenses:

| | | 2023 | | | 2022 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 10,725 | | $ | 13,280 | | $ | — | | $ | (2,555) | | | (19.2%) |

| International site leasing | | | 10,946 | | | 13,527 | | | (141) | | | (2,440) | | | (18.0%) |

| Total | | $ | 21,671 | | $ | 26,807 | | $ | (141) | | $ | (4,995) | | | (18.6%) |

Acquisition and new business initiatives related adjustments and expenses decreased $5.1 million for the year ended December 31, 2023, as compared to the prior year.

The impact and any associated risks related to these policies on our

In making the determination of the period for which we are reasonably certain to remain on the site, we will assume optional renewals are reasonably certain of being exercised for the greater of: (1) a period sufficient to cover all tenants under their current committed term where we have provided rights to the tower not to exceed the contractual ground lease terms including renewals and (2) a period sufficient to recover the investment of significant leasehold improvements located on the site.

Therefore, we estimate the

ASU 2020-04, ASU 2021-01, and ASU 2022-06, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

An entity may elect to apply the amendments prospectively through December 31, 2024.

The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023.

On July 7, 2021, we amended our Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

As of December 31, 2022, we have not modified any other contracts as a result of reference rate reform and are evaluating the impact this standard may have on our consolidated financial statements.

| Domestic site leasing | | $ | 1,777,593 | | $ | 1,681,372 | | $ | — | | $ | 96,221 | | | 5.7% |

| International site leasing | | | 558,982 | | | 422,715 | | | 4,432 | | | 131,835 | | | 31.2% |

| Site development | | | 296,879 | | | 204,747 | | | — | | | 92,132 | | | 45.0% |

| Total | | $ | 2,633,454 | | $ | 2,308,834 | | $ | 4,432 | | $ | 320,188 | | | 13.9% |

| Domestic site leasing | | $ | 264,149 | | $ | 258,612 | | $ | — | | $ | 5,537 | | | 2.1% |

| International site leasing | | | 181,536 | | | 127,779 | | | 880 | | | 52,877 | | | 41.4% |

| Site development | | | 222,965 | | | 159,093 | | | — | | | 63,872 | | | 40.1% |

| Total | | $ | 668,650 | | $ | 545,484 | | $ | 880 | | $ | 122,286 | | | 22.4% |

| Domestic site leasing | | $ | 1,513,444 | | $ | 1,422,760 | | $ | — | | $ | 90,684 | | | 6.4% |

| International site leasing | | | 377,446 | | | 294,936 | | | 3,552 | | | 78,958 | | | 26.8% |

| Site development | | | 73,914 | | | 45,654 | | | — | | | 28,260 | | | 61.9% |

licenses on 719 utility transmission structures from the PG&E transaction) and 19 towers built since January 1, 2021, partially offset by lease non-renewals.

| Domestic site leasing | | $ | 102,619 | | $ | 115,458 | | $ | — | | $ | (12,839) | | | (11.1%) |

| International site leasing | | | 62,911 | | | 37,768 | | | (712) | | | 25,855 | | | 68.5% |

| Total site leasing | | $ | 165,530 | | $ | 153,226 | | $ | (712) | | $ | 13,016 | | | 8.5% |

| Site development | | | 22,911 | | | 20,636 | | | — | | | 2,275 | | | 11.0% |

| Other | | | 73,412 | | | 46,167 | | | — | | | 27,245 | | | 59.0% |

| Total | | $ | 261,853 | | $ | 220,029 | | $ | (712) | | $ | 42,536 | | | 19.3% |

The decrease in Domestic site leasing (which has been allocated to International site leasing and Other selling, general, and administrative expenses) was primarily due to changes in our internal cost allocations.

‎

| Domestic site leasing | | $ | 33,880 | | $ | 20,135 | | $ | — | | $ | 13,745 | | | 68.3% |

| International site leasing | | | 9,280 | | | 12,763 | | | (184) | | | (3,299) | | | (25.8%) |

| Total site leasing | | $ | 43,160 | | $ | 32,898 | | $ | (184) | | $ | 10,446 | | | 31.8% |

| Other | | | — | | | 146 | | | — | | | (146) | | | (100.0%) |

| Total | | $ | 43,160 | | $ | 33,044 | | $ | (184) | | $ | 10,300 | | | 31.2% |

These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers due in part to increased churn from Sprint.

| Domestic site leasing | | $ | 489,072 | | $ | 514,234 | | $ | — | | $ | (25,162) | | | (4.9%) |

| International site leasing | | | 209,563 | | | 177,059 | | | 1,810 | | | 30,694 | | | 17.3% |

| Site development | | | 2,521 | | | 2,295 | | | — | | | 226 | | | 9.8% |

| Other | | | 6,420 | | | 6,573 | | | — | | | (153) | | | (2.3%) |

The following table presents the future principal payment obligations, fair values, and interest payments associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, [removed: 2022:][added: 2023:]

| | | [removed: 2023 | | |] 2024 | | | 2025 | | | 2026 | | | 2027 | | | [added: 2028 | | |] Thereafter | | | Total | | | Fair Value | |

| Revolving Credit Facility [added: (1)] | | $ | — | | $ | — | | $ | [removed: —] [added: 180,000] | | $ | [removed: 720,000] [added: —] | | $ | — | | $ | — | | $ | [removed: 720,000] [added: 180,000] | | $ | [removed: 720,000] [added: 180,000] |

| 2018 Term Loan [added: (1)] | | | 24,000 | | | [removed: 24,000] [added: 2,244,000] | | | [removed: 2,244,000] [added: —] | | | — | | | — | | | — | | | [removed: 2,292,000] [added: 2,268,000] | | | [removed: 2,280,540] [added: 2,273,670] |

| 2014-2C Tower Securities [removed: (1)] [added: (2)] | | | [removed: —] [added: 620,000] | | | [removed: 620,000] [added: —] | | | — | | | — | | | — | | | — | | | 620,000 | | | [removed: 598,480] [added: 606,540] |

| 2019-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | — | | | — | | | 1,165,000 | | | [removed: 1,095,776] [added: 1,115,313] |

| 2020-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | [removed: —] [added: 750,000] | | | [removed: 750,000] [added: —] | | | — | | | — | | | 750,000 | | | [removed: 665,633] [added: 682,350] |

| 2020-2C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | — | | | — | | | [removed: —] [added: 600,000] | | | [removed: 600,000] [added: —] | | | 600,000 | | | [removed: 506,574] [added: 520,530] |

| 2021-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | — | | | 1,165,000 | | | [removed: 991,705] [added: 1,015,437] |

| 2021-2C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | — | | | [removed: —] [added: 895,000] | | | [removed: 895,000] [added: —] | | | — | | | 895,000 | | | [removed: 756,302] [added: 772,125] |

| 2021-3C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | — | | | — | | | — | | | 895,000 | | | 895,000 | | | [removed: 686,134] [added: 686,581] |

| 2022-1C Tower Securities [removed: (1)] [added: (2)] | | | — | | | — | | | — | | | — | | | [removed: —] [added: 850,000] | | | [removed: 850,000] [added: —] | | | 850,000 | | | [removed: 855,899] [added: 850,221] |

| 2020 Senior Notes | | | — | | | — | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,500,000] [added: —] | | | — | | | 1,500,000 | | | [removed: 1,375,815] [added: 1,438,815] |

| 2021 Senior Notes | | | — | | | — | | | — | | | — | | | — | | | 1,500,000 | | | 1,500,000 | | | [removed: 1,286,250] [added: 1,338,750] |

| Total debt obligation | | $ | [removed: 24,000] [added: 644,000] | | $ | [removed: 644,000] [added: 3,409,000] | | $ | [removed: 3,409,000] [added: 2,095,000] | | $ | [removed: 2,635,000] [added: 2,395,000] | | $ | [removed: 2,395,000] [added: 1,450,000] | | $ | [removed: 3,845,000] [added: 2,395,000] | | $ | [removed: 12,952,000] [added: 12,388,000] | | $ | [removed: 11,819,108] [added: 11,480,332] |

[removed: (1)For] [added: (2)For] information on the anticipated repayment date and final maturity date for each tower security, refer to Debt Instruments and Debt Service Requirements above.

