Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

(1) Financial Statements

See Item 8 for Financial Statements included with this Annual Report on Form 10-K.

(2) Financial Statement Schedules

None.

(3) Exhibits

				Incorporated by Reference
Exhibit Nb.		Exhibit Description		Form		Period Covered or Date of Filing
2.1		Purchase and Sale Agreement, dated February 18, 2012, by and among SBA Communications Corporation, Monarch Towers Acquisition, LLC, Mobilitie Investments, LLC, Mobilitie Investments II, LLC, MPGJ-I, LLC, MPMA-I, LLC, MPGJ-II, LLC, and the Sellers identified on the signature pages thereto.		8-K		02/27/12
2.2		Agreement and Plan of Merger, dated June 25, 2012, by and among SBA Communications Corporation, SBA 2012 Acquisition, LLC, TowerCo II Holdings LLC and TowerCo III Holdings LLC.		8-K		06/28/12
3.4		Fourth Amended and Restated Articles of Incorporation, as Amended, of SBA Communications Corporation.		S-4 (333-166966)		05/19/10
3.5A		Amended and Restated Bylaws of SBA Communications Corporation, effective as of January 16, 2012.		8-K		02/01/12
4.15A		Form of Senior Indenture.		S-3ASR (333-179737)		02/27/12
4.16A		Form of Subordinated Indenture.		S-3ASR (333-179737)		02/27/12
4.17		Indenture, dated July 24, 2009, between SBA Communications Corporation and U.S. Bank National Association.		10-Q		Quarter ended June 30, 2009
4.18		Form of 8.000% Senior Notes due 2016 (included in Exhibit 4.17).		10-Q		Quarter ended June 30, 2009

4.19		Form of 8.250% Senior Notes due 2019 (included in Exhibit 4.17).		10-Q		Quarter ended June 30, 2009
4.20		Indenture, dated July 13, 2012, between SBA Telecommunications, Inc., SBA Communications Corporation and U.S. Bank National Association.		8-K		07/16/12
4.21		Form of 5.75% Senior Notes due 2020 (included in Exhibit 4.20).		8-K		07/16/12
4.22		Indenture, dated as of September 28, 2012, between SBA Communications Corporation and U.S. Bank National Association.		8-K		09/28/12
4.23		Form of 5.625% Senior Notes due 2019 (included in Exhibit 4.22).		8-K		09/28/12
4.24		Indenture, dated July 1, 2014, between SBA Communications Corporation and U.S. Bank National Association.		8-K		07/01/14
4.25		Form of 4.875% Senior Notes due 2022 (included in Exhibit 4.24).		8-K		07/01/14
10.1		SBA Communications Corporation Registration Rights Agreement dated as of March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II and Robert Grobstein.		S-4 (333-50219)		04/15/98
10.2		Purchase Agreement, dated July 26, 2012, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.		10-Q		Quarter ended September 30, 2012
10.3		2015 Revolving Refinancing Amendment, dated as of February 5, 2015, among SBA Senior Finance II, as borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative agent.*
10.4		Purchase Agreement, dated April 4, 2013, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.		8-K		04/23/13
10.7		Second Amended and Restated Credit Agreement, dated as of February 7, 2014, among SBA Senior Finance II LLC, as borrower, the several lenders from time to time parties thereto, Citigroup Global Capital Markets Inc. and Barclays Bank PLC, as incremental tranche B-1 term loan joint lead arrangers and syndication agents, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, The Royal Bank of Scotland plc and Wells Fargo Securities, LLC, as co-incremental Tranche B-1 term loan documentation agents, and Toronto Dominion (Texas) LLC, as administrative agent.		8-K		02/13/14
10.8		Second Amended and Restated Guarantee and Collateral Agreement, dated as of February 7, 2014, among SBA Communications Corporation, SBA Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II LLC and certain of its subsidiaries, as identified in the Second Amended and Restated Guarantee and Collateral Agreement, in favor of Toronto Dominion (Texas) LLC, as administrative agent.		8-K		02/13/14
10.9		Purchase Agreement, dated June 17, 2014, among SBA Communications Corporation, U.S. Bank National Association, as trustee, and the several initial purchasers listed on Schedule I thereto.		8-K		06/23/14

10.10		Registration Rights Agreement, dated July 1, 2014, among SBA Communications Corporation and the several initial purchasers listed on Schedule I thereto.		8-K		07/01/14
10.11		Purchase Agreement, dated October 7, 2014, among SBA Senior Finance, LLC, Deutsche Bank Trust Company, as trustee, and several initial purchasers listed on Schedule I thereto.		8-K		10/10/14
10.12		Second Amended and Restated Loan and Security Agreement, dated as of October 15, 2014, among SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC, SBA Towers VII, LLC and any Additional Borrower or Borrowers that may become a party thereto and Midland Loan Services, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.		10-Q		Quarter ended September 30, 2014
10.33		2001 Equity Participation Plan as Amended and Restated on May 16, 2002.†		DEF 14A		04/16/02
10.35F		Employment Agreement, dated October 30, 2014, between SBA Communications Corporation and Jeffrey A. Stoops.†*
10.50		Management Agreement, dated as of November 18, 2005, by and among SBA Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc.		10-K		Year ended December 31, 2005
10.57C		Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Kurt L. Bagwell.†		10-Q		Quarter ended June 30, 2012
10.58C		Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Thomas P. Hunt.†		10-Q		Quarter ended June 30, 2012
10.60		Joinder and Amendment to Management Agreement, dated November 6, 2006, by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA Network Management, Inc., and SBA Senior Finance, Inc.		10-K		Year ended December 31, 2006
10.75A		SBA Communications Corporation 2008 Employee Stock Purchase Plan, as amended on May 4, 2011.†		10-Q		Quarter ended June 30, 2011
10.76		Form of Indemnification Agreement dated January 15, 2009 between SBA Communications Corporation and its directors and certain officers.		10-K		Year ended December 31, 2008
10.79		Form of Convertible Bond Hedge Transaction Agreement entered into by SBA Communications Corporation with each of Citibank, N.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, JP Morgan Chase Bank, National Association and Wachovia Capital Markets, LLC.		10-Q		Quarter ended March 31, 2009
10.80		Form of Issuer Warrant Transaction Letter Agreement entered into by SBA Communications Corporation with each of Citibank, N.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, JP Morgan Chase Bank, National Association and Wachovia Capital Markets, LLC.		10-Q		Quarter ended March 31, 2009
10.85B		Amended and Restated Employment Agreement, dated as of July 30, 2012, between SBA Communications Corporation and Brendan T. Cavanagh.†		10-Q		Quarter ended June 30, 2012

