Item 1. FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

		September 30,			December 31,
		2023			2022
ASSETS		(unaudited)
Current assets:
Cash and cash equivalents		$	190,545		$	143,708
Restricted cash			37,221			41,959
Accounts receivable, net			158,333			184,368
Costs and estimated earnings in excess of billings on uncompleted contracts			28,334			79,549
Prepaid expenses and other current assets			45,550			33,149
Total current assets			459,983			482,733
Property and equipment, net			2,700,717			2,713,727
Intangible assets, net			2,523,620			2,776,472
Operating lease right-of-use assets, net			2,315,868			2,381,955
Acquired and other right-of-use assets, net			1,488,762			1,507,781
Other assets			845,231			722,373
Total assets		$	10,334,181		$	10,585,041
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		$	46,613		$	51,427
Accrued expenses			92,700			101,484
Current maturities of long-term debt			24,000			24,000
Deferred revenue			175,804			154,553
Accrued interest			30,106			54,173
Current lease liabilities			272,435			262,365
Other current liabilities			21,490			48,762
Total current liabilities			663,148			696,764
Long-term liabilities:
Long-term debt, net			12,491,102			12,844,162
Long-term lease liabilities			1,979,150			2,040,628
Other long-term liabilities			332,220			248,067
Total long-term liabilities			14,802,472			15,132,857
Redeemable noncontrolling interests			35,047			31,735
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding			—			—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 108,120 shares and
107,997 shares issued and outstanding at September 30, 2023 and December 31, 2022,
respectively			1,081			1,080
Additional paid-in capital			2,848,463			2,795,176
Accumulated deficit			(7,421,725)			(7,482,061)
Accumulated other comprehensive loss, net			(594,305)			(590,510)
Total shareholders' deficit			(5,166,486)			(5,276,315)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit		$	10,334,181		$	10,585,041

The accompanying condensed notes are an integral part of these consolidated financial statements.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
Revenues:
Site leasing		$	637,440		$	587,302		$	1,880,851		$	1,726,967
Site development			45,104			88,282			155,709			220,393
Total revenues			682,544			675,584			2,036,560			1,947,360
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing			118,277			112,013			353,411			330,682
Cost of site development			31,493			65,540			114,914			165,809
Selling, general, and administrative expenses (1)			64,821			65,843			200,412			191,241
Acquisition and new business initiatives related
adjustments and expenses			5,612			6,844			16,622			18,776
Asset impairment and decommission costs			33,063			8,532			92,320			25,565
Depreciation, accretion, and amortization			180,674			173,825			544,909			524,541
Total operating expenses			433,940			432,597			1,322,588			1,256,614
Operating income			248,604			242,987			713,972			690,746
Other income (expense):
Interest income			5,266			2,858			12,765			6,878
Interest expense			(99,322)			(86,961)			(301,835)			(253,528)
Non-cash interest expense			(7,898)			(11,528)			(29,655)			(34,582)
Amortization of deferred financing fees			(5,097)			(4,955)			(15,129)			(14,758)
Other (expense) income, net			(48,330)			(39,756)			29,961			2,262
Total other expense, net			(155,381)			(140,342)			(303,893)			(293,728)
Income before income taxes			93,223			102,645			410,079			397,018
Provision for income taxes			(7,861)			(2,883)			(22,192)			(39,797)
Net income			85,362			99,762			387,887			357,221
Net loss attributable to noncontrolling interests			2,057			247			4,397			929
Net income attributable to SBA Communications
Corporation		$	87,419		$	100,009		$	392,284		$	358,150
Net income per common share attributable to SBA
Communications Corporation:
Basic		$	0.81		$	0.93		$	3.62		$	3.32
Diluted		$	0.80		$	0.91		$	3.60		$	3.27
Weighted-average number of common shares
Basic			108,373			107,916			108,288			107,950
Diluted			108,891			109,358			109,017			109,416

(1)Includes non-cash compensation of $20,615 and $24,945 for the three months ended September 30, 2023 and 2022, respectively, and $63,709 and $72,309 for the nine months ended September 30, 2023 and 2022, respectively.

The accompanying condensed notes are an integral part of these consolidated financial statements.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited) (in thousands)

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
Net income		$	85,362		$	99,762		$	387,887		$	357,221
Adjustments related to interest rate swaps			(9,489)			53,336			(16,561)			162,491
Foreign currency translation adjustments			(29,688)			(40,757)			11,867			(14,277)
Comprehensive income			46,185			112,341			383,193			505,435
Comprehensive loss attributable to noncontrolling interests			2,499			247			5,296			1,130
Comprehensive income attributable to SBA
Communications Corporation		$	48,684		$	112,588		$	388,489		$	506,565

The accompanying condensed notes are an integral part of these consolidated financial statements.