[removed: (2)Represents] [added: (3)Represents] interest payments based on the 2014-2C Tower Securities interest rate of 3.869%, the 2019-1C Tower Securities interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the 2021-3C Tower Securities interest rate of 2.593%, the 2022-1C Tower Securities interest rate of 6.599%, the 2018 Term Loan at an average interest rate of [removed: 2.510%] [added: 2.645%] (which includes the impact of interest rate swaps) as of December 31, [removed: 2022, the Revolving Credit Facility at an average interest rate of 5.610% as of December 31, 2022, the 2020 Senior Notes interest rate of 3.875%, and] [added: 2023,] the [removed: 2021 Senior Notes interest rate of 3.125%.]

Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2018 Term [removed: Loan] [added: Loan, 2024 Term Loan,] and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates.

On August 4, 2020, [added: and amended June 21, 2023,] we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap [removed: for] [added: which swapped] $1.95 billion of notional value accruing interest at [added: (i)] one month LIBOR plus 175 basis points for [removed: a] [added: an all-in] fixed rate of 1.874% per annum through [removed: the maturity date] [added: July 31, 2023, (ii) one month Term SOFR plus 185 basis points (inclusive] of [removed: the 2018] [added: a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through January 25, 2024, and (iii) one month] Term [removed: Loan.][added: SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum from January 25, 2024 through March 31, 2025.]

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, [removed: Argentina,] Colombia, Costa Rica, South Africa, the Philippines, Tanzania, and to a lesser extent, our markets in Central America.

In [removed: Argentina,] Colombia, Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars.

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 17.2%] [added: 21.7%] of our revenues and approximately [removed: 22.2%] [added: 26.9%] of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, [removed: 2022.][added: 2023.]

The analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately [removed: 1.0%] [added: 1.3%] and [removed: 0.6%,] [added: 0.9%,] respectively, for the year ended December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2022] [added: 2023] would have resulted in approximately [removed: $143.7] [added: $119.7] million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, [removed: 2022.][added: 2023.]

This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the [removed: Securities] Exchange [removed: Act of 1934, as amended.][added: Act.]

- our expectations regarding [added: the] consolidation of wireless service providers and the impact of such consolidation on our financial and operational results;

- our expectation [removed: that we will grow] [added: regarding the scalability of] our [added: operations and growth of our] cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;

- our expectations regarding our capital allocation [removed: strategy,] [added: strategies,] including future allocation decisions among portfolio growth, stock repurchases, and dividends, the impact of our election to be taxed as a REIT on that strategy, and our goal of increasing our Adjusted Funds From Operations per share;

- our expectations regarding our debt service in [removed: 2023] [added: 2024] and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months; and

[removed: - our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to] receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

- the health of the [removed: South African and Tanzanian] economies and wireless communications [removed: market,] [added: markets of the international jurisdictions we operate in,] and the willingness of carriers to invest in their networks in [removed: that market;][added: such markets;]

- developments [removed: in] [added: in, and macroeconomic influences on,] the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect [removed: the willingness] [added: our customers’ access to sufficient capital,] or ability [removed: of the wireless service providers] to expend capital to fund network expansion or enhancements;

- our ability to utilize available NOLs to reduce REIT taxable income; [removed: and]

- our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable [removed: income.][added: income; and]

| Interest payments (3) | | $ | 375,399 | | $ | 280,875 | | $ | 240,136 | | $ | 152,759 | | $ | 72,599 | | $ | 69,105 | | $ | 1,190,873 | | | |

(1)On January 25, 2024, we repaid our 2018 Term Loan and issued a new $2.3 billion Term Loan with a maturity date of January 25, 2031 and extended the maturity date of the Revolving Credit Facility to January 25, 2029.

Revolving Credit Facility at an average interest rate of 6.435% as of December 31, 2023, the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.

On November 3, 2023, we entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum.

The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of December 31, 2023.

As of December 31, 2023, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 4.8% for the year ended December 31, 2023.

- our expectations regarding DISH Wireless;

- our beliefs regarding compliance with applicable laws and regulations, including environmental laws, and the impact of various legal proceedings;

We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law.

- our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to

- other risks, including those described in Item 1A.

– Risk Factors in this annual report and those described from time to time in our other filings with the SEC.

| Interest payments (2) | | $ | 406,119 | | $ | 401,012 | | $ | 308,241 | | $ | 254,785 | | $ | 152,759 | | $ | 141,709 | | $ | 1,664,625 | | | |

The IBA ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023.

The discontinuation of LIBOR after 2021 and the replacement with an alternative reference rate may adversely impact interest rates and our interest expense could increase.

On July 7, 2021, we amended our Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

However, we have not yet amended our credit facilities for our 2018 Term Loan or the associated swap agreement to transition to an alternative benchmark rate and will need to do so before June 30, 2023.

- our belief that DISH Wireless will become a nationwide carrier, and its expectations regarding the capital expenditures necessary to deploy its network;

- our belief that our business is currently operated in a manner that complies with the REIT rules and our intent to continue to do so;

- our expectations regarding the timing for closing of refinancing transactions;

Our primary business line is our site leasing business, which contributed [removed: 96.2%] [added: 97.4%] of our total segment operating profit for the year ended December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] we owned [removed: 39,311] [added: 39,618] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of December 31, [removed: 2022,] [added: 2023,] we had an average of 1.9 tenants per [removed: tower structure.][added: tower.]

[removed: *International] [added: *Opportunistic International] Market Expansion.* We believe that we can create substantial value by expanding our site leasing services into select international markets which we believe have [removed: a high-growth] [added: an attractive] wireless industry and relatively stable political and regulatory environments.

oMarket potential – We [added: periodically] analyze the expected demand for wireless services and whether a country has multiple wireless service providers who are actively seeking to invest in deploying voice and data networks, as well as spectrum auctions that have occurred or that are anticipated to [removed: occur.][added: occur and update this analysis when there have been material developments in the industry within the country, whether due to consolidation, spectrum allocation, new participants or changes in the legal and regulatory environment.]

oRisk adjusted return criteria – We [removed: consider] [added: continually evaluate] whether buying or building towers in a country and providing our management and leasing services will meet our return criteria.