10.89		SBA Communications Corporation 2010 Performance and Equity Incentive Plan.†		S-8 (333-166969)		05/20/10
10.92		Credit Agreement, dated as of April 2, 2012, among SBA Monarch Acquisition, LLC (formerly known as Monarch Towers Acquisition, LLC), as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Barclays Bank PLC, as joint lead arrangers and bookrunners.		8-K		04/02/12
10.93		Guarantee and Collateral Agreement, dated as of April 2, 2012, among SBA Telecommunications, Inc., SBA Monarch Acquisition, LLC (formerly known as Monarch Towers Acquisition, LLC) and certain of its subsidiaries, in favor of JPMorgan Chase Bank, N.A., as administrative agent.		8-K		04/02/12
10.96		Purchase Agreement, dated July 10, 2012, among SBA Communications Corporation, SBA Telecommunications, Inc. and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule 1 thereto.		8-K		07/16/12
10.97		Registration Rights Agreement, dated July 13, 2012, among SBA Communications Corporation, SBA Telecommunications, Inc. and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule 2 thereto.		8-K		07/16/12
10.98		Purchase Agreement, dated September 20, 2012, between SBA Communications Corporation and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule 1 thereto.		8-K		09/26/12
10.99		Registration Rights Agreement, dated September 28, 2012, between SBA Communications Corporation and J.P. Morgan Securities LLC, as representative of the several initial purchasers listed on Schedule 2 thereto.		8-K		09/28/12
21		Subsidiaries.*
23.1		Consent of Ernst & Young LLP.*
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.**
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.**

---

† Management contract or compensatory plan or arrangement.

• Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
By:	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops Chief Executive Officer and President
Date:	March 2, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven E. Bernstein	Chairman of the Board of Directors	March 2, 2015
Steven E. Bernstein
/s/ Jeffrey A. Stoops	Chief Executive Officer and President	March 2, 2015
Jeffrey A. Stoops	(Principal Executive Officer)
/s/ Brendan T. Cavanagh	Chief Financial Officer and Executive Vice President	March 2, 2015
Brendan T. Cavanagh	(Principal Financial Officer)
/s/ Brian D. Lazarus	Chief Accounting Officer and Senior Vice President	March 2, 2015
Brian D. Lazarus	(Principal Accounting Officer)
/s/ Brian C. Carr	Director	March 2, 2015
Brian C. Carr
/s/ Duncan H. Cocroft	Director	March 2, 2015
Duncan H. Cocroft

/s/ George R. Krouse Jr.	Director	March 2, 2015
George R. Krouse Jr.
/s/ Jack Langer	Director	March 2, 2015
Jack Langer
/s/ Kevin L. Beebe	Director	March 2, 2015
Kevin L. Beebe

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2014 and 2013	F-2
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012	F-3
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, 2013 and 2012	F-4
Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2014, 2013 and 2012	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	F-6
Notes to Consolidated Financial Statements	F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of SBA Communications Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SBA Communications Corporation and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Certified Public Accountants

Boca Raton, Florida

March 2, 2015

F-1

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

		December 31,			December 31,
		2014			2013
ASSETS
Current assets:
Cash and cash equivalents		$	39,443		$	122,112
Restricted cash			52,519			47,305
Short-term investments			5,549			5,446
Accounts receivable, net of allowance of $889 and $686
at December 31, 2014 and December 31, 2013, respectively			104,268			71,339
Costs and estimated earnings in excess of billings on uncompleted contracts			30,078			27,864
Prepaid expenses and other current assets			95,031			69,586
Total current assets			326,888			343,652
Property and equipment, net			2,762,417			2,578,444
Intangible assets, net			4,189,540			3,387,198
Deferred financing fees, net			95,237			73,042
Other assets			467,043			400,852
Total assets		$	7,841,125		$	6,783,188
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		$	42,851		$	24,302
Accrued expenses			65,553			86,131
Current maturities of long-term debt			32,500			481,886
Deferred revenue			120,047			94,658
Accrued interest			53,178			46,689
Other current liabilities			16,921			14,007
Total current liabilities			331,050			747,673
Long-term liabilities:
Long-term debt			7,828,299			5,394,721
Other long-term liabilities			342,576			283,828
Total long-term liabilities			8,170,875			5,678,549
Shareholders' (deficit) equity:
Preferred stock - par value $.01, 30,000 shares authorized, no shares issued
or outstanding			—			—
Common stock - Class A, par value $.01, 400,000 shares authorized, 129,134 and
128,432 shares issued and outstanding at December 31, 2014 and
December 31, 2013, respectively			1,291			1,284
Additional paid-in capital			2,062,775			2,907,446
Accumulated deficit			(2,542,380)			(2,518,085)
Accumulated other comprehensive loss, net			(182,486)			(33,679)
Total shareholders' (deficit) equity			(660,800)			356,966
Total liabilities and shareholders' (deficit) equity		$	7,841,125		$	6,783,188

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

F-2

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

		For the year ended December 31,
		2014			2013			2012
Revenues:
Site leasing		$	1,360,202		$	1,133,013		$	846,094
Site development			166,794			171,853			107,990
Total revenues			1,526,996			1,304,866			954,084
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion, and
amortization shown below):
Cost of site leasing			301,313			270,772			188,951
Cost of site development			127,172			137,481			90,556
Selling, general, and administrative			103,317			85,476			72,148
Acquisition related adjustments and expenses			7,798			19,198			40,433
Asset impairment and decommission costs			23,801			28,960			6,383
Depreciation, accretion, and amortization			627,072			533,334			408,467
Total operating expenses			1,190,473			1,075,221			806,938
Operating income			336,523			229,645			147,146
Other income (expense):
Interest income			677			1,794			1,128
Interest expense			(292,600)			(249,051)			(196,241)
Non-cash interest expense			(27,112)			(49,085)			(70,110)
Amortization of deferred financing fees			(17,572)			(15,560)			(12,870)
Loss from extinguishment of debt, net			(26,204)			(6,099)			(51,799)
Other income, net			10,628			31,138			5,654
Total other expense, net			(352,183)			(286,863)			(324,238)
Loss before provision for income taxes			(15,660)			(57,218)			(177,092)
(Provision) benefit for income taxes			(8,635)			1,309			(6,594)
Net loss from continuing operations			(24,295)			(55,909)			(183,686)
Income from discontinued operations, net of income taxes			—			—			2,296
Net loss			(24,295)			(55,909)			(181,390)
Net loss attributable to the noncontrolling interest			—			—			353
Net loss attributable to SBA Communications Corporation		$	(24,295)		$	(55,909)		$	(181,037)
Basic and diluted per common share amounts:
Loss from continuing operations		$	(0.19)		$	(0.44)		$	(1.53)
Income from discontinued operations			—			—			0.02
Net loss per common share		$	(0.19)		$	(0.44)		$	(1.51)
Basic and diluted weighted average number of common shares			128,919			127,769			120,280