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS**’ DEFICIT**

(unaudited) (in thousands)

													Accumulated
		Class A					Additional						Other			Total
		Common Stock					Paid-In			Accumulated			Comprehensive			Shareholders'
		Shares		Amount			Capital			Deficit			Loss, Net			Deficit
BALANCE, June 30, 2023		108,381		$	1,084		$	2,824,994		$	(7,362,838)		$	(555,570)		$	(5,092,330)
Net income attributable to SBA
Communications Corporation		—			—			—			87,419			—			87,419
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements		11			—			1,655			—			—			1,655
Non-cash stock compensation		—			—			21,787			—			—			21,787
Adjustments related to interest rate swaps		—			—			—			—			(9,489)			(9,489)
Repurchase and retirement of common stock		(272)			(3)			—			(53,649)			—			(53,652)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation		—			—			—			—			(29,246)			(29,246)
Dividends and dividend equivalents
on common stock		—			—			—			(92,657)			—			(92,657)
Adjustment to redemption amount related to
noncontrolling interests		—			—			27			—			—			27
BALANCE, September 30, 2023		108,120		$	1,081		$	2,848,463		$	(7,421,725)		$	(594,305)		$	(5,166,486)

													Accumulated
		Class A					Additional						Other			Total
		Common Stock					Paid-In			Accumulated			Comprehensive			Shareholders'
		Shares		Amount			Capital			Deficit			Loss, Net			Deficit
BALANCE, December 31, 2022		107,997		$	1,080		$	2,795,176		$	(7,482,061)		$	(590,510)		$	(5,276,315)
Net income attributable to SBA
Communications Corporation		—			—			—			392,284			—			392,284
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements		395			4			(6,418)			—			—			(6,414)
Non-cash stock compensation		—			—			67,113			—			—			67,113
Adjustments related to interest rate swaps		—			—			—			—			(16,561)			(16,561)
Repurchase and retirement of common stock		(272)			(3)			—			(53,649)			—			(53,652)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation		—			—			—			—			12,766			12,766
Dividends and dividend equivalents
on common stock		—			—			—			(278,299)			—			(278,299)
Adjustment to redemption amount related to
noncontrolling interests		—			—			(7,408)			—			—			(7,408)
BALANCE, September 30, 2023		108,120		$	1,081		$	2,848,463		$	(7,421,725)		$	(594,305)		$	(5,166,486)

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

													Accumulated
		Class A					Additional						Other			Total
		Common Stock					Paid-In			Accumulated			Comprehensive			Shareholders'
		Shares		Amount			Capital			Deficit			Loss, Net			Deficit
BALANCE, June 30, 2022		107,872		$	1,079		$	2,717,963		$	(7,531,180)		$	(626,473)		$	(5,438,611)
Net income attributable to SBA
Communications Corporation		—			—			—			100,009			—			100,009
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements		92			1			13,221			—			—			13,222
Non-cash stock compensation		—			—			26,017			—			—			26,017
Adjustments related to interest rate swaps		—			—			—			—			53,336			53,336
Foreign currency translation adjustments
attributable to SBA Communications
Corporation		—			—			—			—			(40,757)			(40,757)
Dividends and dividend equivalents
on common stock		—			—			—			(77,060)			—			(77,060)
Adjustment to redemption amount related to
noncontrolling interests		—			—			(986)			—			—			(986)
BALANCE, September 30, 2022		107,964		$	1,080		$	2,756,215		$	(7,508,231)		$	(613,894)		$	(5,364,830)

													Accumulated
		Class A					Additional						Other			Total
		Common Stock					Paid-In			Accumulated			Comprehensive			Shareholders'
		Shares		Amount			Capital			Deficit			Loss, Net			Deficit
BALANCE, December 31, 2021		108,956		$	1,089		$	2,681,347		$	(7,203,531)		$	(762,309)		$	(5,283,404)
Net income attributable to SBA
Communications Corporation		—			—			—			358,150			—			358,150
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements		308			3			23,797			—			—			23,800
Non-cash stock compensation		—			—			75,566			—			—			75,566
Adjustments related to interest rate swaps		—			—			—			—			162,491			162,491
Repurchase and retirement of common stock		(1,300)			(12)			—			(431,654)			—			(431,666)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation		—			—			—			—			(14,076)			(14,076)
Dividends on common stock		—			—			—			(231,196)			—			(231,196)
Adjustment to redemption amount related to
noncontrolling interests		—			—			(24,495)			—			—			(24,495)
BALANCE, September 30, 2022		107,964		$	1,080		$	2,756,215		$	(7,508,231)		$	(613,894)		$	(5,364,830)

The accompanying condensed notes are an integral part of these consolidated financial statements.

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

		For the nine months ended September 30,
		2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	387,887		$	357,221
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization			544,909			524,541
Gain on remeasurement of U.S. denominated intercompany loans			(38,752)			(8,501)
Non-cash compensation expense			65,830			74,140
Non-cash asset impairment and decommission costs			81,067			25,202
Deferred and non-cash income tax (benefit) provision			(1,462)			15,532
Other non-cash items reflected in the Statements of Operations			61,331			55,013
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net			58,673			(33,895)
Prepaid expenses and other assets			(23,501)			(31,446)
Operating lease right-of-use assets, net			111,310			104,771
Accounts payable and accrued expenses			(18,257)			13,062
Accrued interest			(23,767)			(23,982)
Long-term lease liabilities			(103,815)			(96,092)
Other liabilities			10,329			21,500
Net cash provided by operating activities			1,111,782			997,066
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions			(92,851)			(418,721)
Capital expenditures			(173,976)			(148,348)
Purchase of investments			(1,005,143)			(506,581)
Proceeds from sale of investments			1,005,003			482,835
Other investing activities			(94,909)			(496)
Net cash used in investing activities			(361,876)			(591,311)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility			190,000			330,000
Repayments under Revolving Credit Facility			(540,000)			(270,000)
Repurchase and retirement of common stock			(53,652)			(431,666)
Payment of dividends on common stock			(278,201)			(230,102)
Proceeds from employee stock purchase/stock option plans			21,058			33,745
Payments related to taxes on stock options and restricted stock units			(27,472)			(9,905)
Other financing activities			(17,397)			11,860
Net cash used in financing activities			(705,664)			(566,068)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			(1,441)			4,561
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH			42,801			(155,752)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period			189,283			435,626
End of period		$	232,084		$	279,874