As part of this analysis, we consider the risk [removed: of entering into] [added: associated with] an international market (for example, the impact of foreign currency exchange rates and inflation, real estate, permitting, and taxation risks) and how [removed: our expansion] [added: a particular market] meets our long-term strategic and financial objectives [removed: for the region] and our business generally.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 70%] [added: 71%] of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our control, was 36 years.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 10.1%] [added: 10.3%] of our tower structures had ground leases or other property interests maturing in the next 10 years.

We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of their networks, and we believe that the continued capacity increases will require our customers to install equipment at new sites and [added: add new equipment at existing sites.]

According to a report published by Ericsson in November [removed: 2022,] [added: 2023,] global total mobile data traffic was estimated to reach around [removed: 90] [added: 130] exabytes per month by the end of [removed: 2022] [added: 2023] and is projected to grow by [removed: nearly] a factor of [removed: 3.6x] [added: 3x] to reach [removed: 324] [added: 403] exabytes per month in [removed: 2028.][added: 2029.]

As of December 31, [removed: 2022,] [added: 2023,] we owned [removed: 17,416] [added: 17,487] sites in the United States and its territories.

For the year ended December 31, [removed: 2022,] [added: 2023,] we generated [removed: 76.1%] [added: 73.4%] of our total site leasing revenue from these sites.

In the United States, our tenant leases are generally for an initial term of five years to [removed: 10] [added: ten] years with multiple renewal periods at the option of the tenant.

As of December 31, [removed: 2022,] [added: 2023,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2022.][added: 2023.]

We currently own and operate towers in [removed: 15] [added: 14] international markets throughout South America, Central America, Canada, South Africa, the Philippines, and Tanzania.

As of December 31, [removed: 2022,] [added: 2023,] we owned [removed: 21,895] [added: 22,131] sites in our international markets, of which approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 5% of our total towers.

[removed: Our operations in our international markets are primarily in the site leasing business,] and we continue to focus on growing our international site leasing business through the acquisition and development of towers and organic growth.

We derive international site leasing revenues from all the major carriers in each of the [removed: 15] [added: 14] countries in which we operate.

Our tenant leases are generally for an initial term of five years to [removed: 15] [added: fifteen] years with multiple renewal periods at the option of the tenant.

[added: Our tenant leases typically either (1) contain] specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators.

In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our [removed: new build] activities are denominated in U.S. dollars.

In [removed: Argentina,] Colombia, Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

| Percentage of Total Revenues | | | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] |

| T-Mobile | | | | [removed: 36.4%] [added: 32.5%] | | [removed: 36.2%] [added: 36.4%] | | [removed: 34.5%] [added: 36.2%] |

| AT&T Wireless | | | | [removed: 19.6%] [added: 19.5%] | | [removed: 22.2%] [added: 19.6%] | | [removed: 24.1%] [added: 22.2%] |

| Verizon Wireless | | | | [removed: 14.5%] [added: 14.6%] | | [removed: 14.7%] [added: 14.5%] | | [removed: 14.1%] [added: 14.7%] |

| Airtel Tanzania | [removed: MTN] [added: Liberty Technologies] | Tigo |

| Cellular South | [removed: NII Holdings] [added: MTN] | TIM |

| [removed: Freedom Mobile] [added: Digicel] | SouthernLinc | U.S. Cellular |

*Domestic Site Leasing* – In the U.S., our primary competitors for our site leasing activities are (1) large independent tower companies including American Tower Corporation and Crown Castle International; (2) a number of regional independent tower owners; (3) wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers; [removed: and] (4) owners and operators of alternative facilities such as rooftops, outdoor and indoor distributed antenna system (“DAS”) networks, billboards, utility poles, and electric transmission [removed: towers.][added: towers; and (5) owners and operators of alternative wireless technology systems and architectures.]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 1,834] [added: 1,787] employees of which [removed: 625] [added: 644] were based outside of the U.S. and its territories.

[removed: *Diversity, Equity, and Inclusion.*] [added: *Talent Management.*] We recognize and appreciate the impact that our employees have on the success of our company, our customers, and the communities we serve.

As of December 31, [removed: 2022,] [added: 2023,] women represented 41% of our global workforce and [removed: 41%] [added: 43%] of our U.S. employees identified as a racial or ethnic minority.

[removed: *Talent Management.*] We recognize the value of attracting, developing, engaging, and retaining our talent.

[removed: We] see diversity of thought and experiences as critical factors to the long-term success of SBA.

As such, we are committed to building a pipeline of future business leaders by strategically recruiting and retaining [removed: diverse candidates.][added: talent reflective of the communities and markets we serve.]

In 2013, we opened our internal [added: training] facility "Tower U" which provides a rigorous multi-day safety certification program that is required for our employed tower climbers.

We are proud that our average lost-day incident rate in the U.S. (days away from work due to workplace incidents) for [removed: 2022] [added: 2023] was below the [removed: 2021] [added: 2022] Bureau of Labor benchmark.

*Federal Regulations.* In the U.S., which accounted for [removed: 76.1%] [added: 73.4%] of our total site leasing revenue for the year ended December 31, [removed: 2022,] [added: 2023,] both the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”) regulate towers.

We continually evaluate various factors when identifying potential markets for new expansion or continued involvement (as noted by our exit of the Argentinian market in the fourth quarter of 2023), including:

Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a master lease agreement is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.

Our operations in our international markets are primarily in the site leasing business,

| Freedom Mobile | Telkom | Vodacom |

‎

We

construction, modification or placement of radio communication towers.

*Environmental Regulation*.

*State and Local Regulations*.

We consider various factors when identifying a market for our international expansion, including:

add new equipment at existing sites.

Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site.

In our international markets, our tenant leases are either individual leases by tower site or governed by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site.

Our tenant leases either (1) contain

| Liberty Technologies | Telkom | Vodacom |

Certain proposals to operate wireless communications and radio or television

For [removed: the fiscal year ended] [added: the fiscal year ended] December [removed: 31, 2022][added: 31, 2023]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $34.2] [added: $24.9] billion as of June 30, [removed: 2022.][added: 2023.]

The number of shares outstanding of the Registrant’s common stock (as of February 15, [removed: 2023):] [added: 2024):] Class A common stock — [removed: 108,038,955.][added: 108,108,678.]

Portions of the Registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, [removed: 2022,] [added: 2023,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

| ITEM 2. | [PROPERTIES](#Item2) | [removed: 22] [added: 24] |

| ITEM 3. | [LEGAL PROCEEDINGS](#Item3) | [removed: 23] [added: 24] |

| ITEM 4. | [MINE SAFETY DISCLOSURE](#Item4) | [removed: 23] [added: 24] |

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#Item5) | [removed: 23] [added: 24] |

| ITEM 6. | [RESERVED](#Item6) | [removed: 23] [added: 25] |

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 23] [added: 25] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#Item7A) | [removed: 39] [added: 42] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8) | [removed: 43] [added: 45] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9) | [removed: 43] [added: 45] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#Item9A) | [removed: 43] [added: 45] |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#Item9C) | [removed: 45] [added: 49] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 45] [added: 49] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 45] [added: 49] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 45] [added: 49] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 46] [added: 50] |

| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 46] [added: 50] |

| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 46] [added: 50] |

| ITEM 16. | [FORM 10-K SUMMARY](#Item16) | [removed: 51] [added: 55] |

| [SIGNATURES](#Signatures) | | [removed: 52] [added: 56] |

| ITEM 1C. | [CYBERSECURITY](#Item1C) | 22 |

| ITEM 9B. | [OTHER INFORMATION](#Item9A) | 48 |

*Risk Management & Strategy*

A cybersecurity threat is any potential unauthorized occurrence, on or conducted through, our information systems that may result in adverse effects on the confidentiality, integrity or availability of our information systems or any information residing therein.