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

F-3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED December 31, 2014, 2013 AND 2012

(in thousands)

		For the year ended December 31,
		2014			2013			2012
Net loss from continuing operations		$	(24,295)		$	(55,909)		$	(183,686)
Income from discontinued operations, net of taxes			—			—			2,296
Foreign currency translation adjustments			(148,807)			(36,470)			2,306
Comprehensive loss			(173,102)			(92,379)			(179,084)
Comprehensive loss attributable to noncontrolling interest			—			—			353
Comprehensive loss attributable to SBA Communications Corporation		$	(173,102)		$	(92,379)		$	(178,731)

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

F-4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED December 31, 2014, 2013 AND 2012

(in thousands)

													Accumulated
		Class A					Additional						Other
		Common Stock					Paid-In			Accumulated			Comprehensive
		Shares		Amount			Capital			Deficit			(Loss) Income			Total
BALANCE, December 31, 2011		109,675		$	1,097		$	2,268,244		$	(2,281,139)		$	485		$	(11,313)
Net loss attributable to SBA Communications		—			—			—			(181,037)			—			(181,037)
Common stock issued in connection with
stock option plans/restriction lapse		1,414			14			31,138			—			—			31,152
Non-cash stock compensation		—			—			14,202			—			—			14,202
Equity component related to repurchase of
convertible debt		—			—			(41,569)			—			—			(41,569)
Common stock issued in connection with
acquisitions		9,839			98			555,280			—			—			555,378
Proceeds from sale of common stock		6,005			60			283,812			—			—			283,872
Foreign currency translation adjustments		—			—			—			—			2,306			2,306
BALANCE, December 31, 2012		126,933			1,269			3,111,107			(2,462,176)			2,791			652,991
Net loss attributable to SBA Communications		—			—			—			(55,909)			—			(55,909)
Common stock issued in connection with
stock purchase/option plans		740			7			10,198			—			—			10,205
Non-cash stock compensation		—			—			17,422			—			—			17,422
Adjustment associated with the acquisition
of noncontrolling interest		—			—			5,703			—			—			5,703
Settlement of convertible notes		439			4			(321,925)			—			—			(321,921)
Settlement of convertible note hedges		(82)			—			182,856			—			—			182,856
Settlement of common stock warrants		402			4			(97,915)			—			—			(97,911)
Foreign currency translation adjustments		—			—			—			—			(36,470)			(36,470)
BALANCE, December 31, 2013		128,432			1,284			2,907,446			(2,518,085)			(33,679)			356,966
Net loss attributable to SBA Communications		—			—			—			(24,295)			—			(24,295)
Common stock issued in connection with
stock purchase/option plans		696			7			7,741			—			—			7,748
Non-cash stock compensation		—			—			22,999			—			—			22,999
Settlement of convertible notes		11,742			117			9,450			—			—			9,567
Settlement of convertible note hedges		(11,737)			(117)			124			—			—			7
Settlement of common stock warrants		1			—			(884,985)			—			—			(884,985)
Foreign currency translation adjustments		—			—			—			—			(148,807)			(148,807)
BALANCE, December 31, 2014		129,134		$	1,291		$	2,062,775		$	(2,542,380)		$	(182,486)		$	(660,800)

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

F-5

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

		For the year ended December 31,
		2014			2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(24,295)		$	(55,909)		$	(181,390)
Adjustments to reconcile net loss to net cash provided by operating activities:
Income from discontinued operations, net of income taxes			—			—			(2,296)
Depreciation, accretion, and amortization			627,072			533,334			408,467
Non-cash interest expense			27,112			49,085			70,110
Deferred income tax (benefit) expense			530			(6,642)			1,360
Non-cash asset impairment and decommission costs			18,384			23,819			6,383
Non-cash compensation expense			22,671			17,205			13,968
Amortization of deferred financing fees			17,572			15,560			12,870
Loss from extinguishment of debt, net			26,204			6,099			51,799
Other non-cash items reflected in the Statements of Operations			(14,776)			(29,780)			(4,525)
Changes in operating assets and liabilities, net of acquisitions:
AR and costs and est. earnings in excess of billings on uncompleted contracts, net			(36,245)			(29,097)			(18,804)
Prepaid expenses and other assets			(64,882)			(81,458)			(82,759)
Accounts payable and accrued expenses			5,475			7,711			21,341
Other liabilities			66,821			47,660			44,390
Net cash provided by operating activities			671,643			497,587			340,914
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions			(1,585,222)			(677,379)			(2,252,724)
Capital expenditures			(211,251)			(168,893)			(113,265)
Other investing activities			36,346			29,074			96,869
Net cash used in investing activities			(1,760,127)			(817,198)			(2,269,120)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility			700,000			340,000			584,000
Repayments under Revolving Credit Facility			(790,000)			(225,000)			(484,000)
Repayment of Term Loans			(310,500)			(512,000)			(10,000)
Proceeds from Term Loans, net of fees			1,483,337			—			493,107
Payments on settlement of convertible debt			(499,721)			(794,997)			(107,493)
Proceeds from settlement of convertible note hedges			7			182,855			—
Payments for settlement of common stock warrants			(884,985)			(97,912)			—
Payment for the redemption of 8.0% Notes and 8.25% Notes			(253,805)			—			(542,203)
Proceeds from 5.625%, 5.75%, and 4.875% Senior Notes, net of fees			732,325			—			1,277,729
Proceeds from issuance of Tower Securities			1,518,229			1,304,665			596,083
Repayment of 2010 Tower Securities			(680,000)			—			—
Proceeds from sale of common stock, net of fees			—			—			283,872
Proceeds from Mobilitie Bridge Loan, net of fees			—			—			395,000
Repayment of Mobilitie Bridge Loan			—			—			(400,000)
Other financing activities			(23,049)			13,226			24,386
Net cash provided by financing activities			991,838			210,837			2,110,481
Effect of exchange rate changes on cash and cash equivalents			13,977			(2,213)			1,212
Net cash provided by discontinued operations:
Operating Activities			—			—			2,296
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(82,669)			(110,987)			185,783
CASH AND CASH EQUIVALENTS:
Beginning of year			122,112			233,099			47,316
End of year		$	39,443		$	122,112		$	233,099

(continued)