The accompanying condensed notes are an integral part of these consolidated financial statements.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

		For the nine months ended September 30,
		2023			2022
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	325,799		$	277,219
Income taxes		$	20,290		$	18,848
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities		$	46,909		$	137,126
Operating lease modifications and reassessments		$	15,680		$	36,181
Right-of-use assets obtained in exchange for new finance lease liabilities		$	1,954		$	3,701

The accompanying condensed notes are an integral part of these consolidated financial statements.

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

**1.**BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals and deferrals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s construction contracts, stock-based compensation assumptions, valuation allowance related to deferred tax assets, fair value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, incremental borrowing rate for lease accounting, fair value of investments, and asset retirement obligations. Management develops estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the information available. These estimates ultimately may differ from actual results and such differences could be material.

The Company is in the process of reviewing the remaining estimated useful lives of its towers and intangible assets and is considering 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. 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. The Company expects to conclude its analysis in 2024.

Foreign Currency Translation

All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the period. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statement of Shareholders’ Deficit.

For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other income (expense), net in the Consolidated Statements of Operations.

Intercompany Loans Subject to Remeasurement

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $31.2 million loss and a $25.5 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2023 and 2022, respectively, and a $24.1 million gain and a $4.3 million gain, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2023, the Company funded $4.2 million and repaid $148.4 million under its intercompany loan agreements. As of September 30, 2023 and December 31, 2022, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $1.4 billion and $1.5 billion, respectively.

‎

Reference Rate Reform

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 has 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. On July 3, 2023, the Company amended its 2018 Term Loan and its 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. Refer to Notes 10 and 17 for further discussion of the 2018 Term Loan, Revolving Credit Facility, and the Company’s interest rate swap.

**2.**FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis— The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.

Refer to Note 16 for discussion of the Company’s redeemable noncontrolling interests.

Items Measured at Fair Value on a Nonrecurring Basis— The Company estimates the fair value of assets subject to impairment using a discounted cash flow (“DCF”) (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used discount rates ranging from 6.5% - 8.8%.

Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs:

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
		(in thousands)
Towers and related assets (1)		$	19,520		$	4,056		$	50,761		$	12,475
Operating lease right-of-use assets (1)(2)			8,156			2,896			23,611			9,151
Write-off of carrying value of decommissioned towers			1,613			1,275			4,414			3,599
Other (including tower and equipment decommission costs)			3,774			305			13,534			340
Total asset impairment and decommission costs		$	33,063		$	8,532		$	92,320		$	25,565

(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers. As a result of increased churn, the Company experienced increased asset impairment charges for the three and nine months ended September 30, 2023.

(2)Amounts relate to the recognition of impairment charges on our right-of-use assets recorded in accordance with ASC 842.

The Company’s long-term investments were $31.6 million and $40.7 million as of September 30, 2023 and December 31, 2022, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. The estimation of the fair value of the investment involves the use of Level 3 inputs. The Company evaluates these investments for indicators of impairment. The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is less than the carrying amount, an impairment charge will be recorded.

Fair Value of Financial Instruments— The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of September 30, 2023 and December 31, 2022, the Company had $1.1 million and $1.3 million of short-term investments, respectively.

For the nine months ended September 30, 2023, the Company purchased and sold $1.0 billion of short-term investments. For the nine months ended September 30, 2022, the Company purchased $501.6 million and sold $481.6 million of short-term investments.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate (or Term SOFR as amended July 3, 2023) was set for the Revolving Credit Facility (112.5 to 150.0 basis points). Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments.

For discussion of the Company’s derivatives and hedging activities, refer to Note 17.

**3.**CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:

		As of			As of
		September 30, 2023			December 31, 2022			Included on Balance Sheet
		(in thousands)
Cash and cash equivalents		$	190,545		$	143,708		Cash and cash equivalents
Securitization escrow accounts			31,277			35,820		Restricted cash - current asset
Payment, performance bonds, and other			5,944			6,139		Restricted cash - current asset
Surety bonds and workers compensation			4,318			3,616		Other assets - noncurrent
Total cash, cash equivalents, and restricted cash		$	232,084		$	189,283

Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service 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. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 10) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash includes $5.7 million and $6.0 million held in escrow as of September 30, 2023 and December 31, 2022, respectively, related to the Company’s acquisition activities.

Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of September 30, 2023 and December 31, 2022, the Company had $42.0 million and $42.3 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of September 30, 2023 and December 31, 2022, the Company had pledged $2.4 million and $2.3 million, respectively, as collateral related to its workers’ compensation policy.

