UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2022

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)


Florida	65-0716501
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)


8051 Congress Avenue
Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per share	SBAC	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	x	Accelerated Filer	¨

Non-Accelerated Filer	¨	Smaller Reporting Company	¨

		Emerging Growth Company	¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: ~~107,829,051~~107,878,343 shares of Class A common stock as of ~~April 19,~~July 27, 2022.

Table of Contents



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2022 (unaudited) and December 31, 2021	1
	Consolidated Statements of Operations (unaudited) for the three and six months ended ~~March 31,~~June 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income ~~(Loss)~~ (unaudited) for the three and six months ended ~~March 31,~~June 30, 2022 and 2021	3
	Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and six months ended ~~March 31,~~June 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows (unaudited) for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021	6
	Condensed Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1821
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3038
Item 4.	Controls and Procedures	3341

PART II – OTHER INFORMATION

Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	34

~~Item~~ 6.	Exhibits	3441


SIGNATURES		3542

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)



	March 31,		December 31,		June 30,		December 31,
	2022		2021		2022		2021
ASSETS	(unaudited)				(unaudited)
Current assets:
Cash and cash equivalents	$	263,569	$	367,278	$	183,067	$	367,278
Restricted cash		69,781		65,561		64,495		65,561
Accounts receivable, net		121,583		101,950		115,137		101,950
Costs and estimated earnings in excess of billings on uncompleted contracts		48,028		48,844		54,781		48,844
Prepaid expenses and other current assets		36,462		30,813		77,419		30,813
Total current assets		539,423		614,446		494,899		614,446
Property and equipment, net		2,674,679		2,575,487		2,677,983		2,575,487
Intangible assets, net		2,909,789		2,803,247		2,800,562		2,803,247
Operating lease right-of-use assets, net		2,362,287		2,268,470		2,355,881		2,268,470
Acquired and other right-of-use assets, net		1,017,508		964,405		1,002,785		964,405
Other assets		638,414		575,644		679,827		575,644
Total assets	$	10,142,100	$	9,801,699	$	10,011,937	$	9,801,699
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	40,583	$	34,066	$	41,455	$	34,066
Accrued expenses		80,628		68,070		85,697		68,070
Current maturities of long-term debt		662,264		24,000		662,720		24,000
Deferred revenue		195,553		184,380		199,829		184,380
Accrued interest		23,710		49,096		50,841		49,096
Current lease liabilities		254,448		238,497		256,572		238,497
Other current liabilities		21,367		18,222		21,086		18,222
Total current liabilities		1,278,553		616,331		1,318,200		616,331
Long-term liabilities:
Long-term debt, net		11,969,068		12,278,694		11,817,504		12,278,694
Long-term lease liabilities		2,050,790		1,981,353		2,047,385		1,981,353
Other long-term liabilities		232,799		191,475		227,578		191,475
Total long-term liabilities		14,252,657		14,451,522		14,092,467		14,451,522
Redeemable noncontrolling interests		36,037		17,250		39,881		17,250
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, 0 shares issued or outstanding		—		—		—		—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 107,806 shares and
108,956 shares issued and outstanding at March 31, 2022 and December 31, 2021,
Common stock - Class A, par value $0.01, 400,000 shares authorized, 107,872 shares and
108,956 shares issued and outstanding at June 30, 2022 and December 31, 2021,
respectively		1,078		1,089		1,079		1,089
Additional paid-in capital		2,688,835		2,681,347		2,717,963		2,681,347
Accumulated deficit		(7,523,696)		(7,203,531)		(7,531,180)		(7,203,531)
Accumulated other comprehensive loss, net		(591,364)		(762,309)		(626,473)		(762,309)
Total shareholders' deficit		(5,425,147)		(5,283,404)		(5,438,611)		(5,283,404)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit	$	10,142,100	$	9,801,699	$	10,011,937	$	9,801,699

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

Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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


					For the three months				For the six months
	For the three months				ended June 30,				ended June 30,
	ended March 31,				2022		2021		2022		2021
	2022		2021
Revenues:
Site leasing	$	559,432	$	505,103	$	580,233	$	524,095	$	1,139,665	$	1,029,197
Site development		60,338		43,636		71,773		51,433		132,111		95,069
Total revenues		619,770		548,739		652,006		575,528		1,271,776		1,124,266
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing		107,155		95,368		111,515		95,350		218,670		190,718
Cost of site development		45,773		34,406		54,497		40,409		100,269		74,815
Selling, general, and administrative expenses ⁽¹⁾		62,124		51,601		63,274		53,945		125,398		105,546
Acquisition and new business initiatives related
adjustments and expenses		5,104		5,001		6,829		6,794		11,933		11,795
Asset impairment and decommission costs		8,512		4,903		8,521		3,797		17,033		8,700
Depreciation, accretion, and amortization		174,323		183,881		176,392		175,469		350,716		359,350
Total operating expenses		402,991		375,160		421,028		375,764		824,019		750,924
Operating income		216,779		173,579		230,978		199,764		447,757		373,342
Other income (expense):
Interest income		2,502		632		1,517		547		4,020		1,179
Interest expense		(82,252)		(90,095)		(84,315)		(90,544)		(166,566)		(180,639)
Non-cash interest expense		(11,526)		(11,804)		(11,529)		(11,812)		(23,054)		(23,615)
Amortization of deferred financing fees		(4,881)		(4,891)		(4,922)		(4,865)		(9,804)		(9,755)
Loss from extinguishment of debt, net		—		(11,652)		—		(2,020)		—		(13,672)
Other income (expense), net		108,161		(88,436)
Total other income (expense), net		12,004		(206,246)
Income (loss) before income taxes		228,783		(32,667)
(Provision) benefit for income taxes		(40,477)		20,922
Net income (loss)		188,306		(11,745)
Other (expense) income, net						(66,141)		108,849		42,019		20,410
Total other (expense) income, net						(165,390)		155		(153,385)		(206,092)
Income before income taxes						65,588		199,919		294,372		167,250
Benefit (provision) for income taxes						3,563		(47,250)		(36,914)		(26,328)
Net income						69,151		152,669		257,458		140,922
Net loss attributable to noncontrolling interests		317		—		365		—		682		—
Net income (loss) attributable to SBA Communications
Net income attributable to SBA Communications
Corporation	$	188,623	$	(11,745)	$	69,516	$	152,669	$	258,140	$	140,922
Net income (loss) per common share attributable to SBA
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	1.75	$	(0.11)	$	0.64	$	1.40	$	2.39	$	1.29
Diluted	$	1.72	$	(0.11)	$	0.64	$	1.37	$	2.36	$	1.27
Weighted average number of common shares
Basic		108,086		109,469		107,850		109,412		107,966		109,441
Diluted		109,544		109,469		109,347		111,301		109,443		111,210

(1)Includes non-cash compensation ~~expense~~ of ~~$24,116~~$23,248 and ~~$19,584~~$21,077 for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and $47,364 and $40,661 for the six months ended June 30, 2022 and 2021, respectively.

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

Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(unaudited) (in thousands)



	For the three months				For the three months				For the six months
	ended March 31,				ended June 30,				ended June 30,

	2022		2021		2022		2021		2022		2021

Net income (loss)	$	188,306	$	(11,745)
Net income					$	69,151	$	152,669	$	257,458	$	140,922
Adjustments related to interest rate swaps		85,322		42,787		23,833		5,565		109,155		48,352
Foreign currency translation adjustments		85,506		(43,634)		(59,021)		63,869		26,485		20,235
Comprehensive income (loss)		359,134		(12,592)
Comprehensive income						33,963		222,103		393,098		209,509
Comprehensive loss attributable to noncontrolling interests		434		—		444		—		878		—
Comprehensive income (loss) attributable to SBA
Comprehensive income attributable to SBA
Communications Corporation	$	359,568	$	(12,592)	$	34,407	$	222,103	$	393,976	$	209,509

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

‎

Table of Contents

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, March 31, 2022	107,806	$	1,078	$	2,688,835	$	(7,523,696)	$	(591,364)	$	(5,425,147)
Net income attributable to SBA
Communications Corporation	—		—		—		69,516		—		69,516
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	66		1		9,010		—		—		9,011
Non-cash stock compensation	—		—		24,406		—		—		24,406
Adjustments related to interest rate swaps	—		—		—		—		23,833		23,833
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(58,942)		(58,942)
Dividends and dividend equivalents
on common stock	—		—		—		(77,000)		—		(77,000)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(4,288)		—		—		(4,288)
BALANCE, June 30, 2022	107,872	$	1,079	$	2,717,963	$	(7,531,180)	$	(626,473)	$	(5,438,611)



								Accumulated											Accumulated
	Class A			Additional				Other		Total		Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'		Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss		Deficit		Shares	Amount		Capital		Deficit		Loss		Deficit

BALANCE, December 31, 2021	108,956	$	1,089	$	2,681,347	$	(7,203,531)	$	(762,309)	$	(5,283,404)	108,956	$	1,089	$	2,681,347	$	(7,203,531)	$	(762,309)	$	(5,283,404)
Net income attributable to SBA
Communications Corporation	—		—		—		188,623		—		188,623	—		—		—		258,140		—		258,140
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	150		2		1,566		—		—		1,568	216		2		10,576		—		—		10,578
Non-cash stock compensation	—		—		25,143		—		—		25,143	—		—		49,549		—		—		49,549
Adjustments related to interest rate swaps	—		—		—		—		85,322		85,322	—		—		—		—		109,155		109,155
Repurchase and retirement of common stock	(1,300)		(13)		—		(431,654)		—		(431,667)	(1,300)		(12)		—		(431,654)		—		(431,666)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		85,623		85,623	—		—		—		—		26,681		26,681
Dividends and dividend equivalents
on common stock	—		—		—		(77,134)		—		(77,134)	—		—		—		(154,135)		—		(154,135)
Adjustment to redemption amount related to
noncontrolling interests	—		—		(19,221)		—		—		(19,221)	—		—		(23,509)		—		—		(23,509)
BALANCE, March 31, 2022	107,806	$	1,078	$	2,688,835	$	(7,523,696)	$	(591,364)	$	(5,425,147)
BALANCE, June 30, 2022												107,872	$	1,079	$	2,717,963	$	(7,531,180)	$	(626,473)	$	(5,438,611)

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Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)



								Accumulated											Accumulated
	Class A			Additional				Other		Total		Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'		Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss		Deficit		Shares	Amount		Capital		Deficit		Loss		Deficit

BALANCE, December 31, 2020	109,819	$	1,098	$	2,586,130	$	(6,604,028)	$	(807,582)	$	(4,824,382)
Net loss attributable to SBA
BALANCE, March 31, 2021												109,331	$	1,093	$	2,610,472	$	(6,848,313)	$	(808,429)	$	(5,045,177)
Net income attributable to SBA
Communications Corporation	—		—		—		(11,745)		—		(11,745)	—		—		—		152,669		—		152,669
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	166		2		2,013		—		—		2,015	203		2		25,093		—		—		25,095
Non-cash stock compensation	—		—		20,812		—		—		20,812	—		—		21,975		—		—		21,975
Adjustments related to interest rate swaps	—		—		—		—		42,787		42,787	—		—		—		—		5,565		5,565
Repurchase and retirement of common stock	(654)		(7)		—		(168,916)		—		(168,923)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		(43,634)		(43,634)	—		—		—		—		63,869		63,869
Dividends and dividend equivalents
on common stock	—		—		—		(63,624)		—		(63,624)	—		—		—		(63,738)		—		(63,738)
Adjustment to redemption amount related to
noncontrolling interests	—		—		1,517		—		—		1,517
BALANCE, March 31, 2021	109,331	$	1,093	$	2,610,472	$	(6,848,313)	$	(808,429)	$	(5,045,177)
BALANCE, June 30, 2021												109,534	$	1,095	$	2,657,540	$	(6,759,382)	$	(738,995)	$	(4,839,742)



								Accumulated
	Class A			Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Capital		Deficit		Loss		Deficit

BALANCE, December 31, 2020	109,819	$	1,098	$	2,586,130	$	(6,604,028)	$	(807,582)	$	(4,824,382)
Net income attributable to SBA
Communications Corporation	—		—		—		140,922		—		140,922
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements	368		4		27,106		—		—		27,110
Non-cash stock compensation	—		—		42,787		—		—		42,787
Adjustments related to interest rate swaps	—		—		—		—		48,352		48,352
Repurchase and retirement of common stock	(653)		(7)		—		(168,915)		—		(168,922)
Foreign currency translation adjustments
attributable to SBA Communications
Corporation	—		—		—		—		20,235		20,235
Dividends and dividend equivalents
on common stock	—		—		—		(127,361)		—		(127,361)
Adjustment to redemption amount related to
noncontrolling interests	—		—		1,517		—		—		1,517
BALANCE, June 30, 2021	109,534	$	1,095	$	2,657,540	$	(6,759,382)	$	(738,995)	$	(4,839,742)