F-6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

		For the year ended December 31,
		2014			2013			2012
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	278,359		$	244,123		$	182,474
Income taxes		$	7,525		$	6,645		$	5,304
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH
ACTIVITIES:
Assets acquired through capital leases		$	1,290		$	1,239		$	2,509
Issuance of stock for acquisitions		$	—		$	—		$	555,378
Issuance of stock for conversion of debt, hedges, and warrants		$	229		$	18,159		$	—
Promissory note received in connection with disposition of DAS assets		$	—		$	—		$	25,000
Deferred payment on Brazil acquired assets		$	—		$	—		$	175,890

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

F-7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.GENERAL

SBA Communications Corporation (the “Company” or “SBAC”) was incorporated in the State of Florida in March 1997. The Company is a holding company that holds all of the outstanding capital stock of SBA Telecommunications, LLC (formerly known as SBA Telecommunications, Inc.) (“Telecommunications”). Telecommunications is a holding company that holds the outstanding capital stock of SBA Senior Finance, LLC (formerly known as SBA Senior Finance, Inc.) (“SBA Senior Finance”), SBA Towers V, LLC (“SBA Towers V”), and SBA Towers VI, LLC (“SBA Towers VI”), operating subsidiaries which are not a party to any loan agreement. SBA Senior Finance is a holding company that holds, directly or indirectly, the equity interest in certain subsidiaries that issued the Tower Securities (see Note 13) and certain subsidiaries that were not involved in the issuance of the Tower Securities. With respect to the subsidiaries involved in the issuance of the Tower Securities, SBA Senior Finance is the sole member of SBA Holdings, LLC and SBA Depositor, LLC. SBA Holdings, LLC is the sole member of SBA Guarantor, LLC. SBA Guarantor, LLC directly or indirectly holds all of the capital stock of the companies referred to as the “Borrowers” under the Tower Securities. With respect to subsidiaries not involved in the issuance of the Tower Securities, SBA Senior Finance holds all of the membership interests in SBA Senior Finance II, LLC (“SBA Senior Finance II”) and certain non-operating subsidiaries. SBA Senior Finance II holds, directly or indirectly, all the capital stock of the International subsidiaries, and certain other tower companies (known as “Tower Companies”). SBA Senior Finance II also holds, directly or indirectly, all the capital stock and/or membership interests of certain other subsidiaries involved in providing services, including SBA Network Services, LLC (formerly known as SBA Network Services, Inc.) (“Network Services”) as well as SBA Network Management, Inc. (“Network Management”) which manages and administers the operations of the Borrowers.

As of December 31, 2014, the Company owned and operated wireless towers in the United States and its territories. In addition, the Company owned towers in Brazil, Canada, Costa Rica, El Salvador, Guatemala, Nicaragua, and Panama. Space on these towers is leased primarily to wireless service providers. As of December 31, 2014, the Company owned and operated 24,292 towers.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements is as follows:

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the Company and its majority and wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks, money market funds, commercial paper and other marketable securities with an original maturity of three months or less at the time of purchase. These investments are carried at cost, which approximates fair value.

F-8

Investments

Investment securities with original maturities of more than three months but less than one year at time of purchase are considered short-term investments. The Company’s short-term investments primarily consist of certificates of deposit with maturities of less than a year. Investment securities with maturities of more than a year are considered long-term investments and are classified in other assets on the accompanying Consolidated Balance Sheets. Long-term investments primarily consist of U.S. Treasuries, mutual funds, and preferred securities. Gross purchases and sales of the Company’s investments are presented within “Cash flows from investing activities” on the Company’s Consolidated Statements of Cash Flows.

The Company accounts for its investments in privately held companies under the cost method as it does not exert significant influence. During the year ended December 31, 2014, the Company sold an investment with a carrying value of $8.4 million for $20.9 million which is reflected in Net cash used in investing activities on the Consolidated Statements of Cash Flows and recorded a gain of $12.5 million which is reflected in Other income, net in the accompanying Consolidated Statement of Operations. The aggregate carrying value of the Company’s cost-method investments was approximately $43.3 million and $51.7 million as of December 31, 2014 and 2013, respectively, and is classified within other assets on the Company’s consolidated balance sheets.

The Company evaluates its cost-method investments for impairment at least annually. The Company determines the fair value of its cost-method investments by considering available evidence, including general market conditions, the investee’s financial condition, near-term prospects, market comparables and subsequent rounds of financing. The Company measures and records its cost-method investments at fair value when they are deemed to be other-than-temporarily impaired. The Company did not recognize any impairment loss associated with its cost-method investments during the years ended December 31, 2014, 2013, and 2012.

Restricted Cash

The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the Tower Securities as well as for payment and performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business (see Note 4).

Property and Equipment

Property and equipment are recorded at cost or at estimated fair value (in the case of acquired properties), adjusted for asset impairment and estimated asset retirement obligations. Costs for self-constructed towers include direct materials and labor, indirect costs and capitalized interest. Approximately $0.3 million, $0.1 million, and $0.3 million of interest cost was capitalized in 2014, 2013 and 2012, respectively.

Depreciation on towers and related components is provided using the straight-line method over the estimated useful lives, not to exceed the minimum lease term of the underlying ground lease. The Company defines the minimum lease term as the shorter of the period from lease inception through the end of the term of all tenant lease obligations in existence at ground lease inception, including renewal periods, or the ground lease term, including renewal periods. If no tenant lease obligation exists at the date of ground lease inception, the initial term of the ground lease is considered the minimum lease term. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the minimum lease term of the lease. For all other property and equipment, depreciation is provided using the straight-line method over the estimated useful lives.

The Company performs ongoing evaluations of the estimated useful lives of its property and equipment for depreciation purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to be rendered by the asset. If the useful lives of assets are reduced, depreciation may be accelerated in future years. Property and equipment under capital leases are amortized on a straight-line basis over the term of the lease or the remaining estimated life of the leased property, whichever is shorter, and the related amortization is included in depreciation expense. Expenditures for maintenance and repair are expensed as incurred.

Asset classes and related estimated useful lives are as follows:

Towers and related components	3 - 15 years
Furniture, equipment and vehicles	2 - 7 years
Buildings and improvements	5 - 10 years

F-9

Betterments, improvements, and significant repairs, which increase the value or extend the life of an asset, are capitalized and depreciated over the remaining estimated useful life of the respective asset. Changes in an asset’s estimated useful life are accounted for prospectively, with the book value of the asset at the time of the change being depreciated over the revised remaining useful life. There has been no material impact for changes in estimated useful lives for any years presented.

Deferred Financing Fees

Financing fees related to the issuance of debt have been deferred and are being amortized using the effective interest rate method over the expected duration of the related indebtedness (see Note 13).