**4.**COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:

		As of			As of
		September 30, 2023			December 31, 2022
		(in thousands)
Costs incurred on uncompleted contracts		$	137,716		$	137,736
Estimated earnings			78,578			51,287
Billings to date			(197,947)			(134,665)
		$	18,347		$	54,358

These amounts are included in the Consolidated Balance Sheets under the following captions:

		As of			As of
		September 30, 2023			December 31, 2022
		(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts		$	28,334		$	79,549
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)			(9,987)			(25,191)
		$	18,347		$	54,358

At September 30, 2023 and December 31, 2022, the two largest customers comprised 92.8% and 96.7%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

**5.**PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

The Company’s prepaid expenses and other current assets are comprised of the following:

		As of			As of
		September 30, 2023			December 31, 2022
			(in thousands)
Short-term investments		$	1,141		$	1,331
Prepaid real estate taxes			4,707			3,333
Interest receivable			4,213			529
Prepaid taxes			10,426			10,639
Prepaid ground rent			4,213			3,867
Other current assets			20,850			13,450
Total prepaid expenses and other current assets		$	45,550		$	33,149

The Company’s other assets are comprised of the following:

		As of			As of
		September 30, 2023			December 31, 2022
			(in thousands)
Straight-line rent receivable		$	410,611		$	388,638
Interest rate swap asset (1)			143,252			182,860
Loans receivable (2)			135,845			39,922
Deferred lease costs, net			8,262			7,747
Deferred tax asset - long term			68,248			16,173
Long-term investments			31,569			40,696
Other			47,444			46,337
Total other assets		$	845,231		$	722,373

(1)Refer to Note 17 for more information on the Company’s interest rate swaps.

(2)On March 17, 2023 (and as amended on August 25, 2023), the Company entered into a loan with one of its unconsolidated joint ventures (“the Investee”). As part of the loan agreement, the Investee may borrow up to $120.0 million in aggregate principal amount, consisting of a $73.0 million initial term loan and $47.0 million of delayed draw term loans. The final maturity date of the loans is January 31, 2027. The loans accrue interest at a variable rate, adjusting monthly, plus the applicable margin. Interest on the loans is received monthly. The funding of the loans is recorded in Other investing activities on the Consolidated Statements of Cash Flows. As of September 30, 2023, the outstanding principal balance of the loan was $93.0 million and was accruing interest at 10.067%.

‎

**6.**ACQUISITIONS

The following table summarizes the Company’s acquisition activity:

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
		(in thousands)
Acquisitions of towers and related intangible assets (1)		$	39,852		$	57,439		$	59,457		$	343,967
Acquisition of right-of-use assets			1,208			—			3,954			2,220
Land buyouts and other assets (2)(3)			12,054			7,704			29,440			72,534
Total cash acquisition capital expenditures		$	53,114		$	65,143		$	92,851		$	418,721

(1)The nine months ended September 30, 2022 includes $176.1 million of acquisitions related to the Company’s purchase of sites from Airtel Tanzania.

(2)Excludes $6.7 million and $4.3 million spent to extend ground lease terms for the three months ended September 30, 2023 and 2022, respectively, and excludes $15.0 million and $10.6 million spent to extend ground lease terms for the nine months ended September 30, 2023 and 2022, respectively. The Company recorded these amounts in prepaid ground rent within prepaid expenses and other current assets on its Consolidated Balance Sheets.

(3)The nine months ended September 30, 2022 includes amounts paid related to the acquisition of a data center.

During the nine months ended September 30, 2023, the Company acquired 68 towers and related assets and liabilities consisting of $11.0 million of property and equipment, net, $49.0 million of intangible assets, net, $13.4 million of operating lease right-of-use assets, net, $2.8 million of acquired and other right-of-use assets, net, $2.4 million of acquisition related holdbacks, $11.3 million of long-term lease liabilities, and $0.9 million of other net assets assumed. During the nine months ended September 30, 2023, the Company concluded that for all of its acquisitions substantially all of the value of its tower acquisition is concentrated in a group of similar identifiable assets.

Additionally, subsequent to September 30, 2023, the Company purchased or is under contract to purchase 215 communication sites for an aggregate consideration of $74.0 million in cash. The Company anticipates that these acquisitions will be consummated by the end of the second quarter of 2024.

The maximum potential obligation related to contingent consideration for acquisitions was $18.4 million and $10.1 million as of September 30, 2023 and December 31, 2022, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

**7.**PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

		As of			As of
		September 30, 2023			December 31, 2022
		(in thousands)
Towers and related assets (1)		$	5,793,604		$	5,650,902
Construction-in-process (2)			96,656			77,564
Furniture, equipment, and vehicles			72,801			67,403
Land, buildings, and improvements			915,444			889,293
Total property and equipment			6,878,505			6,685,162
Less: accumulated depreciation			(4,177,788)			(3,971,435)
Property and equipment, net		$	2,700,717		$	2,713,727

(1)Includes amounts related to the Company’s data centers.

(2)Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.

Depreciation expense was $68.2 million and $68.3 million for the three months ended September 30, 2023 and 2022, respectively, and $206.6 million and $205.0 million for the nine months ended September 30, 2023 and 2022, respectively. At

September 30, 2023 and December 31, 2022, unpaid capital expenditures that are included in accounts payable and accrued expenses were $7.1 million and $7.5 million, respectively.