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

‎

Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the three months ended March 31,				For the six months ended June 30,
	2022		2021		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	188,306	$	(11,745)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income					$	257,458	$	140,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		174,323		183,881		350,716		359,350
(Gain) loss on remeasurement of U.S. denominated intercompany loans		(109,644)		86,251
Gain on remeasurement of U.S. denominated intercompany loans						(45,928)		(25,044)
Non-cash compensation expense		24,747		20,422		48,648		42,066
Non-cash asset impairment and decommission costs		8,366		4,791		16,966		8,289
Loss from extinguishment of debt, net		—		10,652		—		12,672
Deferred income tax provision (benefit)		34,262		(26,837)
Deferred income tax provision						23,012		14,159
Other non-cash items reflected in the Statements of Operations		16,896		17,413		35,962		37,829
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net		(9,812)		(4,523)		(8,078)		6,582
Prepaid expenses and other assets		(2,201)		3,517		(14,805)		(2,595)
Operating lease right-of-use assets, net		33,682		29,865		69,180		56,995
Accounts payable and accrued expenses		(7,002)		(4,667)		(3,064)		3,099
Accrued interest		(25,384)		(27,347)		1,752		12,042
Long-term lease liabilities		(31,038)		(26,393)		(62,990)		(54,772)
Other liabilities		(3,019)		30,218		(4,232)		26,688
Net cash provided by operating activities		292,482		285,498		664,597		638,282
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(215,181)		(1,052,676)		(353,578)		(1,129,851)
Capital expenditures		(38,008)		(24,536)		(90,971)		(55,375)
Purchase of investments		(30,393)		(755,013)		(281,624)		(755,176)
Proceeds from sale of investments		30,214		755,000		242,622		755,063
Other investing activities		(2,513)		641		(2,144)		585
Net cash used in investing activities		(255,881)		(1,076,584)		(485,695)		(1,184,754)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		330,000		710,000		330,000		810,000
Repayments under Revolving Credit Facility		—		(500,000)		(150,000)		(1,105,000)
Proceeds from issuance of Senior Notes, net of fees		—		1,485,670		—		1,485,512
Repayment of Senior Notes		—		(757,500)		—		(757,500)
Proceeds from issuance of Tower Securities, net of fees						—		1,152,631
Repayment of Tower Securities						—		(760,000)
Repurchase and retirement of common stock		(431,667)		(168,923)		(431,666)		(168,922)
Payment of dividends on common stock		(76,873)		(63,412)		(153,438)		(126,893)
Proceeds from employee stock purchase/stock option plans		10,836		10,838		20,240		36,122
Payments related to taxes on stock options and restricted stock units		(9,228)		(8,823)		(9,622)		(8,982)
Other financing activities		25,182		(6,507)		18,482		(11,574)
Net cash (used in) provided by financing activities		(151,750)		701,343		(376,004)		545,394
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		15,961		(10,880)		12,454		(2,920)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(99,188)		(100,623)		(184,648)		(3,998)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period		435,626		342,808		435,626		342,808
End of period	$	336,438	$	242,185	$	250,978	$	338,810

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

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the three months ended March 31,				For the six months ended June 30,
	2022		2021		2022		2021

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	107,594	$	118,430	$	167,803	$	169,509
Income taxes	$	5,696	$	6,387	$	14,060	$	15,766

SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	41,038	$	11,890	$	115,089	$	22,397
Operating lease modifications and reassessments	$	12,445	$	6,181	$	23,621	$	9,049
Right-of-use assets obtained in exchange for new finance lease liabilities	$	674	$	1,033	$	2,392	$	1,765

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

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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, 2021 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) 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.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amounts, when known, may vary from these estimates.

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 Accounting Standards Codification (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 ~~$72.9~~$43.1 million ~~gain~~loss and a ~~$57.0~~$73.6 million ~~loss,~~gain, net of taxes, on the remeasurement of intercompany loans for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and a $29.8 million gain and a $16.6 million gain, net of taxes, on the remeasurement of intercompany loans for the six months ended June 30, 2022 and 2021, respectively, due to changes in foreign exchange rates. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company repaid ~~$36.5~~$108.4 million of the intercompany loans. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was ~~$870.3~~$814.5 million and $872.9 million, respectively. ~~Subsequent to March 31, 2022, the Company repaid $64.9 million of the intercompany loan.~~

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 non-controlling interests.

Items Measured at Fair Value on a Nonrecurring Basis— The Company’s long-lived and intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. 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.

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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 (in thousands):



	For the three months				For the three months				For the six months
	ended March 31,				ended June 30,				ended June 30,
	2022		2021		2022		2021		2022		2021

Asset impairment ⁽¹⁾	$	7,790	$	3,156	$	6,884	$	2,211	$	14,674	$	5,366
Write-off of carrying value of decommissioned towers		590		1,327		1,733		1,264		2,325		2,592
Other (including third party decommission costs)		132		420		(96)		322		34		742
Total asset impairment and decommission costs	$	8,512	$	4,903	$	8,521	$	3,797	$	17,033	$	8,700

(1)Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future discounted cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers.

The Company’s long-term investments were ~~$45.6~~$42.1 million and $47.9 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. 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. 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 below the carrying amount, the investment could be impaired.

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 shorter maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Company had $40.8 million and $0.8 million of short-term investments, respectively. For the six months ended June 30, 2022, the Company purchased $281.4 million and sold $241.4 million of short-term investments. For the ~~three~~six months ended ~~March 31, 2022, the Company purchased and sold $30.2 million of short-term investments. For the three months ended March 31,~~June 30, 2021, the Company purchased and sold ~~$755.0~~$755.1 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 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			As of		As of
	March 31, 2022		December 31, 2021		Included on Balance Sheet	June 30, 2022		December 31, 2021		Included on Balance Sheet

	(in thousands)					(in thousands)
Cash and cash equivalents	$	263,569	$	367,278	Cash and cash equivalents	$	183,067	$	367,278	Cash and cash equivalents
Securitization escrow accounts		68,983		64,764	Restricted cash - current asset		64,331		64,764	Restricted cash - current asset
Payment and performance bonds		798		797	Restricted cash - current asset		164		797	Restricted cash - current asset
Surety bonds and workers compensation		3,088		2,787	Other assets - noncurrent		3,416		2,787	Other assets - noncurrent
Total cash, cash equivalents, and restricted cash	$	336,438	$	435,626		$	250,978	$	435,626

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

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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. 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 ~~March 31,~~June 30, 2022 and December 31, 2021, the Company had ~~$42.4 million and~~ $42.3 million in surety and payment and performance bonds ~~respectively,~~ for which 0 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 ~~March 31,~~June 30, 2022 and December 31, 2021, the Company had pledged $2.3 million 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		As of		As of
	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Costs incurred on uncompleted contracts	$	81,293	$	75,967	$	101,209	$	75,967
Estimated earnings		31,476		28,851		35,098		28,851
Billings to date		(72,420)		(61,628)		(93,074)		(61,628)
	$	40,349	$	43,190	$	43,233	$	43,190

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



	As of		As of		As of		As of
	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	48,028	$	48,844	$	54,781	$	48,844
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)		(7,679)		(5,654)		(11,548)		(5,654)
	$	40,349	$	43,190	$	43,233	$	43,190

At ~~March 31,~~June 30, 2022 and December 31, 2021, the 8 largest customers comprised ~~98.2%~~97.4% and 98.8%, 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		As of		As of
	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021

		(in thousands)				(in thousands)
Short-term investments					$	40,798	$	778
Prepaid real estate taxes	$	3,517	$	3,331		2,011		3,331
Prepaid taxes		10,093		11,096		9,232		11,096
Other current assets		22,852		16,386		25,378		15,608
Total prepaid expenses and other current assets	$	36,462	$	30,813	$	77,419	$	30,813

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



	As of		As of		As of		As of
	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021

		(in thousands)				(in thousands)
Straight-line rent receivable	$	362,370	$	348,519	$	368,836	$	348,519
Interest rate swap asset ⁽¹⁾		134,425		60,324		147,036		60,324
Loans receivable		40,063		37,376		40,095		37,376
Deferred lease costs, net		6,379		6,345		6,906		6,345
Deferred tax asset - long term		20,296		51,918		29,126		51,918
Long-term investments		45,617		47,889		42,122		47,889
Other		29,264		23,273		45,706		23,273
Total other assets	$	638,414	$	575,644	$	679,827	$	575,644

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

6.ACQUISITIONS

The following table summarizes the Company’s acquisition activity:



	For the three months				For the three months				For the six months
	ended March 31,				ended June 30,				ended June 30,
	2022		2021		2022		2021		2022		2021

					(in thousands)
Acquisitions of towers and related intangible assets ⁽¹⁾⁽²⁾	$	207,863	$	101,630	$	78,665	$	67,255	$	286,528	$	168,885
Acquisition of right-of-use assets ⁽²⁾⁽³⁾		—		945,915		2,220		1,783		2,220		947,698
Land buyouts and other assets ⁽³⁾⁽⁵⁾		7,318		5,131		57,512		8,137		64,830		13,268
Total cash acquisition capital expenditures	$	215,181	$	1,052,676	$	138,397	$	77,175	$	353,578	$	1,129,851

(1)During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company closed on 1,445 sites under the previously announced deal with Airtel Tanzania for $176.1 million. Legal title ~~was~~has been fully transferred ~~at closing~~ for ~~963~~1,105 of the towers. The remaining ~~482~~340 towers are pending post-closing site level documentation and due diligence and ~~were initially~~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. During this period of time, the Company has all the economic rights and obligations related to these towers.

(2)The six months ended June 30, 2021 includes $77.1 million of acquisitions completed during the fourth quarter of 2020 which were not funded until the first quarter of 2021.

(3)During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company acquired the exclusive right to lease and operate ~~697~~ utility transmission structures, which included existing wireless tenant licenses from PG&E for ~~$954.0~~$955.8 million. The difference between the purchase price and the cash acquisition amount is due to working capital adjustments. The Company accounted for the payment with respect to these sites as a right-of-use asset, which is recorded in Acquired and other right of use assets, net on its Consolidated Balance Sheets. The payments associated with the right of use of these structures has been fully funded and will be recognized over 70 years.

~~(3)~~(4)In addition, the Company paid ~~$3.8~~$2.7 million and ~~$2.8~~$3.6 million for ground lease extensions and term easements on land underlying the Company’s towers during the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and paid $6.5 million and $6.4 million for ground lease extensions and term easements on land underlying the Company’s towers during the six months ended June 30, 2022 and 2021, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.

(5)Includes amounts paid related to the acquisition of a data center in Brazil during the second quarter of 2022.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company acquired ~~1,807~~2,017 towers and related assets and liabilities consisting of ~~$74.9~~$106.9 million of property and equipment, net ~~$83.2~~$141.6 million of intangible assets, net, ~~$36.3~~$101.0 million of operating lease right-of-use assets, net, ~~$58.3~~$45.7 million of acquired and other right-of-use assets, net and ~~$44.9~~$108.7 million of other net liabilities assumed. All acquisitions in the ~~three~~six months ended ~~March 31,~~June 30, 2022 were accounted for as asset ~~acquisitions.~~acquisitions except for 1 acquisition, purchased for $49.9 million in cash which was accounted for as a business combination.

Subsequent to ~~March 31,~~June 30, 2022, the Company purchased or is under contract to purchase ~~358~~approximately 200 communication sites ~~and one data center~~ for an aggregate consideration of ~~$177.1~~approximately $85.0 million in cash. Additionally, the Company is under contract to purchase

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approximately 2,600 sites from Grupo TorreSur in Brazil for $725.0 million. The Company anticipates that these acquisitions will be consummated by the end of the fourth quarter of 2022.

The maximum potential obligation related to contingent consideration for acquisitions were $11.4 million and $11.6 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. No such amounts ~~are~~have been recorded on the Company’s Consolidated Balance Sheet.