Deferred Lease Costs

The Company defers certain initial direct costs associated with the origination of tenant leases and lease amendments and amortizes these costs over the initial lease term or over the lease term remaining if related to a lease amendment. Such deferred costs were approximately $12.4 million, $12.8 million, and $10.2 million in 2014, 2013, and 2012, respectively. Amortization expense was $6.8 million, $5.5 million, and $4.6 million for the years ended December 31, 2014, 2013 and 2012, respectively, and is included in cost of site leasing on the accompanying Consolidated Statements of Operations. As of December 31, 2014 and 2013, unamortized deferred lease costs were $28.5 million and $22.9 million, respectively, and are included in other assets on the accompanying Consolidated Balance Sheets.

Intangible Assets

The Company classifies as intangible assets the fair value of current leases in place at the acquisition date of towers and related assets (referred to as the “Current contract intangibles”), and the fair value of future tenant leases anticipated to be added to the acquired towers (referred to as the “Network location intangibles”). These intangibles are estimated to have a useful life consistent with the useful life of the related tower assets, which is typically 15 years. For all intangible assets, amortization is provided using the straight-line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the asset.

Impairment of Long-Lived Assets

The Company evaluates its individual long-lived and related assets with finite lives for indicators of impairment to determine when an impairment analysis should be performed. The Company evaluates its tower assets and Current contract intangibles at the tower level, which is the lowest level for which identifiable cash flows exists. The Company evaluates its Network location intangibles for impairment at the tower leasing business level whenever indicators of impairment are present. The Company has established a policy to at least annually evaluate its tower assets and Current contract intangibles for impairment.

The Company records an impairment charge when the Company believes an investment in towers or related assets has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower and related intangible. If the future undiscounted cash flows are lower than the carrying value of the investment in the tower and related intangible, the Company calculates future discounted cash flows and compares those amounts to the carrying value. The Company records an impairment charge for any amounts lower than the carrying value. Estimates and assumptions inherent in the impairment evaluation include, but are not limited to, general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. In addition, the Company makes certain assumptions in determining an asset’s fair value for the purpose of calculating the amount of an impairment charge. The Company recorded asset impairment and decommission costs of $23.8 million, $29.0 million, and $6.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, which includes the write off of $16.8 million and $23.1 million in carrying value of decommissioned communication sites and the incurrence of other third party decommission costs, related to its long-lived assets and intangibles for the years ended December 31, 2014 and 2013, respectively. There were no write offs for decommissioned towers or the incurrence of other third party decommission costs, related to its long-lived assets and intangibles for the year ended December 31, 2012.

F-10

Fair Value Measurements

The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Revenue Recognition

Revenue from site leasing is recorded monthly and recognized on a straight-line basis over the current term of the related lease agreements, which are generally five to ten years. Receivables recorded related to the straight-lining of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets.

Site development projects in which the Company performs consulting services include contracts on a time and materials basis or a fixed price basis. Time and materials based contracts are billed at contractual rates as the services are rendered. For those site development contracts in which the Company performs work on a fixed price basis, site development billing (and revenue recognition) is based on the completion of agreed upon phases of the project on a per site basis. Upon the completion of each phase on a per site basis, the Company recognizes the revenue related to that phase. Site development projects generally take from 3 to 12 months to complete. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.

Revenue from construction projects is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. The asset “costs and estimated earnings in excess of billings on uncompleted contracts” represents costs incurred and revenues recognized in excess of amounts billed. The liability “billings in excess of costs and estimated earnings on uncompleted contracts,” included within other current liabilities on the Company’s Consolidated Balance Sheets, represents billings in excess of costs incurred and revenues recognized. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.

Allowance for Doubtful Accounts

The Company performs periodic credit evaluations of its customers. The Company monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable.

F-11

The following is a rollforward of the allowance for doubtful accounts:

		For the year ended December 31,
		2014			2013			2012
			(in thousands)
Beginning balance		$	686		$	246		$	135
Provision for doubtful accounts			338			770			330
Write-offs, net of recoveries			(135)			(330)			(219)
Ending balance		$	889		$	686		$	246

Cost of Revenue

Cost of site leasing revenue includes ground lease rent, property taxes, amortization of deferred lease costs, maintenance and other tower operating expenses. All ground lease rental obligations due to be paid out over the lease term, including fixed escalations, are recorded on a straight-line basis over the minimum lease term. Liabilities recorded related to the straight-lining of ground leases are reflected in other long-term liabilities on the Consolidated Balance Sheets. Cost of site development revenue includes the cost of materials, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development projects are recognized as incurred.

Income Taxes

The Company had taxable income for the year ended December 31, 2014 and utilized net operating loss carry-forwards. For the years ended December 31, 2013 and 2012, the Company had taxable losses and generated net operating loss carry-forwards. The majority of these net operating loss carry-forwards are fully reserved as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses. The U.S. tax losses generated in tax years 1999 through 2013 remain subject to adjustment and tax years 2011 through 2013 are open to examination by the major jurisdictions in which the Company operates.

The Company determines whether it is “more-likely-than-not” that a tax position taken in an income tax return will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. The Company has not identified any tax exposures that require a reserve. In the future, to the extent that the Company records unrecognized tax exposures, any related interest and penalties will be recognized as interest expense in the Company’s Consolidated Statements of Operations.

The Company does not calculate U.S. taxes on undistributed earnings of foreign subsidiaries because substantially all such earnings are expected to be reinvested indefinitely.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock units and employee stock purchases under employee stock purchase plans. The Company records compensation expense, net of estimated forfeitures, for stock options and restricted stock units on a straight-line basis over the vesting period. Compensation expense for employee stock options is based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model. Any stock options granted to non-employees would be valued using the Black-Scholes option-pricing model based on the market price of the underlying common stock on the “valuation date,” which for options to non-employees is the vesting date. Expense related to options granted to non-employees would be recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Compensation expense for restricted stock units is based on the fair market value of the units awarded at the date of the grant.

Asset Retirement Obligations

The Company has entered into ground leases for the land underlying the majority of the Company’s towers. A majority of these leases require the Company to restore leaseholds to their original condition upon termination of the ground lease.

F-12

The Company recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of a fair value can be made, and accretes such liability through the obligation’s estimated settlement date. The associated asset retirement costs are capitalized as part of the carrying amount of the related tower fixed assets, and over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the estimated useful life of the tower.

The asset retirement obligation at December 31, 2014 and 2013 was $5.9 million and $5.3 million, respectively, and is included in other long-term liabilities on the Consolidated Balance Sheets. Upon settlement of the obligations, any difference between the cost to retire an asset and the recorded liability is recorded in the Consolidated Statements of Operations as a gain or loss. In determining the measurement of the asset retirement obligations, the Company considered the nature and scope of the contractual restoration obligations contained in the Company’s third party ground leases, the historical retirement experience as an indicator of future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value and timing of estimated restoration costs and the credit adjusted risk-free rate used to discount future obligations.