**8.**INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

		As of September 30, 2023									As of December 31, 2022
		Gross carrying			Accumulated			Net book			Gross carrying			Accumulated			Net book
		amount			amortization			value			amount			amortization			value
		(in thousands)
Current contract intangibles		$	5,219,410		$	(3,304,831)		$	1,914,579		$	5,170,187		$	(3,060,494)		$	2,109,693
Network location intangibles			1,914,158			(1,305,117)			609,041			1,893,048			(1,226,269)			666,779
Intangible assets, net		$	7,133,568		$	(4,609,948)		$	2,523,620		$	7,063,235		$	(4,286,763)		$	2,776,472

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $100.4 million for the three months ended September 30, 2023 and 2022, and $303.5 million and $303.0 million for the nine months ended September 30, 2023 and 2022, respectively.

**9.**ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The Company’s accrued expenses are comprised of the following:

		As of			As of
		September 30, 2023			December 31, 2022
		(in thousands)
Salaries and benefits		$	24,114		$	27,727
Real estate and property taxes			9,836			8,422
Unpaid capital expenditures			7,071			7,476
Acquisition related holdbacks			15,605			25,681
Other			36,074			32,178
Total accrued expenses		$	92,700		$	101,484

The Company’s other current liabilities are comprised of the following:

		As of			As of
		September 30, 2023			December 31, 2022
		(in thousands)
Billings in excess of costs and estimated earnings on uncompleted contracts		$	9,987		$	25,191
Taxes payable			8,369			10,641
Other			3,134			12,930
Total other current liabilities		$	21,490		$	48,762

‎

**10.**DEBT

The principal values, fair values, and carrying values of debt consist of the following (in thousands):

				As of									As of
				September 30, 2023									December 31, 2022
		Maturity Date		Principal‎Balance			Fair Value			Carrying‎Value			Principal‎Balance			Fair Value			Carrying‎Value
Revolving Credit Facility		Jul. 7, 2026		$	370,000		$	370,000		$	370,000		$	720,000		$	720,000		$	720,000
2018 Term Loan		Apr. 11, 2025			2,274,000			2,271,158			2,268,489			2,292,000			2,280,540			2,284,007
2014-2C Tower Securities (1)		Oct. 8, 2024			620,000			602,454			618,880			620,000			598,480			618,099
2019-1C Tower Securities (1)		Jan. 12, 2025			1,165,000			1,107,799			1,161,718			1,165,000			1,095,776			1,159,860
2020-1C Tower Securities (1)		Jan. 9, 2026			750,000			677,753			746,570			750,000			665,633			745,480
2020-2C Tower Securities (1)		Jan. 11, 2028			600,000			510,414			596,209			600,000			506,574			595,586
2021-1C Tower Securities (1)		Nov. 9, 2026			1,165,000			1,008,599			1,157,471			1,165,000			991,705			1,155,724
2021-2C Tower Securities (1)		Apr. 9, 2027			895,000			766,926			888,721			895,000			756,302			887,443
2021-3C Tower Securities (1)		Oct. 9, 2031			895,000			681,954			887,146			895,000			686,134			886,495
2022-1C Tower Securities (1)		Jan. 11, 2028			850,000			844,492			840,973			850,000			855,899			840,053
2020 Senior Notes		Feb. 15, 2027			1,500,000			1,374,180			1,489,215			1,500,000			1,375,815			1,487,013
2021 Senior Notes		Feb. 1, 2029			1,500,000			1,245,000			1,489,710			1,500,000			1,286,250			1,488,402
Total debt				$	12,584,000		$	11,460,729		$	12,515,102		$	12,952,000		$	11,819,108		$	12,868,162
Less: current maturities of long-term debt											(24,000)									(24,000)
Total long-term debt, net of current maturities										$	12,491,102								$	12,844,162

(1)The maturity date represents the anticipated repayment date for each issuance.

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

		Interest		For the three months ended September 30,												For the nine months ended September 30,
		Rates as of		2023						2022						2023						2022
		September 30,		Cash			Non-cash			Cash			Non-cash			Cash			Non-cash			Cash			Non-cash
		2023		Interest			Interest			Interest			Interest			Interest			Interest			Interest			Interest
				(in thousands)
Revolving Credit Facility		6.520%		$	6,219		$	—		$	4,896		$	—		$	24,287		$	—		$	10,778		$	—
2018 Term Loan (1)		2.651%			15,615			6,803			13,038			11,440			44,898			23,701			35,565			34,318
2014-2C Tower Securities		3.869%			6,046			—			6,046			—			18,138			—			18,138			—
2018-1C Tower Securities		3.448%			—			—			5,570			—			—			—			16,711			—
2019-1C Tower Securities		2.836%			8,357			—			8,357			—			25,072			—			25,072			—
2020-1C Tower Securities		1.884%			3,598			—			3,598			—			10,793			—			10,793			—
2020-2C Tower Securities		2.328%			3,540			—			3,540			—			10,619			—			10,619			—
2021-1C Tower Securities		1.631%			4,870			—			4,870			—			14,567			—			14,567			—
2021-2C Tower Securities		1.840%			4,196			—			4,196			—			12,587			—			12,587			—
2021-3C Tower Securities		2.593%			5,873			—			5,873			—			17,619			—			17,619			—
2022-1C Tower Securities		6.599%			14,094			—			—			—			42,281			—			—			—
2020 Senior Notes		3.875%			14,531			92			14,531			88			43,594			274			43,594			264
2021 Senior Notes		3.125%			11,719			—			11,719			—			35,156			—			35,156			—
Other					664			1,003			727			—			2,224			5,680			2,329			—
Total				$	99,322		$	7,898		$	86,961		$	11,528		$	301,835		$	29,655		$	253,528		$	34,582