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7.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:



	As of		As of		As of		As of
	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Towers and related components ⁽¹⁾	$	5,492,277	$	5,323,803	$	5,524,977	$	5,323,803
Construction-in-process ⁽²⁾		54,487		47,565		64,625		47,565
Furniture, equipment, and vehicles		61,981		59,939		63,015		59,939
Land, buildings, and improvements		856,639		848,051		866,675		848,051
Total property and equipment		6,465,384		6,279,358		6,519,292		6,279,358
Less: accumulated depreciation		(3,790,705)		(3,703,871)		(3,841,309)		(3,703,871)
Property and equipment, net	$	2,674,679	$	2,575,487	$	2,677,983	$	2,575,487

(1)Includes amounts related to our 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 ~~$68.1~~$68.5 million and ~~$71.5~~$73.2 million for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and $136.7 million and $144.9 million for the six months ended June 30, 2022 and 2021, respectively. At ~~March 31,~~June 30, 2022 and December 31, 2021, unpaid capital expenditures that are included in accounts payable and accrued expenses were ~~$9.2~~$12.7 million and $7.3 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 March 31, 2022						As of December 31, 2021						As of June 30, 2022						As of December 31, 2021
	Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book
	amount		amortization		value		amount		amortization		value		amount		amortization		value		amount		amortization		value

	(in thousands)												(in thousands)
Current contract intangibles	$	5,113,444	$	(2,881,988)	$	2,231,456	$	4,890,427	$	(2,749,594)	$	2,140,833	$	5,058,077	$	(2,920,387)	$	2,137,690	$	4,890,427	$	(2,749,594)	$	2,140,833
Network location intangibles		1,836,202		(1,157,869)		678,333		1,783,640		(1,121,226)		662,414		1,839,451		(1,176,579)		662,872		1,783,640		(1,121,226)		662,414
Intangible assets, net	$	6,949,646	$	(4,039,857)	$	2,909,789	$	6,674,067	$	(3,870,820)	$	2,803,247	$	6,897,528	$	(4,096,966)	$	2,800,562	$	6,674,067	$	(3,870,820)	$	2,803,247

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was ~~$100.6~~$102.0 million and ~~$109.8~~$103.2 million for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and $202.6 million and $212.9 million for the six months ended June 30, 2022 and 2021, respectively.

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9.ACCRUED EXPENSES

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



	As of		As of		As of		As of
	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021

	(in thousands)				(in thousands)
Salaries and benefits	$	14,421	$	24,962	$	20,082	$	24,962
Real estate and property taxes		8,843		8,336		9,702		8,336
Unpaid capital expenditures		9,176		7,295		12,687		7,295
Holdbacks		18,234		957
Acquisition related holdbacks						19,169		957
Other		29,954		26,520		24,057		26,520
Total accrued expenses	$	80,628	$	68,070	$	85,697	$	68,070

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10.DEBT

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



			As of						As of								As of						As of
			March 31, 2022						December 31, 2021								June 30, 2022						December 31, 2021
		Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value			Maturity Date	Principal ‎Balance		Fair Value		Carrying ‎Value		Principal ‎Balance		Fair Value		Carrying ‎Value
Revolving Credit Facility		Jul. 7, 2026	$	680,000	$	680,000	$	680,000	$	350,000	$	350,000	$	350,000		Jul. 7, 2026	$	530,000	$	530,000	$	530,000	$	350,000	$	350,000	$	350,000
2018 Term Loan		Apr. 11, 2025		2,310,000		2,275,350		2,299,522		2,316,000		2,289,945		2,304,697		Apr. 11, 2025		2,304,000		2,217,600		2,294,353		2,316,000		2,289,945		2,304,697
2014-2C Tower Securities ⁽¹⁾		Oct. 8, 2024		620,000		622,065		617,343		620,000		641,793		617,095		Oct. 8, 2024		620,000		614,656		617,592		620,000		641,793		617,095
2018-1C Tower Securities ⁽¹⁾		Mar. 9, 2023		640,000		640,960		638,264		640,000		650,163		637,812		Mar. 9, 2023		640,000		638,336		638,720		640,000		650,163		637,812
2019-1C Tower Securities ⁽¹⁾		Jan. 12, 2025		1,165,000		1,137,529		1,158,043		1,165,000		1,174,728		1,157,446		Jan. 12, 2025		1,165,000		1,125,029		1,158,644		1,165,000		1,174,728		1,157,446
2020-1C Tower Securities ⁽¹⁾		Jan. 9, 2026		750,000		715,215		744,406		750,000		746,498		744,052		Jan. 9, 2026		750,000		704,318		744,762		750,000		746,498		744,052
2020-2C Tower Securities ⁽¹⁾		Jan. 11, 2028		600,000		575,178		594,975		600,000		605,268		594,774		Jan. 11, 2028		600,000		558,750		595,178		600,000		605,268		594,774
2021-1C Tower Securities ⁽¹⁾		Nov. 9, 2026		1,165,000		1,087,283		1,154,213		1,165,000		1,144,846		1,153,700		Nov. 9, 2026		1,165,000		1,066,756		1,154,774		1,165,000		1,144,846		1,153,700
2021-2C Tower Securities ⁽¹⁾		Apr. 9, 2027		895,000		835,053		886,383		895,000		883,213		886,116		Apr. 9, 2027		895,000		817,430		886,762		895,000		883,213		886,116
2021-3C Tower Securities ⁽¹⁾		Oct. 9, 2031		895,000		841,944		886,045		895,000		902,446		885,976		Oct. 9, 2031		895,000		801,106		886,222		895,000		902,446		885,976
2020 Senior Notes		Feb. 15, 2027		1,500,000		1,462,320		1,484,876		1,500,000		1,550,790		1,484,178		Feb. 15, 2027		1,500,000		1,366,485		1,485,581		1,500,000		1,550,790		1,484,178
2021 Senior Notes		Feb. 1, 2029		1,500,000		1,358,955		1,487,262		1,500,000		1,446,975		1,486,848		Feb. 1, 2029		1,500,000		1,228,545		1,487,636		1,500,000		1,446,975		1,486,848
Total debt			$	12,720,000	$	12,231,852	$	12,631,332	$	12,396,000	$	12,386,665	$	12,302,694			$	12,564,000	$	11,669,011	$	12,480,224	$	12,396,000	$	12,386,665	$	12,302,694
Less: current maturities of long-term debt	Less: current maturities of long-term debt							(662,264)						(24,000)	Less: current maturities of long-term debt							(662,720)						(24,000)
Total long-term debt, net of current maturities	Total long-term debt, net of current maturities						$	11,969,068					$	12,278,694	Total long-term debt, net of current maturities						$	11,817,504					$	12,278,694

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

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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 March 31,								Interest	For the three months ended June 30,								For the six months ended June 30,
	Rates as of	2022				2021				Rates as of	2022				2021				2022				2021
	March 31,	Cash		Non-cash		Cash		Non-cash		June 30,	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	2022	Interest		Interest		Interest		Interest		2022	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest

		(in thousands)																	(in thousands)
Revolving Credit Facility	1.619%	$	2,279	$	—	$	2,148	$	—	3.050%	$	3,603	$	—	$	1,573	$	—	$	5,882	$	—	$	3,721	$	—
2018 Term Loan ⁽¹⁾	1.926%		10,910		11,438		10,997		11,434	2.111%		11,616		11,440		11,067		11,438		22,527		22,879		22,064		22,872
2013-2C Tower Securities	3.722%		—		—		5,396		—	3.722%		—		—		5,396		—		—		—		10,792		—
2014-2C Tower Securities	3.869%		6,046		—		6,046		—	3.869%		6,046		—		6,046		—		12,092		—		12,092		—
2017-1C Tower Securities	3.168%		—		—		6,085		—	3.168%		—		—		3,115		—		—		—		9,201		—
2018-1C Tower Securities	3.448%		5,570		—		5,570		—	3.448%		5,570		—		5,570		—		11,141		—		11,141		—
2019-1C Tower Securities	2.836%		8,357		—		8,357		—	2.836%		8,357		—		8,357		—		16,714		—		16,714		—
2020-1C Tower Securities	1.884%		3,598		—		3,598		—	1.884%		3,598		—		3,598		—		7,195		—		7,195		—
2020-2C Tower Securities	2.328%		3,540		—		3,540		—	2.328%		3,540		—		3,540		—		7,079		—		7,079		—
2021-1C Tower Securities	1.631%		4,846		—		—		—	1.631%		4,851		—		2,550		—		9,697		—		2,550		—
2021-2C Tower Securities	1.840%		4,196		—		—		—	1.840%		4,196		—		—		—		8,391		—		—		—
2021-3C Tower Securities	2.593%		5,873		—		—		—	2.593%		5,873		—		—		—		11,746		—		—		—
2016 Senior Notes	4.875%		—		—		13,406		286	4.875%		—		—		13,406		289		—		—		26,813		575
2017 Senior Notes	4.000%		—		—		2,333		—	4.000%		—		—		—		—		—		—		2,333		—
2020 Senior Notes	3.875%		14,531		88		14,531		84	3.875%		14,531		89		14,531		85		29,063		175		29,063		168
2021 Senior Notes	3.125%		11,719		—		8,073		—	3.125%		11,719		—		11,719		—		23,438		—		19,792		—
Other			787		—		15		—			815		—		76		—		1,601		—		89		—
Total		$	82,252	$	11,526	$	90,095	$	11,804		$	84,315	$	11,529	$	90,544	$	11,812	$	166,566	$	23,054	$	180,639	$	23,615

(1)The 2018 Term Loan has a blended rate of ~~1.926%~~2.111%, which includes the impact of the interest rate swap entered into on August 4, 2020, 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. Excluding the impact of the interest rate swap, the 2018 Term Loan was accruing interest at ~~2.210%~~3.420% as of ~~March 31,~~June 30, 2022. Refer to Note 17 for more information on the Company’s interest rate swap.

~~Table of Contents~~

Revolving Credit Facility under the Senior Credit Agreement

During the three months ended ~~March 31,~~June 30, 2022, the Company repaid $150.0 million of the outstanding balance under the Revolving Credit Facility. During the six months ended June 30, 2022, the Company borrowed $330.0 million and repaid $150.0 million of the outstanding balance under the Revolving Credit Facility. As of ~~March 31,~~June 30, 2022, there was ~~$680.0~~$530.0 million outstanding under the Revolving Credit Facility accruing interest at ~~1.619%~~3.050%. In addition, SBA Senior Finance II LLC, the Company’s wholly owned subsidiary (“SBA Senior Finance II”), was required to pay a commitment fee of ~~0.15%~~0.19% per annum on the amount of the unused commitment. ~~Subsequent to March 31, 2022, the Company received~~These rates include a 0.05% reduction in the applicable spread and a 0.01% reduction in the commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2021. As of ~~March 31,~~June 30, 2022, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to ~~March 31,~~June 30, 2022, the Company repaid an additional ~~$110.0~~$50.0 million under the Revolving Credit Facility, and as of the date of this filing, ~~$570.0~~$480.0 million was outstanding.

Term Loan under the Senior Credit Agreement

During the three and six months ended ~~March 31,~~June 30, 2022, the Company repaid an aggregate of $6.0 million and $12.0 million, respectively, of principal on the 2018 Term Loan. As of ~~March 31,~~June 30, 2022, the 2018 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

As of ~~March 31,~~June 30, 2022, 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.

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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 new $1.0 billion stock repurchase plan, replacing the prior plan authorized on November 2, 2020, which had a remaining authorization of $125.1 million. As of the date of this filing, the Company had $504.7 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 three months				For the six months
	ended March 31,				ended June 30,				ended June 30,
	2022		2021		2022		2021		2022		2021

Total number of shares purchased (in millions) ⁽¹⁾		1.3		0.7		—		—		1.3		0.7
Average price paid per share ⁽¹⁾	$	332.00	$	258.33	$	—	$	—	$	332.00	$	258.33
Total price paid (in millions) ⁽¹⁾	$	431.6	$	168.9	$	—	$	—	$	431.6	$	168.9

(1)

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

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Dividends

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, 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 27, 2022	March 10, 2022	$0.71	$76.9 million	March 25, 2022
April 24, 2022	May 19, 2022	$0.71	$76.6 million	June 14, 2022

Dividends paid in 2022 were ordinary taxable dividends.