We have a comprehensive, cross-functional approach to cybersecurity risk management, driven by our information security management systems and propelled by industry-leading expertise from both our internal information technology security team and top-tier third-party consultants and firms that we engage.

Our cyber risk management process is supported by both management and our Board of Directors.

Our cybersecurity risk management strategies represent an integral component of our overall approach to enterprise risk management (“ERM”).

Our cybersecurity policies, standards, processes, and practices are fully integrated into our ERM program and based on the recognized National Institute of Standards and Technology (NIST) Cybersecurity Framework.

We continuously seek to adopt market-leading standards and procedures to protect our tower infrastructure, data, and carrier and consumer information.

Key elements of our cybersecurity risk management strategy include:

(1)System Monitoring and Testing.

We work collaboratively with third-party industry experts and consultants to conduct regular vulnerability assessments and penetration testing from both outside and within our system networks.

Our information security team utilizes endpoint software together with technology platforms and applications designed to enable it to monitor user and network behavior and origination points in real time both at our corporate headquarters as well as any of our sites globally.

In addition, we conduct quarterly phishing campaign simulations which include notification of the respective Executive Vice President in the event of a failure by an employee in their department.

(2)Threat Identification & Response.

Our internal information security team works collaboratively with our external industry consultants to identify threats utilizing analytics and metrics, which are aligned with the MITRE ATT&CK (Adversarial Tactics, Techniques, and Common Knowledge) Framework, and mitigate attacks across various layers of our enterprise systems.

We

leverage the core functions of the NIST Cybersecurity Framework (Identify, Protect, Detect, Respond, and Recover) to constantly work toward identifying opportunities for further improvement and development of our risk mitigation strategies.

We also build upon the principles of the ISO 27001 standard and have achieved ISO 27001:2013 certification for one of our data centers.

As part of our response preparedness, our executive management team participates in comprehensive tabletop exercises annually simulating cybersecurity breaches or other incidents which simulate identifying, responding and reporting of such an incident in accordance with our risk management programs.

(3)Defense Procedures & Preparedness.

We have established and maintain a data incident response and a business continuity management plan to timely, consistently, and appropriately address cyber threats that may occur despite our safeguards.

The response plan is global in scope and covers the major phases of the incident response process, including preparation, detection and analysis, containment and investigation, notification (which may include timely notice to our Board if deemed material or appropriate), eradication and recovery, and incident closure and post-incident analysis.

Our response plan is reviewed annually, regularly tested, and updated based on developments in the industry.

Our business continuity management system includes targets and objectives, impact analyses and risk assessments, exercise and testing, training and awareness, documentation and standards for data centers and servers.

(4)Outside Consultants & Industry Experts.

In addition to the broad capabilities of our internal information security team, we also engage various outside consultants, including contractors, security firms, auditors, and other third-party subject matter experts, to among other things, conduct regular testing of our networks and systems to identify vulnerabilities through penetration testing, while also measuring and advising on potential improvements to our cybersecurity programs.

We are also members of recognized global industry organizations such as the Information Systems Audit and Control Association (ISACA), International Information System Security Certification Consortium (ISC), and International Association of Privacy Professionals (IAPP).

(5)Third-Party Risk Assessments.

We maintain a comprehensive risk-based approach to identifying and overseeing potential cybersecurity risks presented by third parties, including our vendors and service providers.

We have a dedicated information technology vendor management team that reports to our Chief Information Officer (“CIO”).

We conduct initial and regular cybersecurity assessments of third-party vendors that we engage with in our operations and their information security policies and systems in order to identify, evaluate, and address potential vulnerabilities.

(6)Team Member Education & Awareness.

We remain dedicated to fostering an internal culture of cybersecurity, where all of our team members are trained to identify, respond, and report potential cybersecurity threats that may arise.

New hires are required to participate in cybersecurity onboarding training, and current employees are responsible for completing mandatory cybersecurity training annually and phishing awareness training quarterly.

Our leadership team participates in advanced, targeted cybersecurity training and exercises to ensure additional security.

As part of our cybersecurity risk management strategy, each cyber threat is evaluated for materiality and escalated based upon evaluation of the potential severity and risk impact on our operations.

We have not experienced a material cybersecurity breach in the past three years.

As such, we have not incurred any material expenses from cybersecurity breaches or any expenses from penalties or settlements related to a cybersecurity breach during that time.

For more information regarding cybersecurity-related risks that could materially affect our business strategies, results of operations, or financial condition, please see Item 1A in this Form 10-K under the headings “*Security breaches and other disruptions could compromise our information, which would cause our business and reputation to suffer*.”

*Governance & Personnel*

Our Board believes a robust cybersecurity strategy is vital to protect our business, customers, and assets.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 70%] [added: 71%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

As of December 31, [removed: 2022,] [added: 2023,] we had an average of 1.9 tenants per [removed: tower structure.][added: tower.]

As of February 15, [removed: 2023,] [added: 2024,] there were [removed: 288] [added: 283] record holders of our Class A common stock.

As of December 31, [removed: 2022, $545.2] [added: 2023, $382.3] million of the federal NOLs are attributes of the REIT.

[removed: We may use these NOLs to offset our REIT taxable income, and thus] any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized.

We may use these NOLs to offset our REIT taxable income, and thus

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of 2023:

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| | | Total | | | | | Total Number of Shares | | Approximate Dollar Value | |

| | | Number | | Average | | | Purchased as Part of | | of Shares that May Yet Be | |

| | | of Shares | | Price Paid | | | Publicly Announced | | Purchased Under the | |

| Period | | Purchased | | Per Share | | | Plans or Programs (1) | | Plans or Programs | |

| | | | | | | | | | | |

| 10/1/2023 - 10/31/2023 | | 63,690 | | $ | 198.84 | | 63,690 | | $ | 404,726,973 |

| 11/1/2023 - 11/30/2023 | | — | | $ | — | | — | | $ | 404,726,973 |

| 12/1/2023 - 12/31/2023 | | — | | $ | — | | — | | $ | 404,726,973 |

| Total | | 63,690 | | $ | 198.84 | | 63,690 | | $ | 404,726,973 |

(1)On October 28, 2021, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.0 billion of our outstanding Class A common stock (the “Repurchase Plan”).

As of December 31, 2023, the Company had $404.7 million of authorization remaining under the Repurchase Plan.

The Repurchase Plan has no expiration and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

Financial statements and supplementary data are on pages F-1 through [removed: F-40.][added: F-43.]

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2022,] [added: 2023,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based upon criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2022] [added: 2023] based on the criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by COSO.