(1)The 2018 Term Loan has a blended rate of 2.651%, which includes the impact of the interest rate swaps entered into on August 4, 2020, and amended on June 21, 2023, which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through July 31, 2023 and then at Term SOFR plus 185 basis points (inclusive of a credit spread adjustment (“CSA”) of 0.10%) for an all-in fixed rate of 1.900% per annum through the maturity date of the 2018 Term Loan. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at 7.170% as of September 30, 2023. Refer to Note 17 for more information on the Company’s interest rate swap.

Terms of the Senior Credit Agreement

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC (“SBA Senior Finance II”), amended its Revolving Credit Facility to replace LIBOR with Term SOFR as the benchmark interest rate and make related changes.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate (or Term SOFR as amended July 3, 2023) plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, July 7, 2026. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

The key terms of the Revolving Credit Facility are as follows:

				Unused		Financial Covenant
		Interest Rate		Commitment		Compliance
		as of		Fee as of		Status as of
		September 30, 2023 (1)		September 30, 2023 (2)		September 30, 2023
Revolving Credit Facility		6.520%		0.140%		In Compliance

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2022.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2022.

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2023 and 2022 (in thousands):

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
Beginning outstanding balance		$	450,000		$	530,000		$	720,000		$	350,000
Borrowings			50,000			—			190,000			330,000
Repayments			(130,000)			(120,000)			(540,000)			(270,000)
Ending outstanding balance		$	370,000		$	410,000		$	370,000		$	410,000

Subsequent to September 30, 2023, the Company repaid $85.0 million under the Revolving Credit Facility, and as of the date of this filing, $285.0 million was outstanding.

Term Loan under the Senior Credit Agreement

On July 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its 2018 Term Loan to replace LIBOR with Term SOFR as the benchmark interest rate. As amended, the 2018 Term Loan accrues interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%).

On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan.

During the three and nine months ended September 30, 2023, the Company repaid an aggregate of $6.0 million and $18.0 million, respectively, of principal on the 2018 Term Loan. As of September 30, 2023, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

As of September 30, 2023, the entities that are borrowers on the mortgage loan (the “Borrowers”) met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

**11.**SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has outstanding stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15).

Stock Repurchases

The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On October 28, 2021, the Company’s Board of Directors authorized a $1.0 billion stock repurchase plan, replacing the prior plan. As of the date of this filing, the Company had $404.7 million of authorization remaining under the new plan.

The following is a summary of the Company’s share repurchases:

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
Total number of shares purchased (in millions) (1)			0.4			—			0.4			1.3
Average price per share (1)		$	197.75		$	—		$	197.75		$	332.00
Total purchase price (in millions) (1)		$	87.3		$	—		$	87.3		$	431.6

Subsequent to September 30, 2023, the Company made the following share repurchases:

Total number of shares purchased (in millions) (1)												0.1
Average price per share (1)											$	198.84
Total purchase price (in millions) (1)											$	12.7

(1)Amounts reflected are based on the trade date and differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.

‎

Dividends

For the nine months ended September 30, 2023, the Company paid the following cash dividends:

		Payable to Shareholders
		of Record at the Close		Cash Paid		Aggregate Amount
Date Declared		of Business on		Per Share		Paid		Date Paid
February 20, 2023		March 10, 2023		$0.85		$93.9 million		March 24, 2023
April 30, 2023		May 26, 2023		$0.85		$92.1 million		June 21, 2023
July 30, 2023		August 24, 2023		$0.85		$92.1 million		September 20, 2023

Dividends paid in 2023 were ordinary taxable dividends.

Subsequent to September 30, 2023, the Company declared the following cash dividends:

		Payable to Shareholders		Cash to
		of Record at the Close		be Paid
Date Declared		of Business on		Per Share		Date to be Paid
November 1, 2023		November 16, 2023		$0.85		December 14, 2023

**12.**STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

									For the nine
									months ended
									September 30, 2023
Risk free interest rate									3.96%
Dividend yield									1.5%
Expected volatility									30%
Expected lives									4.4 years

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2023 as follows (dollars and shares in thousands, except for per share data):

				Weighted-			Weighted-Average
				Average			Remaining
		Number		Exercise Price			Contractual		Aggregate
		of Shares		Per Share			Life (in years)		Intrinsic Value
Outstanding at December 31, 2022		1,673		$	161.02
Granted		20		$	224.24
Exercised		(181)		$	128.11
Forfeited/canceled		(14)		$	238.10
Outstanding at September 30, 2023		1,498		$	165.11		1.9		$	54,436
Exercisable at September 30, 2023		1,469		$	163.42		1.8		$	54,436
Unvested at September 30, 2023		29		$	254.17		9.3		$	—

The weighted-average per share fair value of options granted during the nine months ended September 30, 2023 was $58.95. The total intrinsic value for options exercised during the nine months ended September 30, 2023 was $24.2 million.