The following summarizes the activity of the asset retirement obligation liability:

		For the year ended December 31,
		2014			2013			2012
		(in thousands)
Beginning balance		$	5,312		$	7,506		$	5,386
Additions			599			597			2,261
Currency translation adjustment			(161)			(42)			1
Accretion expense			446			512			333
Removal			(188)			(407)			(334)
Revision in estimates			(152)			(2,854)			(141)
Ending balance		$	5,856		$	5,312		$	7,506

Loss Per Share

The Company has potential common stock equivalents related to its outstanding stock options and convertible senior notes. These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive in calculating the full year earnings per share. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computations are the same for all periods presented in the Consolidated Statements of Operations.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income (loss) and other foreign currency adjustments.

Foreign Currency Translation

All assets and liabilities of foreign subsidiaries that do not utilize the United States dollar as its functional currency are translated at period-end rates of exchange, while revenues and expenses are translated at monthly weighted average rates of exchange for the year. Unrealized translation gains and losses are reported as foreign currency translation adjustments through accumulated other comprehensive loss in shareholders’ equity.

Reclassifications

Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. The assets and liabilities acquired are recorded at fair market value at the date of each acquisition and the results of operations of the acquired assets are included with those of the Company from the dates of the respective acquisitions. The Company continues to evaluate all acquisitions

F-13

for a period not to exceed one year after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed as a result of information available at the acquisition date. The intangible assets represent the value associated with the current leases at the acquisition date (“Current contract intangibles”) and future tenant leases anticipated to be added to the towers (“Network location intangibles”) and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have a useful life consistent with the useful life of the related tower assets, which is typically 15 years.

In connection with certain acquisitions, the Company may agree to pay additional consideration (or earnouts) in cash or stock in certain acquisitions if the communication sites or businesses that are acquired meet or exceed certain performance targets over a period of one to three years after they have been acquired. The Company accrues for contingent consideration in connection with acquisitions at fair value as of the date of the acquisition. All subsequent changes in fair value of contingent consideration are recorded through Consolidated Statements of Operations.

Intercompany Loans

On November 25, 2014, two wholly owned subsidiaries of the Company, Brazil Shareholder I, LLC, a Florida limited liability company, and SBA Torres Brasil, Limitada, a limitada existing under the laws of the Republic of Brazil, entered into an intercompany loan agreement where from time to time the entities may agree to lend/borrow amounts up to $750.0 million. On November 25, 2014, $455.8 million was borrowed under this agreement.

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income, net in the Consolidated Statements of Operations. For the year ended December 31, 2014, the Company recorded a $23.0 million foreign exchange loss on the remeasurement of intercompany loans.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") released updated guidance regarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance is effective for the Company as of January 1, 2017. This guidance is required to be applied (1) retrospectively to each prior reporting period presented, or (2) with the cumulative effect being recognized at the date of initial application. The Company is evaluating the guidance including the impact on its consolidated financial statements.

3.FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis— The Company’s earnouts related to acquisitions are measured at fair value on a recurring basis using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach using Level 3 inputs. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation if the performance targets contained in various acquisition agreements were met was $15.1 million and $30.1 million as of December 31, 2014 and 2013, respectively, which the Company recorded in accrued expenses on its Consolidated Balance Sheets. Changes in estimate are recorded in acquisition related adjustments and expenses in the accompanying Consolidated Statement of Operations. The maximum potential obligation related to the performance targets was $23.1 million and $42.1 million as of December 31, 2014 and 2013, respectively.

F-14

The following summarizes the activity of the accrued earnouts:

		2014			2013
		(in thousands)
Beginning balance, December 31, 2013 and 2012 , respectively		$	30,063		$	9,840
Additions			11,048			31,704
Payments			(18,724)			(9,324)
Change in estimate			(7,310)			(1,585)
Foreign currency translation adjustments			9			(572)
Ending balance, December 31,		$	15,086		$	30,063

Items Measured at Fair Value on a Nonrecurring Basis— The Company’s acquired long-lived assets, intangibles, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. When assessing if these assets are impaired, 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 assets, intangibles, and asset retirement obligations is calculated using a discounted cash flow model. During the years ended December 31, 2014 and 2013, the Company recognized asset impairment and decommission costs of $23.8 million and $29.0 million, respectively. The asset impairment and decommission costs include the write off of $16.8 million and $23.1 million in carrying value of decommissioned towers and other third party decommission costs incurred related to the Company’s long-lived assets and intangibles for the years ended December 31, 2014 and 2013, respectively. These write offs result from the Company’s analysis that the future cash flows from certain towers would not recover the carrying value of the investment in those towers. There were no write offs for decommissioned towers and other third party decommission costs, related to its long-lived assets and intangibles for the year ended December 31, 2012. Asset impairment and decommission costs for all periods presented and the related impaired assets relate to the Company’s site leasing operating segment.

Fair Value of Financial Instruments— The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. Short-term investments consisted of $5.3 million and $5.2 million in certificate of deposits, as of December 31, 2014 and 2013, respectively. The Company’s estimate of the fair value of its held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of December 31, 2014, the carrying value and fair value of the held-to-maturity investments, including current portion, were $1.0 million and $1.1 million, respectively. As of December 31, 2013, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.1 million and $1.3 million, respectively.

F-15

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 interest payments are based on Eurodollar rates that reset every month. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 187.5 to 237.5 basis points was set for the Revolving Credit Facility. The following table reflects fair values, principal balances, and carrying values of the Company’s debt instruments (see Note 13).