We have audited SBA Communications Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, SBA Communications Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022 and 2021] [added: 2023] and [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] shareholders’ [removed: deficit,] [added: deficit] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, [removed: 2023] [added: 2024] expressed an unqualified opinion thereon.

February 28, 2024

February 28, 2023

(a) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

*Cavanagh Employment Agreement*

On February 19, 2024, the Company entered into an amended and restated employment agreement with Brendan T.

Cavanagh (the “Employment Agreement”), which reflects Mr. Cavanagh’s promotion to President and Chief Executive Officer and extends the term of his employment until December 31, 2026.

The Employment Agreement increases Mr. Cavanagh’s annual base salary to $920,000 and his target bonus to 150% of his annual base salary in effect at the start of such year, each effective as of January 1, 2024.

Payment of the bonus is contingent upon the achievement of performance goals established and assessed solely at the discretion of the Compensation Committee of the Company’s Board of Directors.

Pursuant to the Employment Agreement, Mr. Cavanagh is entitled to a severance payment, upon his termination without Cause or for Good Reason (each as defined in the Employment Agreement), equal to the sum of (i) an amount equal to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination or resignation occurs, and (ii) an amount equal to the applicable multiple multiplied by the sum of (a) Mr. Cavanagh’s base salary for the year in which the termination or resignation occurs, (b) the minimum annual bonus target, and (c) the greater of (1) $33,560 and (2) the value of all medical, dental, health, life and other fringe benefit plans for the year in which the termination or resignation occurs (the “Severance Payment”).

The Severance Payment is payable in a lump sum.

The applicable multiple for Mr. Cavanagh will be two, in the event the termination occurs for Cause or Good Reason and three, in the event the termination occurs on or after a change in control of the Company.

Additionally, upon the occurrence of a change in control (i) the term of Mr. Cavanagh’s employment will automatically be extended for three years following the effective date of such change in control, and (ii) Mr. Cavanagh will be entitled to an amount equal to the Severance Payment.

All other material terms of the Employment Agreement remain the same, including the provisions for severance benefits, change in control benefits, and the provisions for non-competition, non-interference, non-disparagement and non-disclosure provisions during his employment and for a period of twelve months after termination.

*Executive Severance Plan*

On October 25, 2023, the Company adopted the SBA Communications Corporation Executive Severance Plan (the “Executive Severance Plan”) in order to retain certain executives of the Company and to ensure their continued dedication to their duties, including in the event of a change in control.

The Executive Severance Plan provides severance benefits to the Executive Vice Presidents of the Company, which includes Messrs.

Richard M.

Cane, Mark Ciarfella, Joshua Koenig, Marc Montagner, and Jason Silberstein (each, a “Participant”) whose employment is terminated by the Company for any reason or by the Participant for Good Reason (as defined in the Executive Severance Plan).

Pursuant to the Executive Severance Plan, if a Participant’s employment with the Company is terminated by the Company without Cause or if the Participant resigns for Good Reason, then a Participant is entitled to (i) an amount equal to the sum of (a) an amount equal to the pro rata portion of the target annual incentive bonus for the period of service in the year in which the termination or resignation occurs, and (b) an amount equal to the applicable multiple multiplied by the sum of (x) the Participant’s respective base salary in effect for the year of termination or resignation, and (y) the Participant’s target annual incentive bonus in effect immediately prior to the Participant’s termination of employment; and (ii) continuation of applicable medical, dental and life insurance benefits, subject to the terms of the Executive Severance Plan.

The applicable multiple, with respect to the Executive Severance Plan means one, in the event the termination occurs for Cause or Good Reason and two, in the event the termination occurs on or after a change in control of the Company.

Additionally, if the Participant’s employment is terminated due to Death or Disability (as defined in the Executive Severance Plan), the Participant is entitled to receive an amount equal to the pro rata portion of the Participant’s respective target annual incentive bonus for the period of service in the year in which the Death or Disability occurs.

(b) 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(d) of Regulation S-K.

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2023.][added: 2024.]

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2023.][added: 2024.]

The items required by Part III, Item 12, other than the information regarding the Registrant’s equity plans set forth below required by Item 201(d) of Regulation S-K, are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2023.][added: 2024.]

The following table summarizes information with respect to the Registrant’s compensation plans under which the Registrant’s equity securities are authorized for issuance as of December 31, [removed: 2022:][added: 2023:]

[removed: (1)Included] [added: (2)Included] in the number of securities in column (a) is [removed: 56,154] [added: 264,037] restricted stock units and [removed: 140,446] [added: 368,058] performance-based restricted stock units, which have no exercise price.

The weighted-average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is [removed: $160.01.][added: $166.24.]

[removed: (2)Included] [added: (1)Included] in the number of securities in column (a) is [removed: 165,483] [added: 2,790] restricted stock units [removed: and 288,444 performance-based restricted stock units,] which have no exercise price.

The weighted-average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is [removed: $328.99.][added: $259.16.]

| | | As of December 31, 2023 | | | | | | |

| 2010 Plan | | 1,313 | (1) | | $ | 165.88 | | — |

| 2020 Plan | | 662 | (2) | | | 11.74 | | 2,225 |

| Total | | 1,975 | | | $ | 114.18 | | 2,225 |

| | | As of December 31, 2022 | | | | | | |

| 2010 Plan | | 1,860 | (1) | | $ | 143.08 | | — |

| 2020 Plan | | 464 | (2) | | | 7.09 | | 2,541 |

| Total | | 2,324 | | | $ | 115.91 | | 2,541 |

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2023.][added: 2024.]

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2023.][added: 2024.]

(2)As of December 31, [removed: 2022,] [added: 2023,] certain assets secure debt of [removed: $10.0] [added: $9.4] billion.

| | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | |

| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | [removed: 7,068,208] [added: 7,993,750] | | $ | [removed: 5,963,048] [added: 7,068,208] | | $ | [removed: 5,833,338] [added: 5,963,048] |

| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: 727,863] [added: 22,081] | | | [removed: 995,063] [added: 727,863] | | | [removed: 80,582] [added: 995,063] |

| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: 69,384] [added: 59,873] | | | [removed: 45,802] [added: 69,384] | | | [removed: 40,493] [added: 45,802] |

| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: 60,247] [added: 82,917] | | | [removed: 32,953] [added: 60,247] | | | [removed: 36,211] [added: 32,953] |

| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: 26,588] [added: 32,247] | | | [removed: 24,944] [added: 26,588] | | | [removed: 28,918] [added: 24,944] |

| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: 42,048] [added: 49,471] | | | [removed: 34,611] [added: 42,048] | | | [removed: 28,426] [added: 34,611] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 23,824] [added: 35,880] | | | [removed: 20,052] [added: 23,824] | | | [removed: 19,142] [added: 20,052] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: 949,954] [added: 282,469] | | | [removed: 1,153,425] [added: 949,954] | | | [removed: 233,772] [added: 1,153,425] |

| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | [removed: (610)] [added: (8,024)] | | | [removed: (192)] [added: (610)] | | | [removed: —] [added: (192)] |

| Impairment [added: (3)] | | | | | | | | | | | | | | | | | | [removed: (23,638)] [added: (119,307)] | | | [removed: (15,552)] [added: (23,638)] | | | [removed: (17,064)] [added: (15,552)] |

| Other [removed: (3)] [added: (4)] | | | | | | | | | | | | | | | | | | [removed: (164)] [added: 82,622] | | | [removed: (32,521)] [added: (164)] | | | [removed: (86,998)] [added: (32,521)] |

| Total deductions | | | | | | | | | | | | | | | | | | [removed: (24,412)] [added: (44,709)] | | | [removed: (48,265)] [added: (24,412)] | | | [removed: (104,062)] [added: (48,265)] |