Subsequent to ~~March 31,~~June 30, 2022, 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

~~April 24,~~July 31, 2022	~~May 19,~~August 25, 2022	$0.71	~~June 14,~~September 20, 2022

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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 ~~three~~six
									months ended
									~~March 31,~~June 30, 2022

Risk free interest rate									2.53%
Dividend yield									0.9%
Expected volatility									27%
Expected lives									4.3 years

~~There were 0 options granted during the three months ended March 31, 2021.~~

The following table summarizes the Company’s activities with respect to its stock option plans for the ~~three~~six months ended ~~March 31,~~June 30, 2022 as follows (dollars and shares in thousands, except for per share data):



		Weighted-		Weighted-Average				Weighted-		Weighted-Average
		Average		Remaining				Average		Remaining
	Number	Exercise Price		Contractual	Aggregate		Number	Exercise Price		Contractual	Aggregate
	of Shares	Per Share		Life (in years)	Intrinsic Value		of Shares	Per Share		Life (in years)	Intrinsic Value
Outstanding at December 31, 2021	1,899	$	157.76				1,899	$	157.76
Granted	10	$	328.99				10	$	328.99
Exercised	(59)	$	143.16				(118)	$	141.65
Forfeited/canceled	(1)	$	174.28				(2)	$	172.19
Outstanding at March 31, 2022	1,849	$	159.13	3.1	$	341,859
Exercisable at March 31, 2022	1,572	$	153.68	3.0	$	299,265
Unvested at March 31, 2022	277	$	190.14	4.2	$	42,594
Outstanding at June 30, 2022							1,789	$	159.75	2.9	$	286,824
Exercisable at June 30, 2022							1,519	$	154.42	2.7	$	251,659
Unvested at June 30, 2022							270	$	189.83	4.0	$	35,165

The weighted-average per share fair value of options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2022 was $82.28. The total intrinsic value for options exercised during the ~~three~~six months ended ~~March 31,~~June 30, 2022 was ~~$11.0~~$23.7 million.

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Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022:



	RSUs			PSUs ⁽¹⁾			RSUs			PSUs ⁽¹⁾
		Weighted-Average			Weighted-Average			Weighted-Average			Weighted-Average
	Number of	Grant Date Fair		Number of	Grant Date Fair		Number of	Grant Date Fair		Number of	Grant Date Fair
	Shares	Value per Share		Shares	Value per Share		Shares	Value per Share		Shares	Value per Share
	(in thousands)			(in thousands)			(in thousands)			(in thousands)
Outstanding at December 31, 2021	243	$	230.20	298	$	304.46	243	$	230.20	298	$	304.46
Granted	93	$	330.78	139	$	391.19	98	$	330.33	140	$	391.19
Vested	(110)	$	217.29	—	$	—	(115)	$	218.91	—	$	—
Forfeited/canceled	(2)	$	254.31	(1)	$	290.89	(6)	$	277.55	(3)	$	320.41
Outstanding at March 31, 2022	224	$	278.16	436	$	332.18
Outstanding at June 30, 2022							220	$	279.29	435	$	332.30

(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.

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 full valuation allowance on the net deferred tax assets of the U.S. taxable REIT subsidiary (“TRS”). The TRS has concluded that it is more likely than not that its deferred tax assets will not be realized and has

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recorded a full valuation allowance. 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.

TheCompany 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 TRSs. 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 $654.7 million as of December 31, 2021, 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.

14.SEGMENT DATA

The Company operates principally in 2 business segments: site leasing and site development. The Company’s site leasing business includes 2 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.

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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 June 30, 2022	(in thousands)
Revenues ⁽¹⁾	$	442,084	$	138,149	$	71,773	$	—	$	652,006
Cost of revenues ⁽²⁾		65,768		45,747		54,497		—		166,012
Operating profit		376,316		92,402		17,276		—		485,994
Selling, general, and administrative expenses		26,225		15,073		5,212		16,764		63,274
Acquisition and new business initiatives
related adjustments and expenses		2,789		4,040		—		—		6,829
Asset impairment and decommission costs		7,089		1,432		—		—		8,521
Depreciation, amortization and accretion		122,570		51,597		619		1,606		176,392
Operating income (loss)		217,643		20,260		11,445		(18,370)		230,978
Other expense (principally interest
expense and other expense)								(165,390)		(165,390)
Income before income taxes										65,588
Cash capital expenditures ⁽³⁾		94,427		95,294		1,728		1,629		193,078

For the three months ended June 30, 2021
Revenues ⁽¹⁾	$	418,829	$	105,266	$	51,433	$	—	$	575,528
Cost of revenues ⁽²⁾		63,948		31,402		40,409		—		135,759
Operating profit		354,881		73,864		11,024		—		439,769
Selling, general, and administrative expenses		29,201		9,521		3,994		11,229		53,945
Acquisition and new business initiatives
related adjustments and expenses		4,596		2,198		—		—		6,794
Asset impairment and decommission costs		2,690		961		—		146		3,797
Depreciation, amortization and accretion		128,034		44,744		1,017		1,674		175,469
Operating income (loss)		190,360		16,440		6,013		(13,049)		199,764
Other income (principally interest
expense and other expense)								155		155
Income before income taxes										199,919
Cash capital expenditures ⁽³⁾		88,051		18,728		721		1,246		108,746

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	Domestic Site		Int'l Site		Site						Domestic Site		Int'l Site		Site
	Leasing		Leasing ⁽⁴⁾		Development		Other		Total		Leasing		Leasing		Development		Other		Total

For the three months ended March 31, 2022	(in thousands)
Revenues	$	432,986	$	126,446	$	60,338	$	—	$	619,770
Cost of revenues ⁽¹⁾		65,804		41,351		45,773		—		152,928
For the six months ended June 30, 2022											(in thousands)
Revenues ⁽¹⁾											$	875,070	$	264,595	$	132,111	$	—	$	1,271,776
Cost of revenues ⁽²⁾												131,573		87,097		100,269		—		318,939
Operating profit		367,182		85,095		14,565		—		466,842		743,497		177,498		31,842		—		952,837
Selling, general, and administrative expenses		23,373		15,494		5,522		17,735		62,124		49,598		30,567		10,734		34,499		125,398
Acquisition and new business initiatives
related adjustments and expenses		3,599		1,505		—		—		5,104		6,388		5,545		—		—		11,933
Asset impairment and decommission costs		5,483		3,029		—		—		8,512		12,572		4,461		—		—		17,033
Depreciation, amortization and accretion		123,133		48,881		588		1,721		174,323		245,704		100,478		1,207		3,327		350,716
Operating income (loss)		211,594		16,186		8,455		(19,456)		216,779		429,235		36,447		19,901		(37,826)		447,757
Other expense (principally interest
expense and other expense)								12,004		12,004								(153,385)		(153,385)
Income before income taxes										228,783										294,372
Cash capital expenditures ⁽²⁾		39,545		211,771		966		1,581		253,863
Cash capital expenditures ⁽³⁾												133,972		307,065		2,694		3,210		446,941

For the three months ended March 31, 2021
Revenues	$	403,579	$	101,524	$	43,636	$	—	$	548,739
Cost of revenues ⁽¹⁾		65,120		30,248		34,406		—		129,774
For the six months ended June 30, 2021
Revenues ⁽¹⁾											$	822,407	$	206,790	$	95,069	$	—	$	1,124,266
Cost of revenues ⁽²⁾												129,069		61,649		74,815		—		265,533
Operating profit		338,459		71,276		9,230		—		418,965		693,338		145,141		20,254		—		858,733
Selling, general, and administrative expenses		28,056		7,760		5,789		9,996		51,601		57,257		17,281		9,783		21,225		105,546
Acquisition and new business initiatives
related adjustments and expenses		3,332		1,669		—		—		5,001		7,928		3,867		—		—		11,795
Asset impairment and decommission costs		3,871		1,032		—		—		4,903		6,561		1,993		—		146		8,700
Depreciation, amortization and accretion		137,054		43,121		2,082		1,624		183,881		267,025		87,865		1,162		3,298		359,350
Operating income (loss)		166,146		17,694		1,359		(11,620)		173,579		354,567		34,135		9,309		(24,669)		373,342
Other expense (principally interest
expense and other expense)								(206,246)		(206,246)								(206,092)		(206,092)
Loss before income taxes										(32,667)
Cash capital expenditures ⁽²⁾		1,059,678		16,947		870		750		1,078,245
Income before income taxes																				167,250
Cash capital expenditures ⁽³⁾												1,147,729		35,675		1,591		1,996		1,186,991



	Domestic Site		Int'l Site		Site						Domestic Site		Int'l Site		Site
	Leasing		Leasing ⁽⁴⁾		Development		Other ⁽³⁾		Total		Leasing		Leasing ⁽¹⁾		Development		Other ⁽⁴⁾		Total

Assets	(in thousands)										(in thousands)
As of March 31, 2022	$	6,522,827	$	3,222,276	$	100,594	$	296,403	$	10,142,100
As of June 30, 2022											$	6,481,640	$	3,072,702	$	107,402	$	350,193	$	10,011,937
As of December 31, 2021	$	6,628,156	$	2,870,503	$	87,410	$	215,630	$	9,801,699	$	6,628,156	$	2,870,503	$	87,410	$	215,630	$	9,801,699

(1)~~Excludes depreciation, amortization, and accretion.~~

~~(2)Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.~~

~~(3)Assets in Other consist primarily of general corporate assets and short-term investments.~~

~~(4)~~For the three months ended ~~March 31,~~June 30, 2022 and 2021, site leasing revenue in Brazil was ~~$65.2~~$73.8 million and ~~$55.4~~$58.4 million, respectively. For the six months ended June 30, 2022 and 2021, site leasing revenue in Brazil was $139.1 million and $113.8 million, respectively. Other than Brazil, no foreign country represented a material amount of the Company’s total revenues in any of the periods presented. Total long-lived assets in Brazil were ~~$1.0 billion and~~ $0.9 billion as of ~~March 31,~~June 30, 2022 and December 31, ~~2021, respectively.~~2021.

(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.

15.EARNINGS PER SHARE

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

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The following table sets forth basic and diluted net income ~~(loss)~~ per common share attributable to common shareholders for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands, except per share data):



	For the three months				For the three months				For the six months
	ended March 31,				ended June 30,				ended June 30,
	2022		2021		2022		2021		2022		2021
Numerator:
Net income (loss) attributable to SBA
Net income attributable to SBA
Communications Corporation	$	188,623	$	(11,745)	$	69,516	$	152,669	$	258,140	$	140,922
Denominator:
Basic weighted-average shares outstanding		108,086		109,469		107,850		109,412		107,966		109,441
Dilutive impact of stock options, RSUs, and PSUs		1,458		—		1,497		1,889		1,477		1,769
Diluted weighted-average shares outstanding		109,544		109,469		109,347		111,301		109,443		111,210
Net income (loss) per common share attributable to SBA
Net income per common share attributable to SBA
Communications Corporation:
Basic	$	1.75	$	(0.11)	$	0.64	$	1.40	$	2.39	$	1.29
Diluted	$	1.72	$	(0.11)	$	0.64	$	1.37	$	2.36	$	1.27

For the three and six months ended ~~March 31,~~June 30, 2022 and 2021, 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. For the three months ended March 31, 2021, all potential common stock equivalents, including 3.1 million shares underlying stock options outstanding, 0.3 million shares underlying RSUs outstanding, and 0.3 million shares underlying PSUs outstanding, were excluded as the effect would be anti-dilutive.

16. REDEEMABLE NONCONTROLLING INTERESTS

In June 2021, the Company entered into a joint venture agreement with a non-affiliated partner for the purpose of acquiring towers in Tanzania from Airtel Tanzania PLC which closed on January 4, 2022 (see Note 6). Effective June 2021, the Company consolidated the results of the joint venture into its financial statements. The agreement contains both a put option exercisable by the noncontrolling interest holder and a call option exercisable by the Company for the remaining minority interest based on a formulaic approach. As the put option is outside of the Company’s control, the estimated redemption value of the minority interest is presented as a redeemable noncontrolling interest outside of permanent equity on the Consolidated Balance Sheets. As of March 31, 2022, the redemption amount of the noncontrolling interest was $36.0 million.