		As of December 31, 2014									As of December 31, 2013
		Fair Value			Principal Balance			Carrying Value			Fair Value			Principal Balance			Carrying Value
		(in thousands)
4.000% Convertible Senior Notes due 2014		$	—		$	—		$	—		$	1,479,859		$	499,944		$	468,394
8.250% Senior Notes due 2019			—			—			—			262,031			243,750			242,387
5.625% Senior Notes due 2019			511,250			500,000			500,000			514,375			500,000			500,000
5.750% Senior Notes due 2020			816,000			800,000			800,000			832,000			800,000			800,000
4.875% Senior Notes due 2022			721,875			750,000			744,150			—			—			—
4.254% 2010-1 Tower Securities			—			—			—			689,717			680,000			680,000
5.101% 2010-2 Tower Securities			576,901			550,000			550,000			586,586			550,000			550,000
2.933% 2012 Tower Securities			620,175			610,000			610,000			604,736			610,000			610,000
2.240% 2013-1C Tower Securities			420,776			425,000			425,000			408,442			425,000			425,000
3.722% 2013-2C Tower Securities			584,344			575,000			575,000			530,098			575,000			575,000
3.598% 2013-1D Tower Securities			330,551			330,000			330,000			318,856			330,000			330,000
2.898% 2014-1C Tower Securities			920,515			920,000			920,000			—			—			—
3.869% 2014-2C Tower Securities			629,474			620,000			620,000			—			—			—
Revolving Credit Facility			125,000			125,000			125,000			215,000			215,000			215,000
2011 Term Loan			—			—			—			180,980			180,529			180,234
2012-1 Term Loan			171,422			172,500			172,500			184,538			185,000			185,000
2012-2 Term Loan			—			—			—			110,383			109,971			109,745
2014 Term Loan			1,458,919			1,492,500			1,489,149			—			—			—
BNDES Loans			—			—			—			5,847			5,847			5,847
Totals		$	7,887,202		$	7,870,000		$	7,860,799		$	6,923,448		$	5,910,041		$	5,876,607

4.RESTRICTED CASH

Restricted cash consists of the following:

		As of			As of
		December 31, 2014			December 31, 2013			Included on Balance Sheet
			(in thousands)
Securitization escrow accounts		$	52,117		$	46,364		Restricted cash - current asset
Payment and performance bonds			402			941		Restricted cash - current asset
Surety bonds and workers compensation			5,934			8,991		Other assets - noncurrent
Total restricted cash		$	58,453		$	56,296

Pursuant to the terms of the Tower Securities (see Note 13), 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, (4) management fees, and (5) to reserve a portion of advance rents from tenants. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 13) 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.

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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 December 31, 2014, the Company had $38.3 million in surety, payment and performance bonds for which it is only required to post $1.7 million in collateral. As of December 31, 2013, the Company had $42.0 million in surety, payment and performance bonds for which it is only required to post $6.1 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of December 31, 2014 and 2013, the Company had also pledged $2.6 million and $2.3 million, respectively, as collateral related to its workers compensation policy. Restricted cash for surety bonds and workers compensation are included in other assets on the Company’s Consolidated Balance Sheets.

5.OTHER ASSETS

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

		As of			As of
		December 31, 2014			December 31, 2013
			(in thousands)
Restricted cash		$	5,934		$	8,991
Long-term investments			44,095			52,801
Prepaid land rent			134,148			119,047
Straight-line rent receivable			230,384			179,292
Other			52,482			40,721
Total other assets		$	467,043		$	400,852

6.ACQUISITIONS

Oi S.A. Acquisitions

On March 31, 2014, the Company acquired 2,007 towers in Brazil from Oi S.A. for an aggregate purchase price of $673.9 million in cash. The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Oi S.A. acquisition is summarized below (in thousands):

Property and equipment		$	103,586
Intangible assets			570,312
Net assets acquired		$	673,898

For the year ended December 31, 2014, total revenue for this acquisition was $60.7 million.

On December 1, 2014, the Company acquired 1,641 towers in Brazil from Oi S.A. for an aggregate purchase price of $463.2 million in cash. The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Oi S.A. acquisition is summarized below (in thousands):

Property and equipment		$	62,957
Intangible assets			400,205
Net assets acquired		$	463,162

For the year ended December 31, 2014, total revenue for this acquisition was $4.8 million.

On November 26, 2013, the Company acquired the rights to use 2,113 towers in Brazil from Oi S.A. for an aggregate purchase price of $317.0 million with $299.2 million paid from cash on hand and borrowings under the Company’s Revolving Credit Facility and the remaining $17.8 million in other liabilities to be paid over the next year. These liabilities are included within accrued expenses on the Consolidated Balance Sheet.

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Other Acquisitions

During the year ended December 31, 2014, in addition to the Oi S.A. acquisitions, the Company acquired 382 completed towers and related assets and liabilities for $403.2 million in cash. During the year ended December 31, 2013, in addition to the Oi S.A. acquisition, the Company acquired 389 completed towers and related assets and liabilities for $311.4 million in cash. The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

Summary of Acquisitions

The following table summarizes the Company’s acquisition activity:

		For the year ended December 31,
		2014			2013			2012
Tower acquisitions (number of towers)			4,030			2,502			6,630

The following table summarizes the Company’s cash acquisition capital expenditures:

		For the year ended December 31,
		2014			2013			2012
			(in thousands)
Towers and related intangible assets (1)		$	1,540,258		$	628,423		$	2,205,859
Ground lease buyouts (2)			44,964			48,956			46,865
Total cash acquisition capital expenditures		$	1,585,222		$	677,379		$	2,252,724

	(1)		Total acquisition capital expenditures for the year ended December 31, 2013, included $175.9 million related to an acquisition in Brazil which closed in the fourth quarter of 2012 and funded on January 4, 2013.

	(2)		In addition, the Company paid $10.8 million, $9.1 million, and $9.7 million for ground lease extensions during the years ending 2014, 2013, and 2012, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheet.

The estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including contingent consideration and any related tax impact. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. The effect of material measurement period adjustments to the estimated fair values is reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments are included in current period earnings. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets, or require acceleration of the amortization expense of intangible assets in subsequent periods.

Subsequent to December 31, 2014, the Company acquired 45 towers and related assets for $35.7 million in cash.

Foreign Currency Forward Contract

On March 26, 2014, the Company settled two foreign currency contracts entered into during the quarter with an aggregate notional amount of R$1,525.0 million in order to hedge the purchase price of the Oi S.A. acquisition in Brazil, which closed on March 31, 2014. During the first quarter, the Company realized a gain of $17.9 million related to these foreign currency forward contracts which is included in other income in the accompanying Consolidated Statement of Operations and Net cash used in investing activities on the Consolidated Statements of Cash Flows.

On September 29, 2014, the Company executed put and call option contracts settling on November 25, 2014 which created a “costless collar” based on the cost to purchase $1.17 billion Brazilian Reais with US Dollars. The options were intended to limit

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exposure to movements in the related exchange rates and were entered into in contemplation of the purchase of the Oi S.A. acquisition that closed on December 1, 2014. These options created a floor price for the purchase of Brazilian Reais of 2.4 and a ceiling price of 2.5665. Since the closing price was within the floor and ceiling price, no gain or loss was realized.

The Company measures its foreign currency forward contracts, which are recorded in Prepaid and other current assets, at fair value based on indicative prices in active markets (Level 2 inputs). These contracts do not qualify for hedge accounting and as such any gains and losses are reflected within Other Income, net in the accompanying Consolidated Statement of Operations.