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: 7,993,750] [added: 8,231,510] | | $ | [removed: 7,068,208] [added: 7,993,750] | | $ | [removed: 5,963,048] [added: 7,068,208] |

[removed: (3)Primarily] [added: (4)Primarily] represents cumulative translation adjustments related to changes in foreign currency exchange rates.

| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | [removed: (3,644,238)] [added: (3,925,893)] | | $ | [removed: (3,383,370)] [added: (3,644,238)] | | $ | [removed: (3,133,061)] [added: (3,383,370)] |

| Depreciation (1) | | | | | | | | | | | | | | | | | | [removed: (285,918)] [added: (300,458)] | | | [removed: (273,655)] [added: (285,918)] | | | [removed: (275,947)] [added: (273,655)] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: (3,382)] [added: (14,339)] | | | [removed: (91)] [added: (3,382)] | | | [removed: (38)] [added: (91)] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: (289,300)] [added: (314,797)] | | | [removed: (273,746)] [added: (289,300)] | | | [removed: (275,985)] [added: (273,746)] |

| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | [removed: 7,505] [added: 8,070] | | | [removed: 3,638] [added: 7,505] | | | [removed: 4,244] [added: 3,638] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 140] [added: 251] | | | [removed: 9,240] [added: 140] | | | [removed: 21,432] [added: 9,240] |

| Total deductions | | | | | | | | | | | | | | | | | | [removed: 7,645] [added: 8,321] | | | [removed: 12,878] [added: 7,645] | | | [removed: 25,676] [added: 12,878] |

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: (3,925,893)] [added: (4,232,369)] | | $ | [removed: (3,644,238)] [added: (3,925,893)] | | $ | [removed: (3,383,370)] [added: (3,644,238)] |

| [removed: 10.7B] [added: 10.7D] | | [removed: [2018 Refinancing Amendment,] [added: [Third Amended and Restated Credit Agreement,] dated as of [removed: April 11, 2018,] [added: January 25, 2024,] among SBA Senior Finance II LLC, as borrower, the banks and other financial institutions or entities party [removed: hereto as refinancing revolving lenders, continuing term lenders, additional term lenders or incremental amended term lenders] [added: thereto] and Toronto Dominion (Texas) LLC, as administrative [removed: agent and issuing lender.](http://www.sec.gov/Archives/edgar/data/1034054/000119312518114546/d570372dex1090.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1034054/000119312524015495/d725918dex107d.htm)] | | 8-K | | [removed: 04/11/18] [added: 01/25/24] |

| [removed: 10.8] [added: 10.8A] | | [removed: [Second] [added: [Third] Amended and Restated Guarantee and Collateral Agreement, dated as of [removed: February 7, 2014,] [added: January 25, 2024,] among SBA Communications Corporation, SBA Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II LLC and certain of its [removed: subsidiaries, as identified in the Second Amended and Restated Guarantee and Collateral Agreement,] [added: subsidiaries party thereto,] in favor of Toronto Dominion (Texas) LLC, as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000119312514051444/d674966dex108.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1034054/000119312524015495/d725918dex108a.htm)] | | 8-K | | [removed: 02/13/14] [added: 01/25/24] |

| [removed: 10.57G] [added: 10.85G] | | [removed: [Amended] [added: [Second Amended] and Restated Employment Agreement, dated as of [removed: October 1, 2021,] [added: February 19, 2024,] between SBA Communications Corporation and [removed: Kurt Bagwell](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_57g.htm).†] [added: Brendan T. Cavanagh.†*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex10_85g.htm)] | | [removed: 10-K] | | [removed: Year ended December 31, 2022] |

| 21 | | [removed: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex21.htm)] [added: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex21.htm)] | | | | |

| 23.1 | | [Consent of Ernst & Young [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex23_1.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex23_1.htm)] | | | | |

| 31.1 | | [Certification by [removed: Jeffrey A. Stoops,] [added: Brendan T. Cavanagh,] Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex31_1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex31_1.htm)] | | | | |

| 31.2 | | [Certification by [removed: Brendan T. Cavanagh,] [added: Marc Montagner,] Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex31_2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex31_2.htm)] | | | | |

| 32.1 | | [Certification by [removed: Jeffrey A. Stoops,] [added: Brendan T. Cavanagh,] Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [removed: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex32_1.htm)] [added: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex32_1.htm)] | | | | |

| 32.2 | | [Certification by [removed: Brendan T. Cavanagh,] [added: Marc Montagner,] Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [removed: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405423000002/sbac-20221231xex32_2.htm)] [added: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex32_2.htm)] | | | | |

| 39,618 sites | (1) | $ | 9,388,000 | (2) | | (3) | | | (3) | | $ | 8,231,510 | (4) | | $ | (4,232,369) | | Various | | | Various | | | Up to 70 years | (5) |

(3)Impairment charges for the year ended December 31, 2023 include the impact of the planned abandonment of identified sites with minimal expectations of future economic benefit (primarily from Sprint and Oi related churn).

| | | | | | | | | | | | | | | | | | 2023 | | | 2022 | | | 2021 | |

| 10.97 | | [SBA Communications Corporation Executive Severance Plan*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex10_97.htm) | | | | |

| 97 | | [SBA Communications Corporation Executive Officer Clawback Policy*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex97.htm) | | | | |

| 39,311 sites | (1) | $ | 9,952,000 | (2) | | (3) | | | (3) | | $ | 7,993,750 | (4) | | $ | (3,925,893) | | Various | | | Various | | | Up to 70 years | (5) |

| 10.7C | | [2021 Refinancing Amendment, dated as of July 7, 2021, among SBA Senior Finance II LLC, as borrower, the banks and other financial institutions or entities party hereto as refinancing revolving lenders, continuing term lenders, additional term lenders or incremental amended term lenders and Toronto Dominion (Texas) LLC, as administrative agent and issuing lender.](https://www.sec.gov/Archives/edgar/data/1034054/000119312521211816/d148908dex107c.htm) | | 8-K | | 07/09/21 |

| 10.58G | | [Amended and Restated Employment Agreement, dated as of October 1, 2021, between SBA Communications Corporation and Thomas P. Hunt](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_58g.htm).† | | 10-K | | Year ended December 31, 2022 |

| [removed: By: | /s/] Jeffrey A. Stoops | [added: | |]

| | [removed: Jeffrey A. Stoops] [added: Brendan T. Cavanagh] *Chief Executive Officer and President* |

| Date: | February 28, [removed: 2023] [added: 2024] |

| /s/ [removed: Steven E. Bernstein] [added: Jeffrey A. Stoops] | Chairman of the Board of Directors | February 28, [removed: 2023] [added: 2024] |