The Company allocates income and losses to ~~the~~its redeemable noncontrolling interest ~~holder~~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 ~~March 31,~~June 30, 2022 are as follows (in thousands):



	March 31,		December 31,		June 30,		December 31,
	2022		2021		2022		2021

Beginning balance	$	17,250	$	15,194	$	17,250	$	15,194
Net loss attributable to noncontrolling interests		(317)		—		(682)		—
Foreign currency translation adjustments		(117)		—		(196)		—
Purchase of noncontrolling interests		—		(18,000)		—		(18,000)
Contribution from joint venture partner		—		17,250		—		17,250
Adjustment to redemption amount		19,221		2,806		23,509		2,806
Ending balance	$	36,037	$	17,250	$	39,881	$	17,250

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 for $1.95 billion of notional value

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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. As of ~~March 31,~~June 30, 2022, the hedge remains highly effective; therefore, ~~subsequent~~ changes in ~~the~~ fair value are recorded in Accumulated other comprehensive loss, net. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the interest rate swap had a fair value of ~~$134.4~~$147.0 million and $60.3 million, respectively, and ~~was~~is recorded in Other assets on the Consolidated Balance Sheets.

On August 4, 2020, the Company also terminated its existing interest rate swaps, which were previously de-designated as cash flow hedges. There was 0 cash transferred in connection with the termination of these swaps. The Company reclassifies the fair

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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.

Accumulated other comprehensive loss, net includes an aggregate ~~$37.5~~$61.3 million gain and a $47.8 million loss as of ~~March 31,~~June 30, 2022 and December 31, 2021, 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 with the exception of 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 ~~months~~and six month periods ended ~~March 31,~~June 30, 2022 and 2021.



	For the three months				For the three months				For the six months
	ended March 31,				ended June 30,				ended June 30,
	2022		2021		2022		2021		2022		2021

Cash Flow Hedge - Interest Rate Swap Agreement	(in thousands)				(in thousands)
Change in fair value recorded in Accumulated other comprehensive loss, net	$	74,101	$	31,566	$	12,611	$	(5,657)	$	86,712	$	25,909

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense	$	11,221	$	11,221	$	11,222	$	11,222	$	22,443	$	22,443

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed ~~96.9%~~96.6% of our total segment operating profit for the ~~three~~six months ended ~~March 31,~~June 30, 2022. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of ~~March 31,~~June 30, 2022, we owned ~~36,017~~36,297 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. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania. As of ~~March 31,~~June 30, 2022, 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 ~~three~~six months ended ~~March 31,~~June 30, 2022. In addition, as of ~~March 31,~~June 30, 2022, approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 4%5% of our total towers.

We derive site leasing revenues ~~primarily~~ from ~~wireless service~~

~~Table~~all the major carriers in each of ~~Contents~~

~~provider tenants, including T-Mobile, AT&T, Verizon Wireless, Oi S.A., Telefonica, Claro, DISH Wireless, Tigo, and TIM. Wireless service providers enter into~~the 16 countries in which we operate. Our tenant leases ~~with us, each~~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 ~~which relates to~~ the ~~lease or~~ use of ~~space at an individual~~the site.

~~In the United States and our international markets, our~~ Our tenant leases are generally for an initial term of five years to 15 years with multiple renewal periods at the option of the tenant. ~~In the United States, Canada, and in our Central American markets,~~Our tenant leases ~~typically~~either (1) contain specific annual rent escalators, ~~which average 3-4% per year, including the renewal option periods. In our South American markets, South Africa, and the Philippines, tenant leases typically~~(2) escalate annually in accordance with an inflationary ~~index. In Tanzania, tenant leases typically~~index, or (3) escalate using a combination of fixed and inflation adjusted escalators. ~~Site~~In addition, our international site leases ~~in our South American markets typically provide for a fixed rental amount and a~~may include pass-through ~~charge for the underlying~~charges, such as rent related to ground leases and other property ~~interests. In South Africa, our site leases contain pass through charges related to~~interests, utilities, and ~~in Tanzania, our site leases include components related to utilities and~~ fuel. ~~The utility and fuel portion~~

Table of our Tanzanian site leases adjust periodically in accordance with changes in fuel and electricity prices. In certain markets such as Brazil, tenant leases are typically governed by master lease agreements, which provide for the material terms and conditions that will govern the terms of the use of the site.Contents

Cost of site leasing revenue primarily consists of:

Cash and non-cash rental expense on ground leases and other underlying property interests;

Property taxes;

Site maintenance and monitoring costs (exclusive of employee related costs);

Utilities;

Property insurance;

Fuel (in those international markets that do not have an available electric grid at our tower sites); and

Lease initial direct cost amortization.

~~In the United States and our international markets, ground~~Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. ~~In the United States, Canada, our Central American markets, and the Philippines,~~Our ground leases ~~and other property interests provide for fixed~~either (1) contain specific annual rent escalators, ~~which typically average 2-3%~~(2) escalate annually ~~and in our South American markets and South Africa, ground leases adjust~~ in accordance with an inflationary ~~index.~~index or (3) escalate using a combination of fixed and inflation adjusted escalators. As of ~~March 31,~~June 30, 2022, approximately ~~71%~~72% 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. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

In our Central American markets and Ecuador, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile, South Africa, and the Philippines, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Colombia, Argentina, 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.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements included in this quarterly report.



	For the three months ended				For the three months ended				For the six months ended
Segment operating profit as a percentage of	March 31,				June 30,				June 30,

total operating profit	2022		2021		2022		2021		2022		2021

Domestic site leasing		78.7%		80.8%		77.4%		80.7%		78.0%		80.7%
International site leasing		18.2%		17.0%		19.0%		16.8%		18.6%		16.9%
Total site leasing		96.9%		97.8%		96.4%		97.5%		96.6%		97.6%

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 when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation or cessation of a particular technology. We believe that over the

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long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements.

During the remainder of 2022, we expect organic site leasing revenue in both our domestic and international segments to increase over 2021 levels due in part to wireless carriers deploying unused spectrum. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. 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.

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Site Development

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.

For information regarding our operating segments, see Note 14 of our condensed notes to consolidated financial statements in this quarterly report.

Capital Allocation Strategy

Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends. While the addition of a cash dividend to our capital allocation strategy in 2019 has provided us with a new tool to return value to our shareholders, we continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share. Key elements of our capital allocation strategy include:

Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions and the construction of new towers that meet our internal return on invested capital criteria.

Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.

Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes listed below and in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial

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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 contained in our Annual Report on Form 10-K for the year ended December 31, 2021. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

RESULTS OF OPERATIONS

This report presents our financial results and other financial metrics on a GAAP basis and with respect to our international and consolidated results after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability

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to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.

Three Months Ended ~~March 31,~~June 30, 2022 Compared to Three Months Ended ~~March 31,~~June 30, 2021

Revenues and Segment Operating Profit:



	For the three months ended								Constant		For the three months ended								Constant
	March 31,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

Revenues	(in thousands)										(in thousands)
Domestic site leasing	$	432,986	$	403,579	$	—	$	29,407		7.3%	$	442,084	$	418,829	$	—	$	23,255		5.6%
International site leasing		126,446		101,524		2,268		22,654		22.3%		138,149		105,266		3,417		29,466		28.0%
Site development		60,338		43,636		—		16,702		38.3%		71,773		51,433		—		20,340		39.5%
Total	$	619,770	$	548,739	$	2,268	$	68,763		12.5%	$	652,006	$	575,528	$	3,417	$	73,061		12.7%
Cost of Revenues
Domestic site leasing	$	65,804	$	65,120	$	—	$	684		1.1%	$	65,768	$	63,948	$	—	$	1,820		2.8%
International site leasing		41,351		30,248		785		10,318		34.1%		45,747		31,402		1,027		13,318		42.4%
Site development		45,773		34,406		—		11,367		33.0%		54,497		40,409		—		14,088		34.9%
Total	$	152,928	$	129,774	$	785	$	22,369		17.2%	$	166,012	$	135,759	$	1,027	$	29,226		21.5%
Operating Profit
Domestic site leasing	$	367,182	$	338,459	$	—	$	28,723		8.5%	$	376,316	$	354,881	$	—	$	21,435		6.0%
International site leasing		85,095		71,276		1,483		12,336		17.3%		92,402		73,864		2,390		16,148		21.9%
Site development		14,565		9,230		—		5,335		57.8%		17,276		11,024		—		6,252		56.7%

Revenues

Domestic site leasing revenues increased ~~$29.4~~$23.3 million for the three months ended ~~March 31,~~June 30, 2022, as compared to the prior year, primarily due to (1) revenues from ~~824~~143 towers acquired and 9 towers built since April 1, 2021 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased $32.9 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $29.5 million. These changes were primarily due to (1) revenues from 2,134 towers acquired (including 1,445 towers under the deal with Airtel Tanzania) and 450 towers built since April 1, 2021, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) an increase in reimbursable pass-through expenses due primarily to increases in CPI escalators on our ground leases, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 12.7% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $20.3 million for the three months ended June 30, 2022, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon.

Operating Profit

Domestic site leasing segment operating profit increased $21.4 million for the three months ended June 30, 2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since April 1, 2021 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $18.5 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $16.1 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since April 1, 2021 and organic site

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leasing growth as noted 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.

Site development segment operating profit increased $6.3 million for the three months ended June 30, 2022, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and Verizon.

Selling, General, and Administrative Expenses:



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	26,225	$	29,201	$	—	$	(2,976)		(10.2%)
International site leasing		15,073		9,521		(67)		5,619		59.0%
Total site leasing	$	41,298	$	38,722	$	(67)	$	2,643		6.8%
Site development		5,212		3,994		—		1,218		30.5%
Other		16,764		11,229		—		5,535		49.3%
Total	$	63,274	$	53,945	$	(67)	$	9,396		17.4%

Selling, general, and administrative expenses increased $9.3 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $9.4 million. These changes were primarily as a result of an increase in non-cash compensation, personnel, and other support related costs due in part to our entry into new markets.

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.

Asset Impairment and Decommission Costs:



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	7,089	$	2,690	$	—	$	4,399		163.5%
International site leasing		1,432		961		(127)		598		62.2%
Total site leasing	$	8,521	$	3,651	$	(127)	$	4,997		136.9%
Other		—		146		—		(146)		(100.0%)
Total	$	8,521	$	3,797	$	(127)	$	4,851		127.8%

Asset impairment and decommission costs increased $4.7 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $4.9 million. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the anticipated future discounted cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers due in part to increased churn from Sprint.

Depreciation, Accretion, and Amortization Expense:



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	122,570	$	128,034	$	—	$	(5,464)		(4.3%)
International site leasing		51,597		44,744		1,276		5,577		12.5%
Total site leasing	$	174,167	$	172,778	$	1,276	$	113		0.1%
Site development		619		1,017		—		(398)		(39.1%)
Other		1,606		1,674		—		(68)		(4.1%)
Total	$	176,392	$	175,469	$	1,276	$	(353)		(0.2%)

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Domestic site leasing depreciation, accretion, and amortization expense decreased $5.5 million for the three months ended June 30, 2022, as compared to the prior year. This change was primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since April 1, 2021.

International site leasing depreciation, accretion, and amortization expense increased $6.9 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $5.6 million. These changes were primarily due to the increase in the number of towers we acquired and built since April 1, 2021, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	217,643	$	190,360	$	—	$	27,283		14.3%
International site leasing		20,260		16,440		1,174		2,646		16.1%
Total site leasing	$	237,903	$	206,800	$	1,174	$	29,929		14.5%
Site development		11,445		6,013		—		5,432		90.3%
Other		(18,370)		(13,049)		—		(5,321)		40.8%
Total	$	230,978	$	199,764	$	1,174	$	30,040		15.0%

Domestic site leasing operating income increased $27.3 million for the three months ended June 30, 2022, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses, partially offset by increases in asset impairment and decommission costs.

International site leasing operating income increased $3.8 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $2.6 million. These changes were primarily due to higher segment operating profit, partially offset by increases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses.

Site development operating income increased $5.4 million for the three months ended June 30, 2022, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile, DISH Wireless, and Verizon.

Other Income (Expense):



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Interest income	$	1,517	$	547	$	42	$	928		169.7%
Interest expense		(84,315)		(90,544)		(2)		6,231		(6.9%)
Non-cash interest expense		(11,529)		(11,812)		(1)		284		(2.4%)
Amortization of deferred financing fees		(4,922)		(4,865)		—		(57)		1.2%
Loss from extinguishment of debt, net		—		(2,020)		—		2,020		(100.0%)
Other (expense) income, net		(66,141)		108,849		(176,265)		1,275		(43.2%)
Total	$	(165,390)	$	155	$	(176,226)	$	10,681		(9.6%)

Interest expense decreased $6.2 million for the three months ended June 30, 2022, as compared to the prior year. This change was primarily due to a lower weighted average interest rate, partially offset by a higher average principal amount of cash-interest bearing debt outstanding.