‎

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the nine months ended September 30, 2023:

		RSUs					PSUs (1)
				Weighted-Average					Weighted-Average
		Number of		Grant Date Fair			Number of		Grant Date Fair
		Shares		Value per Share			Shares		Value per Share
		(in thousands)					(in thousands)
Outstanding at December 31, 2022		222		$	280.66		429		$	332.18
Granted		175		$	254.60		97		$	263.17
PSU adjustment (2)		—		$	—		65		$	302.96
Vested		(118)		$	264.39		(207)		$	345.08
Forfeited/canceled		(13)		$	276.96		(15)		$	298.42
Outstanding at September 30, 2023		266		$	270.40		369		$	298.50

(1)PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model.

(2)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date.

**13.**INCOME TAXES

The primary reasons for the difference between the Company’s effective tax rate and the U.S. statutory rate are the Company’s REIT election and the Company’s release of the full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary (“TRS”). The TRS concluded that it was appropriate to release the full valuation allowance of $66.3 million during the second quarter of 2023. A foreign tax provision is recognized because certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.

The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its TRS. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately $545.2 million as of December 31, 2022, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized.

The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and the Company periodically receives notifications of audits, assessments, or other actions by taxing authorities. In certain jurisdictions, taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not reflective of the Company’s actual tax liability, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.

In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2016 through 2019. The Company strongly disagrees with the assessment and has filed an appeal with the higher appellate taxing authorities as the Company believes the proposed adjustments are without merit. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. The Company will continue to vigorously contest the adjustments and expects to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process. There can be no assurance that these matters will be resolved in the Company’s favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on the Company’s results of operations or cash flows in any one period. As of September 30,

2023, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $94.3 million. This range excludes penalties and interest, which as of such date would have been $95.5 million.

**14.**SEGMENT DATA

The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region.

Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.

		Domestic Site			Int'l Site			Site
		Leasing			Leasing			Development			Other			Total
For the three months ended September 30, 2023		(in thousands)
Revenues (1)		$	468,371		$	169,069		$	45,104		$	—		$	682,544
Cost of revenues (2)			66,768			51,509			31,493			—			149,770
Operating profit			401,603			117,560			13,611			—			532,774
Selling, general, and administrative expenses			30,759			15,925			4,993			13,144			64,821
Acquisition and new business initiatives
related adjustments and expenses			2,369			3,243			—			—			5,612
Asset impairment and decommission costs			25,560			7,503			—			—			33,063
Depreciation, amortization and accretion			114,849			63,218			915			1,692			180,674
Operating income (loss)			228,066			27,671			7,703			(14,836)			248,604
Other expense, net (principally interest
expense and other income)												(155,381)			(155,381)
Income before income taxes															93,223
Cash capital expenditures (3)			81,886			31,583			1,280			681			115,430
For the three months ended September 30, 2022
Revenues (1)		$	449,595		$	137,707		$	88,282		$	—		$	675,584
Cost of revenues (2)			66,423			45,590			65,540			—			177,553
Operating profit			383,172			92,117			22,742			—			498,031
Selling, general, and administrative expenses			31,380			14,952			5,711			13,800			65,843
Acquisition and new business initiatives
related adjustments and expenses			4,318			2,526			—			—			6,844
Asset impairment and decommission costs			7,835			697			—			—			8,532
Depreciation, amortization and accretion			122,149			49,530			624			1,522			173,825
Operating income (loss)			217,490			24,412			16,407			(15,322)			242,987
Other expense, net (principally interest
expense and other income)												(140,342)			(140,342)
Income before income taxes															102,645
Cash capital expenditures (3)			48,522			73,007			1,367			933			123,829

‎

		Domestic Site			Int'l Site			Site
		Leasing			Leasing			Development			Other			Total
For the nine months ended September 30, 2023		(in thousands)
Revenues (1)		$	1,379,959		$	500,892		$	155,709		$	—		$	2,036,560
Cost of revenues (2)			200,952			152,459			114,914			—			468,325
Operating profit			1,179,007			348,433			40,795			—			1,568,235
Selling, general, and administrative expenses			90,946			51,068			15,541			42,857			200,412
Acquisition and new business initiatives
related adjustments and expenses			8,174			8,448			—			—			16,622
Asset impairment and decommission costs			75,460			14,633			—			2,227			92,320
Depreciation, amortization and accretion			351,689			185,522			2,767			4,931			544,909
Operating income (loss)			652,738			88,762			22,487			(50,015)			713,972
Other expense, net (principally interest
expense and other income)												(303,893)			(303,893)
Income before income taxes															410,079
Cash capital expenditures (3)			177,464			86,695			2,350			2,272			268,781
For the nine months ended September 30, 2022
Revenues (1)		$	1,324,666		$	402,301		$	220,393		$	—		$	1,947,360
Cost of revenues (2)			197,995			132,687			165,809			—			496,491
Operating profit			1,126,671			269,614			54,584			—			1,450,869
Selling, general, and administrative expenses			90,541			45,519			16,445			38,736			191,241
Acquisition and new business initiatives
related adjustments and expenses			10,705			8,071			—			—			18,776
Asset impairment and decommission costs			20,407			5,158			—			—			25,565
Depreciation, amortization and accretion			367,853			150,008			1,831			4,849			524,541
Operating income (loss)			637,165			60,858			36,308			(43,585)			690,746
Other expense, net (principally interest
expense and other income)												(293,728)			(293,728)
Income before income taxes															397,018
Cash capital expenditures (3)			182,494			380,072			4,061			4,143			570,770