| /s/ [removed: Jeffrey A. Stoops] [added: Brendan T. Cavanagh] | Chief Executive Officer and President | February 28, [removed: 2023] [added: 2024] |

| [removed: Jeffrey A. Stoops] [added: Brendan T. Cavanagh] | (Principal Executive Officer) | |

| /s/ [removed: Brendan T. Cavanagh] [added: Marc Montagner] | Chief Financial Officer and Executive Vice President | February 28, [removed: 2023] [added: 2024] |

| [removed: Brendan T. Cavanagh] [added: Marc Montagner] | (Principal Financial Officer) | |

| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | February 28, [removed: 2023] [added: 2024] |

| /s/ Mary S. Chan | Director | February 28, [removed: 2023] [added: 2024] |

| /s/ George R. Krouse Jr. | Director | February 28, [removed: 2023] [added: 2024] |

| /s/ Jack Langer | Director | February 28, [removed: 2023] [added: 2024] |

| /s/ Kevin L. Beebe | Director | February 28, [removed: 2023] [added: 2024] |

| /s/ Jay L. Johnson | Director | February 28, [removed: 2023] [added: 2024] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#BS)] [added: 2022](#BS)] | F-3 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#IS)] [added: 2021](#IS)] | F-4 |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#CI)] [added: 2021](#CI)] | F-5 |

| [Consolidated Statements of Shareholders’ Deficit for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#SE)] [added: 2021](#SE)] | F-6 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#CF)] [added: 2021](#CF)] | F-7 |

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] shareholders' [removed: deficit,] [added: deficit] and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February 28, [removed: 2023] [added: 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | As more fully described in Note 2 to the consolidated financial statements, the Company recognizes a right-of-use asset and a lease liability for its operating lease contracts, initially measured at the present value of the lease [removed: payments.] [added: payments over the lease term.] As of December 31, [removed: 2022,] [added: 2023,] the Company had [removed: $2.4] [added: $2.2] billion of operating lease right-of-use assets, net, [removed: $260.1] [added: $271.8] million of current operating lease liabilities, and [removed: $2.0] [added: $1.9] billion of long-term lease liabilities. For the period ended December 31, [removed: 2022,] [added: 2023,] the total operating lease right-of-use assets obtained for new operating lease liabilities were [removed: $171.2] [added: $55.3] million and adjustments associated with lease modifications and reassessments were [removed: $47.1] [added: a reduction of $86.7] million. The Company’s primary operating lease obligations are its long-term lease contracts for land that underlies its tower structures. The Company’s ground leases generally do not provide a readily determinable implicit discount rate. When the rate implicit in the lease is not readily determinable, the Company calculates the present value of the lease payments by estimating the Company’s incremental borrowing rate (“IBR”). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The [added: IBR is computed on a lease-by-lease basis when the Company enters into a new lease, upon a lease modification, or upon a lease reassessment event. Auditing the Company’s accounting for ground leases was complex because of the significant uncertainty associated with inputs into the IBR. The] process to estimate the Company’s IBR includes the use of [removed: unobservable inputs and] [added: subjective inputs,] considers the public credit rating of the Company, observable debt yields of the Company and the related debt’s seniority, [added: and] adjustments for leases denominated in different currencies, [removed: and the remaining lease term. The Company’s ground lease liabilities require reassessment of the lease terms or lease payments as a result of contract modifications, addition of significant leasehold improvements which impact the assessment of optional renewals that are reasonably certain of being exercised, or the exercise of renewal options by tenants, which differ from prior expectations. The IBR is computed on a lease-by-lease basis upon each of these reassessments. Auditing the Company’s accounting for ground leases was complex and involved a high degree of subjective auditor judgment because of the significant judgment exercised by the Company] to [removed: account for ground leases. The IBR is estimated using the unobservable inputs discussed above related to the collateral and term of the leased assets, and the related lease liability is sensitive to changes in the Company's IBR. The determination of the lease term requires evaluating renewal options in making the determination of the period for which the Company is reasonably certain to remain on the site. The frequency with which leases must be reassessed adds to] [added: determine] the [removed: complexity associated with auditing] [added: IBR over] the [removed: ground] [added: remaining] lease [removed: related balances.] [added: term.] |

| *How We Addressed the Matter in Our Audit* | | We obtained an understanding, [removed: evaluated,] [added: evaluated] and tested the design and operating effectiveness of the Company’s internal controls related to [added: determining the IBR used in] accounting for ground leases. For example, we tested the Company’s controls over the review of the accounting policy, including the methodology and assumptions used to estimate the [removed: IBR and the remaining lease term. We also tested the controls over the review of ground lease contracts and the key system functionality used to account for ground leases.] [added: IBR.] To test the Company’s accounting for ground leases, our audit procedures included, among others, evaluating the methodology used to calculate the IBR, [added: and] evaluating the assumptions and underlying data used by the Company to estimate the [removed: IBR, identifying events which require reassessment of the lease term or lease payments, and estimating the remaining lease term.] [added: IBR.] We involved our valuation specialists to assist in the evaluation of the methodologies and assumptions applied to estimate the IBR. [removed: Specifically, we] [added: We] compared the Company’s credit rating used in the IBR estimate to independent third-party sources and compared the Company’s existing borrowing rate for collateralized assets to observable debt yields of the Company. We [removed: compared the inputs used to adjust for lease payments to be made over varying periods and in various currencies to third-party sources. We assessed the remaining lease term by selecting a sample of new ground leases and ground lease modifications and reassessments for which we independently evaluated the period the Company is reasonably certain to remain on the site, and compared to the remaining lease term in the Company’s audited schedules. We] also evaluated the Company’s disclosures included in Note 2 to the consolidated financial statements. |

| | | [added: 2023 | | |] 2022 | | | 2021 | |

| Cash and cash equivalents | | $ | [added: 208,547 | | $ |] 143,708 | | $ | 367,278 | [added: | Cash and cash equivalents |]

| Restricted cash | | | [removed: 41,959] [added: 38,129] | | | [removed: 65,561] [added: 41,959] |

| Accounts receivable, net | | | [removed: 184,368] [added: 182,746] | | | [removed: 101,950] [added: 184,368] |

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 79,549] [added: 16,252] | | | [removed: 48,844] [added: 79,549] |

| Prepaid expenses and other current assets | | | [removed: 33,149] [added: 38,593] | | | [removed: 30,813] [added: 33,149] |

| Total current assets | | | [removed: 482,733] [added: 484,267] | | | [removed: 614,446] [added: 482,733] |

| Property and equipment, net | | | [removed: 2,713,727] [added: 2,711,719] | | | [removed: 2,575,487] [added: 2,713,727] |

| Intangible assets, net | | | [removed: 2,776,472] [added: 2,455,597] | | | [removed: 2,803,247] [added: 2,776,472] |

| Operating lease right-of-use assets, net | | | [removed: 2,381,955] [added: 2,240,781] | | | [removed: 2,268,470] [added: 2,381,955] |

| Acquired and other right-of-use assets, net | | | [removed: 1,507,781] [added: 1,473,601] | | | [removed: 964,405] [added: 1,507,781] |

| Other assets | | | [removed: 722,373] [added: 812,476] | | | [removed: 575,644] [added: 722,373] |