Loss from extinguishment of debt was $2.0 million for the three months ended June 30, 2021 representing the write-off of unamortized financing fees related to the repayment of the 2017-1C Tower Securities in May 2021.

Other expense, net includes a $63.7 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2022, while the prior year period included a $111.3 million gain.

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Benefit (Provision) for Income Taxes:



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Benefit (provision) for income taxes	$	3,563	$	(47,250)	$	58,274	$	(7,461)		79.5%

Provision for income taxes decreased $50.8 million for the three months ended June 30, 2022, as compared to the prior year. On a constant currency basis, provision for income taxes increased $7.5 million primarily due to increases in deferred foreign taxes and current state taxes offset by a decrease in deferred withholding taxes.

Net Income:



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	69,151	$	152,669	$	(116,778)	$	33,260		42.2%

Net income decreased $83.5 million for the three months ended June 30, 2022, as compared to the prior year. This change was primarily due to fluctuations in foreign currency exchange rates related to the remeasurement of the U.S. dollar denominated intercompany loans with foreign subsidiaries. On a constant currency basis, net income increased $33.3 million due to an increase in operating income and decreases in interest expense and loss from the extinguishment of debt, partially offset by an increase in provision for income taxes.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Revenues and Segment Operating Profit:



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

Revenues	(in thousands)
Domestic site leasing	$	875,070	$	822,407	$	—	$	52,663		6.4%
International site leasing		264,595		206,790		5,684		52,121		25.2%
Site development		132,111		95,069		—		37,042		39.0%
Total	$	1,271,776	$	1,124,266	$	5,684	$	141,826		12.6%
Cost of Revenues
Domestic site leasing	$	131,573	$	129,069	$	—	$	2,504		1.9%
International site leasing		87,097		61,649		1,811		23,637		38.3%
Site development		100,269		74,815		—		25,454		34.0%
Total	$	318,939	$	265,533	$	1,811	$	51,595		19.4%
Operating Profit
Domestic site leasing	$	743,497	$	693,338	$	—	$	50,159		7.2%
International site leasing		177,498		145,141		3,873		28,484		19.6%
Site development		31,842		20,254		—		11,588		57.2%

Revenues

Domestic site leasing revenues increased $52.7 million for the six months ended June 30, 2022, as compared to the prior year, primarily due to (1) revenues from 855 towers acquired (including wireless tenant licenses on ~~713~~715 utility transmission structures from the PG&E transaction) and 11 towers built since January 1, 2021 and (2) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals.

International site leasing revenues increased ~~$24.9~~$57.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing revenues increased ~~$22.7~~$52.1 million. These changes were primarily due to (1) revenues from ~~1,974~~2,153 towers acquired (including 1,445 towers under the deal with Airtel Tanzania) and ~~412~~510 towers built since

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January 1, 2021, ~~and~~ (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) an increase in reimbursable pass-through expenses due primarily to increases in CPI escalators on our ground leases, partially offset by lease non-renewals. Site leasing revenue in Brazil represented ~~11.7%~~12.2% of total site leasing revenue for the period. No other individual international market represented more than 4%5% of our total site leasing revenue.

Site development revenues increased ~~$16.7~~$37.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and ~~DISH Wireless.~~

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Verizon.

Operating Profit

Domestic site leasing segment operating profit increased ~~$28.7~~$50.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year, primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 and organic site leasing growth as noted above, (2) continued control of our site leasing cost of revenue, and (3) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased ~~$13.8~~$32.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased ~~$12.3~~$28.5 million. These changes were primarily due to additional profit generated by (1) towers acquired and built since January 1, 2021 and organic site leasing growth as noted above ~~(2) continued control of our site leasing cost of revenue,~~ and ~~(3)~~(2) the positive impact of our ground lease purchase ~~program.~~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.

Site development segment operating profit increased ~~$5.3~~$11.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year, as a result of increased carrier activity driven primarily by T-Mobile, DISH Wireless, and ~~DISH Wireless.~~Verizon.

Selling, General, and Administrative Expenses:



	For the three months ended								Constant		For the six months ended								Constant
	March 31,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	23,373	$	28,056	$	—	$	(4,683)		(16.7%)	$	49,598	$	57,257	$	—	$	(7,659)		(13.4%)
International site leasing		15,494		7,760		(144)		7,878		101.5%		30,567		17,281		(211)		13,497		78.1%
Total site leasing	$	38,867	$	35,816	$	(144)	$	3,195		8.9%	$	80,165	$	74,538	$	(211)	$	5,838		7.8%
Site development		5,522		5,789		—		(267)		(4.6%)		10,734		9,783		—		951		9.7%
Other		17,735		9,996		—		7,739		77.4%		34,499		21,225		—		13,274		62.5%
Total	$	62,124	$	51,601	$	(144)	$	10,667		20.7%	$	125,398	$	105,546	$	(211)	$	20,063		19.0%

Selling, general, and administrative expenses increased ~~$10.5~~$19.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased ~~$10.7~~$20.1 million. These changes were primarily as a result of an increase in non-cash compensation, personnel, and other support related costs due in part to our entry into new markets.

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

Asset Impairment and Decommission Costs:



	For the three months ended								Constant		For the six months ended								Constant
	March 31,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	5,483	$	3,871	$	—	$	1,612		41.6%	$	12,572	$	6,561	$	—	$	6,011		91.6%
International site leasing		3,029		1,032		80		1,917		185.8%		4,461		1,993		(47)		2,515		126.2%
Total site leasing											$	17,033	$	8,554	$	(47)	$	8,526		99.7%
Other												—		146		—		(146)		(100.0%)
Total	$	8,512	$	4,903	$	80	$	3,529		72.0%	$	17,033	$	8,700	$	(47)	$	8,380		96.3%

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Asset impairment and decommission costs increased ~~$3.6~~$8.3 million, on an actual and constant currency basis, for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. ~~On a constant currency basis, asset impairment and decommission costs increased $3.5 million.~~ These changes were primarily as a result of ana increase in impairment charges resulting from our regular analysis of whether the ~~anticipated~~ future ~~discounted~~ cash flows from certain towers are ~~sufficient~~adequate to recover the carrying value of the investment in those towers ~~partially offset by a decrease~~due in ~~costs related~~part to ~~sites decommissioned in the first quarter of 2022 compared to the prior year period.~~

‎

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increased churn from Sprint.

Depreciation, Accretion, and Amortization ~~Expense:~~Expenses:



	For the three months ended								Constant		For the six months ended								Constant
	March 31,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	123,133	$	137,054	$	—	$	(13,921)		(10.2%)	$	245,704	$	267,025	$	—	$	(21,321)		(8.0%)
International site leasing		48,881		43,121		839		4,921		11.4%		100,478		87,865		2,116		10,497		11.9%
Total site leasing	$	172,014	$	180,175	$	839	$	(9,000)		(5.0%)	$	346,182	$	354,890	$	2,116	$	(10,824)		(3.0%)
Site development		588		2,082		—		(1,494)		(71.8%)		1,207		1,162		—		45		3.9%
Other		1,721		1,624		—		97		6.0%		3,327		3,298		—		29		0.9%
Total	$	174,323	$	183,881	$	839	$	(10,397)		(5.7%)	$	350,716	$	359,350	$	2,116	$	(10,750)		(3.0%)

~~Depreciation,~~

Domestic site leasing depreciation, accretion, and amortization expense decreased ~~$9.6~~$21.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. ~~On a constant currency basis, depreciation, accretion, and amortization expense decreased $10.4 million.~~ These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2021.

International site leasing depreciation, accretion, and amortization expense increased $12.6 million for the six months ended June 30, 2022, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $10.5 million. These changes were primarily due to the increase in the number of towers we acquired and built since January 1, 2021, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):



	For the three months ended								Constant		For the six months ended								Constant
	March 31,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	211,594	$	166,146	$	—	$	45,448		27.4%	$	429,235	$	354,567	$	—	$	74,668		21.1%
International site leasing		16,186		17,694		696		(2,204)		(12.5%)		36,447		34,135		1,869		443		1.3%
Total site leasing	$	227,780	$	183,840	$	696	$	43,244		23.5%	$	465,682	$	388,702	$	1,869	$	75,111		19.3%
Site development		8,455		1,359		—		7,096		522.1%		19,901		9,309		—		10,592		113.8%
Other		(19,456)		(11,620)		—		(7,836)		67.4%		(37,826)		(24,669)		—		(13,157)		53.3%
Total	$	216,779	$	173,579	$	696	$	42,504		24.5%	$	447,757	$	373,342	$	1,869	$	72,546		19.4%

Domestic site leasing operating income increased ~~$45.4~~$74.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.

International site leasing operating income ~~decreased $1.5~~increased $2.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. On a constant currency basis, international site leasing operating income ~~decreased $2.2~~increased $0.4 million. These changes were primarily due to higher segment operating profit partially offset by increases in selling, general, and administrative expenses, depreciation, accretion, and amortization expense, and asset impairment and decommission ~~costs, partially offset by higher segment operating profit.~~costs.

Site development operating income increased ~~$7.1~~$10.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year, primarily due to higher segment operating profit driven by more activity from T-Mobile, DISH Wireless, and ~~DISH Wireless.~~Verizon.

~~Other Income (Expense):~~
‎

For the three months ended
Constant
March 31,
Foreign
Constant
Currency
2022
2021
Currency Impact
Currency Change
% Change
(in thousands)
Interest income
$
2,502
$
632
$
75
$
1,795
284.0%
Interest expense
(82,252)
(90,095)
—
7,843
(8.7%)
Non-cash interest expense
(11,526)
(11,804)
—
278
(2.4%)
Amortization of deferred financing fees
(4,881)
(4,891)
—
10
(0.2%)
Loss from extinguishment of debt, net
—
(11,652)
—
11,652
(100.0%)
Other income (expense), net
108,161
(88,436)
196,397
200
(10.8%)
Total
$
12,004
$
(206,246)
$
196,472
$
21,778
(18.2%)

2329

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Other Income (Expense):



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Interest income	$	4,020	$	1,179	$	118	$	2,723		231.0%
Interest expense		(166,566)		(180,639)		(3)		14,076		(7.8%)
Non-cash interest expense		(23,054)		(23,615)		(1)		562		(2.4%)
Amortization of deferred financing fees		(9,804)		(9,755)		—		(49)		0.5%
Loss from extinguishment of debt, net		—		(13,672)		—		13,672		(100.0%)
Other income, net		42,019		20,410		20,130		1,479		(30.8%)
Total	$	(153,385)	$	(206,092)	$	20,244	$	32,463		(14.0%)

Interest income increased ~~$1.9~~$2.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior year. This change was primarily due to a higher amount of interest-bearing deposits held ~~in Brazil and~~as well as higher effective interest rates on those deposits as compared to the prior year.

Interest expense decreased ~~$7.8~~$14.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior ~~year. This change was~~year primarily due to a lower ~~weighted average~~weighted-average interest rate, partially offset by a higher average principal amount of ~~cash-interest~~cash interest bearing debt outstanding.

Loss from extinguishment of debt was ~~$11.7~~$13.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 representing the payment of a $7.5 million call premium and the write-off of $4.2 million of the unamortized financing fees related to the redemption of the 2017 Senior Notes in February 2021, as well as the write-off of $2.0 million of unamortized financing fees related to the repayment of the ~~2017 Senior Notes~~2017-1C in ~~February~~May 2021.

Other ~~expense,~~income, net includes a ~~$109.6~~$45.9 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the ~~three~~six months ended ~~March 31,~~June 30, 2022, while the prior year period included a ~~$86.3~~$25.0 million ~~loss.~~gain.

~~(Provision) Benefit~~Provision for Income Taxes:

For the three months ended
Constant
March 31,
Foreign
Constant
Currency
2022
2021
Currency Impact
Currency Change
% Change
(in thousands)
(Provision) benefit for income taxes
$
(40,477)
$
20,922
$
(69,026)
$
7,627
(90.5%)



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Provision for income taxes	$	(36,914)	$	(26,328)	$	(10,752)	$	166		(0.9%)

Provision for income taxes increased ~~$61.4~~$10.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, as compared to the prior ~~year~~year. On a constant currency basis, provision for income taxes decreased $0.2 million. These changes were primarily due to ~~fluctuations~~an increase in ~~foreign currency exchange rates, partially~~state taxes offset by a decrease in deferred foreign taxes.