		Domestic Site			Int'l Site			Site
		Leasing			Leasing			Development			Other (4)			Total
Assets		(in thousands)
As of September 30, 2023		$	6,061,251		$	3,775,452		$	74,763		$	422,715		$	10,334,181
As of December 31, 2022		$	6,308,204		$	3,808,699		$	158,137		$	310,001		$	10,585,041

(1)For the three months ended September 30, 2023 and 2022, site leasing revenue in Brazil was $100.0 million and $70.7 million, respectively. For the nine months ended September 30, 2023 and 2022, site leasing revenue in Brazil was $293.6 million and $209.8 million, respectively. Other than Brazil, no foreign country represented more than 5% of the Company’s total revenues in any of the periods presented.

(2)Excludes depreciation, amortization, and accretion.

(3)Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.

(4)Assets in Other consist primarily of general corporate assets and short-term investments.

Total domestic long-lived assets were $5.6 billion and $5.9 billion as of September 30, 2023 and December 31, 2022, respectively. Total international long-lived assets were $3.4 billion and $3.5 billion as of September 30, 2023 and December 31, 2022. Total long-lived assets in Brazil were $2.1 billion and $2.0 billion as of September 30, 2023 and December 31, 2022, respectively. Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net. Other than Brazil, no foreign country represented more than 5% of the Company’s total long-lived assets in any of the periods presented.

**15.**EARNINGS PER SHARE

Basic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method.

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and nine months ended September 30, 2023 and 2022 (in thousands, except per share data):

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
Numerator:
Net income attributable to SBA
Communications Corporation		$	87,419		$	100,009		$	392,284		$	358,150
Denominator:
Basic weighted-average shares outstanding			108,373			107,916			108,288			107,950
Dilutive impact of stock options, RSUs, and PSUs			518			1,442			729			1,466
Diluted weighted-average shares outstanding			108,891			109,358			109,017			109,416
Net income per common share attributable to SBA
Communications Corporation:
Basic		$	0.81		$	0.93		$	3.62		$	3.32
Diluted		$	0.80		$	0.91		$	3.60		$	3.27

For the three and nine months ended September 30, 2023 and 2022, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

16. REDEEMABLE NONCONTROLLING INTERESTS

The Company allocates income and losses to its redeemable noncontrolling interest holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the greater of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder or (2) the redemption value as of the balance sheet date. Adjustments to the carrying amount of redeemable noncontrolling interest are charged against retained earnings (or additional paid-in capital if there are no retained earnings). The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs.

The components of redeemable noncontrolling interests as of September 30, 2023 and December 31, 2022 are as follows (in thousands):

		September 30,			December 31,
		2023			2022
Beginning balance		$	31,735		$	17,250
Net loss attributable to noncontrolling interests			(4,397)			(1,630)
Foreign currency translation adjustments			(899)			(204)
Contribution from joint venture partner			1,200			—
Adjustment to redemption amount			7,408			16,319
Ending balance		$	35,047		$	31,735

**17.**DERIVATIVES AND HEDGING ACTIVITIES

The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. On August 4, 2020, the Company, through its wholly owned subsidiary, SBA Senior Finance II, terminated an existing $1.95 billion cash flow hedge on a portion of its 2018 Term Loan in exchange for a payment of $176.2 million. On the same date, the Company entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at one month LIBOR plus 175 basis points for a fixed rate of 1.874% per annum through the

maturity date of the 2018 Term Loan. The Company designated this interest rate swap as a cash flow hedge as it is expected to be highly effective at offsetting changes in cash flows of the LIBOR based component interest payments of its 2018 Term Loan.

On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges. There was no cash transferred in connection with the termination of these swaps. The Company reclassifies the fair value of its interest rate swaps recorded in Accumulated other comprehensive loss, net on their de-designation date to non-cash interest expense on the Consolidated Statements of Operations over their respective remaining term end dates, which range from 2023 to 2025.

On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its interest rate swap agreement which swapped $1.95 billion of notional value accruing interest at Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% from August 1, 2023 through the maturity date of the 2018 Term Loan. The Company concluded that the amendment to the interest rate swap qualifies for the relief provided by ASU 2021-01 and ASU 2022-06 and as such, has not de-designated its cash flow hedge. Refer to Note 1 for further discussion of the expedient adopted under ASU 2021-01 and ASU 2022-06.

As of September 30, 2023, the hedge remains highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $143.3 million and $182.9 million, respectively, and is recorded in Other assets on the Consolidated Balance Sheets.

Accumulated other comprehensive loss, net includes an aggregate $103.0 million gain and a $119.6 million gain as of September 30, 2023 and December 31, 2022, respectively.

The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.

The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows except for the termination of interest rate swaps, which are recorded in Net cash used in financing activities.

The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and nine months ended September 30, 2023 and 2022.

		For the three months						For the nine months
		ended September 30,						ended September 30,
		2023			2022			2023			2022
Cash Flow Hedge - Interest Rate Swap Agreement		(in thousands)
Change in fair value recorded in Accumulated other comprehensive loss, net		$	(16,068)		$	42,114		$	(39,608)		$	128,826
Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense		$	6,579		$	11,222		$	23,047		$	33,665