| Total assets | | $ | [removed: 10,585,041] [added: 10,178,441] | | $ | [removed: 9,801,699] [added: 10,585,041] |

| Accounts payable | | $ | [removed: 51,427] [added: 42,202] | | $ | [removed: 34,066] [added: 51,427] |

| Accrued expenses | | | [removed: 101,484] [added: 92,622] | | | [removed: 68,070] [added: 101,484] |

| Current maturities of long-term debt | | | [removed: 24,000] [added: 643,145] | | | 24,000 |

| By: | /s/ Brendan T. Cavanagh |

| /s/ Steven E. Bernstein | Director | February 28, 2024 |

| /s/ Laurie Bowen | Director | February 28, 2024 |

| Laurie Bowen | | |

| /s/ Amy E. Wilson | Director | February 28, 2024 |

| Amy E. Wilson | | |

| | | |

February 28, 2024

| | | 2023 | | | 2022 | |

| Repurchase and retirement of common stock | | (505) | | | (5) | | | — | | | (100,005) | | | — | | | (100,010) |

| Corporation | | — | | | — | | | — | | | — | | | 43,445 | | | 43,445 |

| Dividends and dividend equivalents | | | | | | | | | | | | | | | | | |

| on common stock | | — | | | — | | | — | | | (370,570) | | | — | | | (370,570) |

| BALANCE, December 31, 2023 | | 108,050 | | $ | 1,080 | | $ | 2,894,060 | | $ | (7,450,824) | | $ | (615,198) | | $ | (5,170,882) |

| Net income | | $ | 497,415 | | $ | 459,799 | | $ | 237,624 |

| Depreciation, accretion, and amortization | | | 716,309 | | | 707,576 | | | 700,161 |

| Loan to unconsolidated joint venture | | | (100,494) | | | — | | | — |

| Interest | | $ | 396,593 | | $ | 347,659 | | $ | 360,515 |

The Company sold all of its towers and related assets held in Argentina in the fourth quarter of 2023.

The Company is in the process of reviewing the remaining estimated useful lives of its towers and intangible assets and is considering, for U.S. GAAP purposes, whether it should modify its current estimates for asset lives based on its historical operating experience.

The Company has retained an independent consultant to assist in completing this review and analysis.

The Company currently depreciates its towers on a straight-line basis over the shorter of the term of the underlying ground lease (including renewal options) taking into account residual value or the estimated useful life of the tower, which the Company has historically estimated to be 15 years.

Additionally, certain of the Company’s intangible assets are amortized on a similar basis to its tower assets, as the estimated useful lives of such intangible assets correlate to the useful life of the towers.

If the Company concludes that a revision in the estimated useful lives of its towers and intangible assets is appropriate based on its review and analysis, the Company will account for any changes in the useful lives as a change in accounting estimate under Accounting Standards Codification (“ASC”) 250

Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change.

Based on preliminary information obtained to date, the Company expects that its estimated asset lives may be extended, which would result in prospective (i) decreases in depreciation and amortization and (ii) increases in the right of use asset and operating lease liability, and such changes could be material to future depreciation and amortization and the Company’s consolidated results of operations.

The Company expects to conclude its analysis in the first quarter of 2024.

To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.

‎

| | | 2023 | | | 2022 | | | 2021 | |

(1)The year ended December 31, 2023 includes a $3.1 million reserve recorded related to Oi S.A.

Compensation expense for RSUs and PSUs

Subsequent to year end, the Company repaid an additional $15.0 million under its intercompany loan agreements.

The fair value

| | | | | | 2023 | | | 2022 | |

To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.

| | | | | | 2023 | | | 2022 | |

Company to terminate the lease.

On June 21, 2023, the Company amended its interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023.

The Company elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship, allowing the Company to continue applying hedge accounting to its cash flow hedge.

| | |

| /s/ Duncan H. Cocroft | Director | February 28, 2023 |

| Duncan H. Cocroft | | |

| /s/ Fidelma Russo | Director | February 28, 2023 |

| Fidelma Russo | | |

February 28, 2023

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| BALANCE, December 31, 2019 | | 111,775 | | $ | 1,118 | | $ | 2,461,335 | | $ | (5,560,695) | | $ | (568,765) | | $ | (3,667,007) |

| Repurchase and retirement of common stock | | (3,069) | | | (31) | | | — | | | (859,304) | | | — | | | (859,335) |

| Corporation | | — | | | — | | | — | | | — | | | (140,046) | | | (140,046) |

| Dividends on common stock | | — | | | — | | | — | | | (208,133) | | | — | | | (208,133) |

| Termination of interest rate swap | | | — | | | — | | | (176,200) |

| Interest | | $ | 378,574 | | $ | 360,098 | | $ | 351,886 |

| Deferred payment on acquired assets | | $ | — | | $ | — | | $ | 77,124 |

payment and performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business, as well as collateral associated with workers’ compensation plans (see Note 4).

In making the determination of the period for which the Company is reasonably certain to remain on the site, the Company will assume optional renewals are reasonably certain of being exercised for the greater of: (1) a period sufficient to cover all tenants under their current committed term where the Company has provided rights to the tower not to exceed the contractual ground lease terms including renewals and (2) a period sufficient to recover the investment of significant leasehold improvements located on the site.

The Company has not identified any tax exposures that require a reserve.

To the extent that the Company records unrecognized tax exposures, any related interest and penalties will be recognized as interest expense in the Company’s Consolidated Statements of Operations.

Refer to Note 7 for further details about this acquisition.

to three years after they have been acquired.

In making the determination of the period for which the Company is reasonably certain to remain on the site, the Company will assume optional renewals are reasonably certain of being exercised for the greater of: (1) a period sufficient to cover all tenants under their current committed term where the Company has provided rights to the tower not to exceed the contractual ground lease terms including renewals and (2) a period sufficient to recover the investment of significant leasehold improvements located on the site (generally 15 years).

ASU 2020-04, ASU 2021-01, and ASU 2022-06, Reference Rate Reform, provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

An entity may elect to apply the amendments prospectively through December 31, 2024.

The ICE Benchmark Administration Limited (“IBA”) ceased the publication of USD LIBOR for the 1 week and 2 month tenors on December 31, 2021 and will cease all other tenors on June 30, 2023.

On July 7, 2021, the Company amended its Revolving Credit Facility to provide mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate.

As of December 31, 2022, the Company has not modified any other contracts as a result of reference rate reform and is evaluating the impact this standard may have on its consolidated financial statements.

The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential, and expected timing of lease-up.

The fair value of the long-lived and intangible assets is calculated using a discounted cash flow model.

Some of these investments provide for the Company to increase their investment in the future through call options exercisable by the Company and put options exercisable by the investee.

These put and call options are recorded at fair market value.

costs, (2) ground rents, real estate and personal property taxes, and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees.

| | | $ | 54,358 | | $ | 43,190 |

Legal title has been fully transferred for 1,295 of the towers.

The remaining 150 towers are pending post-closing due diligence and continue to be accounted for as acquired and other right-of-use assets, net on the consolidated balance sheet until transfer of title for these towers is completed, which the Company anticipates to be in tranches through the end of the second quarter of 2023.

Upon legal transfer, these assets will be reclassified to tower related assets.