Net Income (Loss):

For the three months ended
Constant
March 31,
Foreign
Constant
Currency
2022
2021
Currency Impact
Currency Change
% Change
(in thousands)
Net income (loss)
$
188,306
$
(11,745)
$
128,142
$
71,909
158.0%



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	257,458	$	140,922	$	11,361	$	105,175		84.5%

Net income increased ~~$200.1~~$116.5 million for the ~~three~~six months ended ~~March 31, 2022, as compared to the prior year.~~June 30, 2022. On a constant currency basis, net income increased ~~$71.9~~$105.2 million. These changes were primarily due to an increase in operating income and decreases in interest expense, and loss from the extinguishment of ~~debt and cash interest expense, partially offset by an increase in provision for income taxes.~~debt.

NON-GAAP FINANCIAL MEASURES

This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to

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why management utilizes this measure. As discussed above, this report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of the remeasurement of our intercompany loans.

Adjusted EBITDA

We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition and new business initiatives related adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and amortization, and income taxes.

We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes

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that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.



	For the three months ended								Constant		For the three months ended								Constant
	March 31,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change		2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Net income (loss)	$	188,306	$	(11,745)	$	128,142	$	71,909		158.0%
Net income											$	69,151	$	152,669	$	(116,778)	$	33,260		42.2%
Non-cash straight-line leasing revenue		(8,001)		(576)		50		(7,475)		1,297.7%		(9,846)		(9,515)		67		(398)		4.2%
Non-cash straight-line ground lease expense		1,053		2,641		(5)		(1,583)		(59.9%)		721		2,007		(21)		(1,265)		(63.0%)
Non-cash compensation		24,747		20,422		54		4,271		20.9%		23,900		21,643		(165)		2,422		11.2%
Loss from extinguishment of debt, net		—		11,652		—		(11,652)		(100.0%)		—		2,020		—		(2,020)		(100.0%)
Other (income) expense, net		(108,161)		88,436		(196,397)		(200)		(10.8%)
Other expense (income), net												66,141		(108,849)		176,265		(1,275)		(43.2%)
Acquisition and new business initiatives
related adjustments and expenses		5,104		5,001		12		91		1.8%		6,829		6,794		134		(99)		(1.5%)
Asset impairment and decommission costs		8,512		4,903		80		3,529		72.0%		8,521		3,797		(127)		4,851		127.8%
Interest income		(2,502)		(632)		(75)		(1,795)		284.0%		(1,517)		(547)		(42)		(928)		169.7%
Interest expense ⁽¹⁾		98,659		106,790		—		(8,131)		(7.6%)		100,766		107,221		3		(6,458)		(6.0%)
Depreciation, accretion, and amortization		174,323		183,881		839		(10,397)		(5.7%)		176,392		175,469		1,276		(353)		(0.2%)
Provision (benefit) for income taxes ⁽²⁾		41,711		(20,702)		69,026		(6,613)		(76.5%)
(Benefit) provision for income taxes ⁽²⁾												(3,302)		47,485		(58,268)		7,481		77.8%
Adjusted EBITDA	$	423,751	$	390,071	$	1,726	$	31,954		8.2%	$	437,756	$	400,194	$	2,344	$	35,218		8.8%

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	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2022		2021		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	257,458	$	140,922	$	11,361	$	105,175		84.5%
Non-cash straight-line leasing revenue		(17,846)		(10,091)		118		(7,873)		78.0%
Non-cash straight-line ground lease expense		1,774		4,648		(26)		(2,848)		(61.3%)
Non-cash compensation		48,648		42,066		(110)		6,692		15.9%
Loss from extinguishment of debt, net		—		13,672		—		(13,672)		(100.0%)
Other income, net		(42,019)		(20,410)		(20,130)		(1,479)		30.8%
Acquisition and new business initiatives
related adjustments and expenses		11,933		11,795		146		(8)		(0.1%)
Asset impairment and decommission costs		17,033		8,700		(47)		8,380		96.3%
Interest income		(4,020)		(1,179)		(118)		(2,723)		231.0%
Interest expense ⁽¹⁾		199,424		214,009		4		(14,589)		(6.8%)
Depreciation, accretion, and amortization		350,716		359,350		2,116		(10,750)		(3.0%)
Provision for income taxes ⁽²⁾		38,409		26,783		10,758		868		4.8%
Adjusted EBITDA	$	861,510	$	790,265	$	4,072	$	67,173		8.5%

(1)Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.

(2)Provision ~~(benefit)~~ for taxes includes ~~$1,234~~$261 and ~~$220~~$235 of franchise taxes for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and $1,495 and $455 of franchise taxes for the six months ended June 30, 2022 and 2021, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA increased ~~$33.7~~$37.6 million for the three months ended ~~March 31,~~June 30, 2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased ~~$32.0~~$35.2 million. These changes were primarily due to an increase in segment operating profit in each of our three segments, partially offset by an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $71.2 million for the six months ended June 30, 2022, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $67.2 million. These changes were primarily due to an increase in segment operating profit in each of our three segments, partially offset by an increase in cash selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

‎A summary of our cash flows is as follows:



	For the six months ended June 30,
	2022		2021

	(in thousands)
Cash provided by operating activities	$	664,597	$	638,282
Cash used in investing activities		(485,695)		(1,184,754)
Cash (used in) provided by financing activities		(376,004)		545,394
Change in cash, cash equivalents, and restricted cash		(197,102)		(1,078)
Effect of exchange rate changes on cash, cash equiv., and restricted cash		12,454		(2,920)
Cash, cash equivalents, and restricted cash, beginning of period		435,626		342,808
Cash, cash equivalents, and restricted cash, end of period	$	250,978	$	338,810

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~~A summary of our cash flows is as follows:~~

For the three months ended March 31,
2022
2021
(in thousands)
Cash provided by operating activities
$
292,482
$
285,498
Cash used in investing activities
(255,881)
(1,076,584)
Cash (used in) provided by financing activities
(151,750)
701,343
Change in cash, cash equivalents, and restricted cash
(115,149)
(89,743)
Effect of exchange rate changes on cash, cash equiv., and restricted cash
15,961
(10,880)
Cash, cash equivalents, and restricted cash, beginning of period
435,626
342,808
Cash, cash equivalents, and restricted cash, end of period
$
336,438
$
242,185

Operating Activities

Cash provided by operating activities was ~~$292.5~~$664.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 as compared to ~~$285.5~~$638.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The increase was primarily due to an increase in operating profit, partially offset by an increase in cash outflows associated with working capital changes.

Investing Activities

A detail of our cash capital expenditures is as follows:



	For the three months ended March 31,				For the six months ended June 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
Acquisitions of towers and related intangible assets ⁽¹⁾⁽²⁾	$	(207,863)	$	(101,630)	$	(286,528)	$	(168,885)
Acquisition of right-of-use assets ⁽²⁾⁽³⁾		—		(945,915)		(2,220)		(947,698)
Land buyouts and other assets ⁽³⁾⁽⁵⁾		(7,318)		(5,131)		(64,830)		(13,268)
Construction and related costs		(16,477)		(8,823)		(43,445)		(22,587)
Augmentation and tower upgrades		(9,274)		(7,560)		(23,532)		(14,437)
Tower maintenance		(9,327)		(7,313)		(19,396)		(16,292)
General corporate		(2,930)		(840)		(4,598)		(2,059)
Other investing activities(6)		(2,692)		628		(41,146)		472
Net cash used in investing activities	$	(255,881)	$	(1,076,584)	$	(485,695)	$	(1,184,754)

(1)During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we closed on 1,445 sites ~~under the previously announced deal with~~from Airtel Tanzania for $176.1 million. Legal title ~~was~~has been fully transferred ~~at closing~~ for ~~963~~1,105 of the towers. The remaining ~~482~~340 towers are pending post-closing site level documentation and due diligence and ~~were initially~~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 we anticipate 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. During this period of time, we have all the economic rights and obligations related to these towers.

(2)The six months ended June 30, 2021 includes $77.1 million of acquisitions completed during the fourth quarter of 2020 which were not funded until the first quarter of 2021.

(3)During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we acquired the exclusive right to lease and operate ~~697~~ utility transmission structures, which included existing wireless tenant licenses from PG&E for ~~$954.0~~$955.8 million. The difference between the purchase price and the cash acquisition amount is due to working capital adjustments.

~~(3)~~

(4)Excludes ~~$3.8~~$6.5 million and ~~$2.8~~$6.4 million spent to extend ground lease terms for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively.

(5)Includes amounts paid related to the acquisition of a data center in Brazil during the second quarter of 2022.

(6)Includes amounts paid for the purchase of and received from the sale of short-term investments during the six months ended June 30, 2022.

Subsequent to ~~March 31,~~June 30, 2022, we purchased or are under contract to purchase ~~358~~approximately 200 communication sites ~~and one data center~~ for an aggregate consideration of ~~$177.1~~$85.0 million in cash. Additionally, we are under contract to purchase approximately 2,600 sites from Grupo TorreSur in Brazil for $725.0 million. We anticipate that these acquisitions will be consummated by the end of the fourth quarter of 2022.

For 2022, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of ~~$47.0~~$46.0 million to ~~$57.0~~$56.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of ~~$615.0~~$1,410.0 million to ~~$635.0~~$1,430.0 million. We expect to fund these cash capital expenditures from, among other sources, cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash

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capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

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Financing Activities

A detail of our financing activities is as follows:



	For the three months ended March 31,				For the six months ended June 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
Net borrowings under Revolving Credit Facility⁽¹⁾	$	330,000	$	210,000
Net borrowings (repayments) under Revolving Credit Facility⁽¹⁾					$	180,000	$	(295,000)
Proceeds from issuance of Senior Notes, net of fees⁽¹⁾		—		1,485,670		—		1,485,512
Repayment of Senior Notes ⁽¹⁾		—		(757,500)		—		(757,500)
Proceeds from issuance of Tower Securities, net of fees ⁽¹⁾						—		1,152,631
Repayment of Tower Securities ⁽¹⁾						—		(760,000)
Repurchase and retirement of common stock ⁽²⁾		(431,667)		(168,923)		(431,666)		(168,922)
Payment of dividends on common stock		(76,873)		(63,412)		(153,438)		(126,893)
Proceeds from employee stock purchase/stock option plans, net of taxes		1,608		2,015		10,618		27,140
Other financing activities		25,182		(6,507)		18,482		(11,574)
Net cash (used in) provided by financing activities	$	(151,750)	$	701,343	$	(376,004)	$	545,394

(1)For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.

(2)For additional information, refer to Item 2. Issuer Purchases of Equity Securities.

Dividends

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, we 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 27, 2022	March 10, 2022	$0.71	$76.9 million	March 25, 2022
April 24, 2022	May 19, 2022	$0.71	$76.6 million	June 14, 2022

Dividends paid in 2022 were ordinary taxable dividends.

Subsequent to ~~March 31,~~June 30, 2022, we 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

~~April 24,~~July 31, 2022	~~May 19,~~August 25, 2022	$0.71	~~June 14,~~September 20, 2022

The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

Registration Statements

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we did not issue any shares of Class A common stock under this registration statement. As of ~~March 31,~~June 30, 2022, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

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We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares

~~Table of Contents~~

as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. No securities were issued under this registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

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 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 LLC, our wholly owned subsidiary (“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 provides mechanics relating to a transition away from LIBOR as a benchmark interest rate and the replacement of LIBOR by an alternative benchmark rate and incorporates sustainability-linked targets which will adjust the 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. ~~Subsequent to March 31, 2022, the Company~~We received a 0.05% reduction in the applicable spread and a 0.01% reduction in the commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2021.

During the three months ended ~~March 31,~~June 30, 2022, we repaid $150.0 million of the outstanding balance under the Revolving Credit Facility. During the six months ended June 30, 2022, we borrowed $330.0 million and repaid $150.0 million of the outstanding balance under the Revolving Credit Facility. As of ~~March 31,~~June 30, 2022, there was ~~$680.0~~$530.0 million outstanding under the Revolving Credit Facility accruing interest at ~~1.619%~~3.050%. In addition, SBA Senior Finance II was required to pay a commitment fee of ~~0.15%~~0.19% per annum on the amount of the unused commitment. As of ~~March 31,~~June 30, 2022, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to ~~March 31,~~June 30, 2022, we repaid an additional ~~$110.0~~$50.0 million under the Revolving Credit Facility, and as of the date of this filing, ~~$570.0~~$480.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2018 Term Loan

On April 11, 2018, we, through our wholly owned subsidiary, SBA Senior Finance II LLC, obtained a term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 75 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 175 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of ~~March 31,~~June 30, 2022, the 2018 Term Loan was accruing interest at ~~2.210%~~3.420% per annum.

On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for $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.

During the three and six months ended ~~March 31,~~June 30, 2022, we repaid an aggregate of $6.0 million and $12.0 million of principal on the 2018 Term ~~Loan.~~Loan, respectively. As of ~~March 31,~~June 30, 2022, the 2018 Term Loan had a principal balance of $2.3 billion.

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Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of ~~March 31,~~June 30, 2022, we, through the Trust, had issued and outstanding an aggregate of $6.7 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,903 tower sites owned by the Borrowers as of ~~March 31,~~June 30, 2022. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The table below sets forth the material terms of our outstanding Tower Securities as of the date of this filing:

Security

Issue Date

Amount Outstanding

Interest Rate

Anticipated Repayment Date

Final Maturity Date

2014-2C Tower Securities

Oct. 15, 2014

$620.0 million

3.869%

Oct. 8, 2024

Oct. 8, 2049

2018-1C Tower Securities

Mar. 9, 2018

$640.0 million

3.448%

Mar. 9, 2023

Mar. 9, 2048

2019-1C Tower Securities

Sep. 13, 2019

$1.165 billion

2.836%

Jan. 12, 2025

Jan. 12, 2050

2020-1C Tower Securities

Jul. 14, 2020

$750.0 million

1.884%

Jan. 9, 2026

Jul. 11, 2050

2020-2C Tower Securities

Jul. 14, 2020

$600.0 million

2.328%

Jan. 11, 2028

Jul. 9, 2052

2021-1C Tower Securities

May 14, 2021

$1.165 billion

1.631%

Nov. 9, 2026

May 9, 2051

2021-2C Tower Securities

Oct. 27, 2021

$895.0 million

1.840%

Apr. 9, 2027

Oct. 10, 2051

2021-3C Tower Securities

Oct. 27, 2021

$895.0 million

2.593%

Oct. 9, 2031

Oct. 10, 2056

Risk Retention Tower Securities

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased (1) $33.7 million of Secured Tower Revenue Securities Series 2018-1R (the “2018-1R Tower Securities”) issued by the Trust with a fixed interest rate of 4.949% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2018-1C Tower Securities, (2) $61.4 million of Secured Tower Revenue Securities Series 2019-1R (the “2019-1R Tower Securities”) issued by the Trust with a fixed interest rate of 4.213% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2019-1C Tower Securities, (3) $71.1 million of Secured Tower Revenue Securities Series 2020-2R (the “2020-2R Tower Securities”) issued by the Trust with a fixed interest rate of 4.336% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2020-2C Tower Securities, (4) $61.4 million of Secured Tower Revenue Securities Series 2021-1R (the “2021-1R Tower Securities”) issued by the Trust with a fixed interest rate of 3.625% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2021-1C Tower Securities, and (5) $94.3 million of Secured Tower Revenue Securities Series 2021-3R (the “2021-3R Tower Securities”) issued by the Trust with a fixed interest rate of 4.090% per annum, payable monthly, and with the same anticipated repayment date and final maturity date as the 2021-3C Tower Securities. Principal and interest payments made on the 2018-1R Tower Securities, 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, and 2021-3R Tower Securities eliminate in consolidation.

As of ~~March 31,~~June 30, 2022, 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.

Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of ~~March 31,~~June 30, 2022:

Senior Notes

Issue Date

Amount Outstanding

Interest Rate Coupon

Maturity Date

Interest Due Dates

Optional Redemption Date

2020 Senior Notes

Feb. 4, 2020

$1.5 billion

3.875%

Feb. 15, 2027

Feb. 15 & Aug. 15

Feb. 15, 2023

2021 Senior Notes

Jan. 29, 2021

$1.5 billion

3.125%

Feb. 1, 2029

Feb. 1 & Aug. 1

Feb. 1, 2024

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Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

Debt Service

As of ~~March 31,~~June 30, 2022, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts outstanding as of ~~March 31,~~June 30, 2022 and the interest rates accruing on those amounts on such date (in thousands):



Revolving Credit Facility ⁽¹⁾	$	12,237	$	18,008
2018 Term Loan ⁽²⁾		68,497		72,648
2014-2C Tower Securities		24,185		24,185
2018-1C Tower Securities		662,270		662,270
2019-1C Tower Securities		33,409		33,409
2020-1C Tower Securities		14,368		14,368
2020-2C Tower Securities		14,159		14,159
2021-1C Tower Securities		19,371		19,371
2021-2C Tower Securities		16,752		16,752
2021-3C Tower Securities		23,491		23,491
2020 Senior Notes		58,125		58,125
2021 Senior Notes		46,875		46,875
Total debt service for the next 12 months	$	993,739	$	1,003,661

(1)As of ~~March 31,~~June 30, 2022, ~~$680.0~~$530.0 million was outstanding under the Revolving Credit Facility. Subsequent to ~~March 31,~~June 30, 2022, we repaid an additional ~~$110.0~~$50.0 million under the Revolving Credit Facility, and as of the date of this filing, ~~$570.0~~$480.0 million was outstanding.

(2)Total debt service on the 2018 Term Loan includes the impact of the interest rate swap entered into on August 4, 2020, 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of ~~March 31,~~June 30, 2022:



	2022		2023		2024		2025		2026		Thereafter		Total		Fair Value		2022		2023		2024		2025		2026		Thereafter		Total		Fair Value

	(in thousands)																(in thousands)
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	680,000	$	—	$	680,000	$	680,000	$	—	$	—	$	—	$	—	$	530,000	$	—	$	530,000	$	530,000
2018 Term Loan		18,000		24,000		24,000		2,244,000		—		—		2,310,000		2,275,350		12,000		24,000		24,000		2,244,000		—		—		2,304,000		2,217,600
2014-2C Tower Securities ⁽¹⁾		—		—		620,000		—		—		—		620,000		622,065		—		—		620,000		—		—		—		620,000		614,656
2018-1C Tower Securities ⁽¹⁾		—		640,000		—		—		—		—		640,000		640,960		—		640,000		—		—		—		—		640,000		638,336
2019-1C Tower Securities ⁽¹⁾		—		—		—		1,165,000		—		—		1,165,000		1,137,529		—		—		—		1,165,000		—		—		1,165,000		1,125,029
2020-1C Tower Securities ⁽¹⁾		—		—		—		—		750,000		—		750,000		715,215		—		—		—		—		750,000		—		750,000		704,318
2020-2C Tower Securities ⁽¹⁾		—		—		—		—		—		600,000		600,000		575,178		—		—		—		—		—		600,000		600,000		558,750
2021-1C Tower Securities ⁽¹⁾		—		—		—		—		1,165,000		—		1,165,000		1,087,283		—		—		—		—		1,165,000		—		1,165,000		1,066,756
2021-2C Tower Securities ⁽¹⁾		—		—		—		—		—		895,000		895,000		835,053		—		—		—		—		—		895,000		895,000		817,430
2021-3C Tower Securities ⁽¹⁾		—		—		—		—		—		895,000		895,000		841,944		—		—		—		—		—		895,000		895,000		801,106
2020 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,462,320		—		—		—		—		—		1,500,000		1,500,000		1,366,485
2021 Senior Notes		—		—		—		—		—		1,500,000		1,500,000		1,358,955		—		—		—		—		—		1,500,000		1,500,000		1,228,545
Total debt obligation	$	18,000	$	664,000	$	644,000	$	3,409,000	$	2,595,000	$	5,390,000	$	12,720,000	$	12,231,852	$	12,000	$	664,000	$	644,000	$	3,409,000	$	2,445,000	$	5,390,000	$	12,564,000	$	11,669,011

(1)For information on the anticipated repayment date and final maturity date for each tower security, refer to “Debt Instruments and Debt Service Requirements” above.

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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 Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. On August 4, 2020, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap for $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. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. 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 during 2023 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.

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Argentina, Colombia, South Africa, the Philippines, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Canada, Chile, South Africa, and the Philippines, we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency. In Colombia, Argentina, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the ~~three~~six months ended ~~March 31,~~June 30, 2022, approximately ~~16.2%~~16.7% of our revenues and approximately ~~20.4%~~21.5% 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 ~~March 31,~~June 30, 2022. As of ~~March 31,~~June 30, 2022, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.0% and 0.6%, respectively, for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

As of ~~March 31,~~June 30, 2022, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the

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foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at ~~March 31,~~June 30, 2022 would have resulted in approximately ~~$75.4~~$75.3 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, the future capital investments of our customers (including with respect to the roll-out of 5G), future spectrum auctions, the trends developing in our industry, and competitive factors;

our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;

our expectations regarding consolidation of wireless service providers and the impact of such consolidation on our financial and operational results;

our intent to grow our tower portfolio domestically and internationally and expand through acquisitions (including the timing and consummation of our acquisition of Grupo TorreSur in Brazil), new builds, and organic lease up on existing towers;

our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements;

our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;

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our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-discretionary capital expenditures;

our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;

our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;

our expectations regarding churn rates, including with respect to legacy Sprint leases and Oi leases;

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

our expectations regarding timing for closing of pending acquisitions;

our election to be subject to tax as a REIT and our intent to continue to operate as a REIT;

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 plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions;

our expectations regarding the use of NOLs to reduce REIT taxable income;

our expectations regarding our capital allocation strategy, 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 dividends and our ability to grow our dividend in the future and the drivers of such growth;

our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;

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

our expectations regarding our business strategies, including our strategy for securing rights to the land underlying our towers, and the impact of such strategies on our financial and operational results;

our intended use of our liquidity;

our intent to maintain our target leverage levels, including in light of our dividend;

our expectations regarding our debt service in 2022 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

our expectations and estimates regarding certain tax and accounting matters, including the impact on our financial statements.

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These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

the impact of consolidation among wireless service providers, including the impact of T-Mobile and Sprint;

the ability of DISH Wireless to become and compete as a nationwide carrier;

our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;

our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership;

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 South African and Tanzanian economies and wireless communications market, and the willingness of carriers to invest in their networks in that market;

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developments in the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect the willingness or ability of the wireless service providers to expend capital to fund network expansion or enhancements;

our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;

our ability to secure and deliver anticipated services business at contemplated margins;

our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that arise in connection with the building of new towers;

competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;

our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;

our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;

our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;

the impact of rising interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;

the extent and duration of the impact of the COVID-19 pandemic on the global economy, on our business and results of operations, and on foreign currency exchange rates;

our ability to successfully estimate the impact of regulatory and litigation matters;

natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;

a decrease in demand for our towers;

the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;

our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules;

our ability to utilize available NOLs to reduce REIT taxable income; 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 income.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of ~~March 31,~~June 30, 2022. Based on such evaluation, such officers have concluded that, as of ~~March 31,~~June 30, 2022, our disclosure controls and procedures were effective.

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PART II – OTHER INFORMATION

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~Issuer Purchases of Equity Securities~~

~~The following table presents information related to our repurchases of Class A common stock during the first quarter of 2022:~~

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
1/1/2022 - 1/31/2022
953,846
$
335.48
953,846
$
616,370,815
2/1/2022 - 2/28/2022
92,799
$
323.30
92,799
$
586,368,504
3/1/2021 - 3/31/2021
253,468
$
322.10
253,468
$
504,726,849
Total
1,300,113
$
332.00
1,300,113
$
504,726,849

~~(1)~~Our Board of Directors authorizes us 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 our Board of Directors at any time in its sole discretion. As of the date of this filing, we had $504.7 million remaining under the current authorized share repurchase plan.

ITEM 6. EXHIBITS


Exhibit No.	Description of Exhibits
31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SBA COMMUNICATIONS CORPORATION

~~April 29,~~August 4, 2022	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)

~~April 29,~~August 4, 2022	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

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	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

1/1/2022 - 1/31/2022	953,846	$	335.48	953,846	$	616,370,815
2/1/2022 - 2/28/2022	92,799	$	323.30	92,799	$	586,368,504
3/1/2021 - 3/31/2021	253,468	$	322.10	253,468	$	504,726,849
Total	1,300,113	$	332.00	1,300,113	$	504,726,849