7.DISCONTINUED OPERATIONS

On September 6, 2012, the Company sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet for approximately $119.3 million, comprised of $94.3 million in cash and $25.0 million in the form of a promissory note. On October 18, 2013, the Company received payment on the $25.0 million note including accrued interest. One additional DAS network in Auburn, Alabama was sold to ExteNet on October 23, 2012 for $5.7 million in cash.

The sold DAS networks, which are included in the Company’s Site Leasing segment, met both the component and held for sale criteria during the second quarter of 2012 and the results of operations associated with these assets have been reported as discontinued operations in the Company’s consolidated financial statements from the date of acquisition. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.

The key components of discontinued operations were as follows:

		For the year ended December 31,
		2014			2013			2012
		(in thousands)
Site leasing revenue		$	—		$	—		$	5,046
Income from discontinued operations, net of taxes			—			—			2,296

8.INTANGIBLE ASSETS, NET

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

		As of December 31, 2014									As of December 31, 2013
		Gross carrying			Accumulated			Net book			Gross carrying			Accumulated			Net book
		amount			amortization			value			amount			amortization			value
		(in thousands)
Current contract intangibles		$	4,090,129		$	(891,374)		$	3,198,755		$	3,154,616		$	(649,861)		$	2,504,755
Network location intangibles			1,402,704			(411,919)			990,785			1,209,142			(326,699)			882,443
Intangible assets, net		$	5,492,833		$	(1,303,293)		$	4,189,540		$	4,363,758		$	(976,560)		$	3,387,198

All intangible assets noted above are included in the Company’s site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $338.4 million, $266.6 million, and $188.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Estimated amortization expense on the Company’s intangibles assets is as follows:

For the year ended December 31,								(in thousands)
2015								$	367,089
2016									365,980
2017									365,980
2018									365,875
2019									365,519

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9.PROPERTY AND EQUIPMENT, NET

Property and equipment, net (including assets held under capital leases) consists of the following:

		As of			As of
		December 31, 2014			December 31, 2013
		(in thousands)
Towers and related components		$	4,194,375		$	3,821,482
Construction-in-process			35,855			24,275
Furniture, equipment, and vehicles			51,832			40,274
Land, buildings, and improvements			426,974			364,830
Total property and equipment			4,709,036			4,250,861
Less: accumulated depreciation			(1,946,619)			(1,672,417)
Property and equipment, net		$	2,762,417		$	2,578,444

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s operations. Depreciation expense was $287.8 million, $266.1 million, and $219.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. At December 31, 2014 and 2013, non-cash capital expenditures that are included in accounts payable and accrued expenses were $29.0 million and $11.4 million, respectively.

10.COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:

		As of			As of
		December 31, 2014			December 31, 2013
		(in thousands)
Costs incurred on uncompleted contracts		$	113,654		$	94,145
Estimated earnings			48,949			32,547
Billings to date			(143,323)			(108,070)
		$	19,280		$	18,622

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

		As of			As of
		December 31, 2014			December 31, 2013
		(in thousands)
Costs and estimated earnings in excess of
billings on uncompleted contracts		$	30,078		$	27,864
Other current liabilities (Billings in excess of costs and
estimated earnings on uncompleted contracts)			(10,798)			(9,242)
		$	19,280		$	18,622

At December 31, 2014, eight significant customers comprised 92.7% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2013, eight significant customers comprised 89.6% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

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11.CONCENTRATION OF CREDIT RISK

The Company’s credit risks consist primarily of accounts receivable with national, regional, and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends, and other information. The Company generally does not require collateral.

The following is a list of significant customers (representing at least 10% of revenue for any period reported) and the percentage of total revenue for the specified time periods derived from such customers:

				For the year ended December 31,
Percentage of Total Revenues				2014		2013		2012
Sprint (1)				23.4%		25.0%		23.9%
AT&T Wireless (2)				23.0%		20.5%		21.9%
T-Mobile (3)				15.5%		17.3%		17.2%
Verizon Wireless				12.0%		11.3%		13.0%

The Company’s site leasing and site development segments derive revenue from these customers. Client percentages of total revenue in each of the segments are as follows:

				For the year ended December 31,
Percentage of Domestic Site Leasing Revenue				2014		2013		2012
AT&T Wireless (2)				30.1%		25.5%		26.1%
Sprint (1)				25.6%		30.9%		28.5%
T-Mobile (3)				19.2%		20.2%		19.7%
Verizon Wireless				14.4%		13.3%		14.3%
				For the year ended December 31,
Percentage of International Site Leasing Revenue				2014		2013		2012
Oi S.A.				44.3%		6.3%		0.1%
Telefonica				28.8%		44.2%		48.1%
Claro				8.0%		8.8%		12.6%
Digicel				4.9%		11.2%		19.5%

				For the year ended December 31,
Percentage of Site Development Revenue				2014		2013		2012
Sprint (1)				36.7%		1.5%		1.1%
Ericsson, Inc.				16.8%		34.5%		24.5%
Verizon Wireless				10.1%		4.8%		8.9%
MasTec Inc.				1.9%		4.6%		16.4%

(1)Prior year amounts have been adjusted to reflect the merger of Sprint and Clearwire.

(2)Prior year amounts have been adjusted to reflect the merger of AT&T Wireless and Leap Wireless (Cricket Wireless).

(3)Prior year amounts have been adjusted to reflect the merger of T-Mobile and Metro PCS.

Five significant customers comprised 63.5% of total gross accounts receivable at December 31, 2014 compared to five significant customers which comprised 51.5% of total gross accounts receivable at December 31, 2013.

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12.ACCRUED EXPENSES

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

		As of			As of
		December 31, 2014			December 31, 2013
		(in thousands)
Accrued earnouts		$	15,086		$	30,063
Salaries and benefits			13,440			11,351
Real estate and property taxes			5,331			9,814
Other			31,696			34,903
Total accrued expenses		$	65,553		$	86,131

13. DEBT

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

		Maturity		As of						As of
		Date		December 31, 2014						December 31, 2013
				Principal Balance			Carrying Value			Principal Balance			Carrying Value
4.000% Convertible Senior Notes		Oct. 1, 2014		$	—		$	—		$	499,944		$	468,394
8.250% Senior Notes		Aug. 15, 2019			—			—			243,750			242,387
5.625% Senior Notes		Oct. 1, 2019			500,000			500,000			500,000			500,000
5.750% Senior Notes		July 15, 2020			800,000			800,000			800,000			800,000
4.875% Senior Notes		July 15, 2022			750,000			744,150			—			—
4.254% 2010-1 Tower Securities		April 15, 2015			—			—			680,000			680,000
5.101% 2010-2 Tower Securities		April 17, 2017			550,000			550,000			550,000			550,000
2.933% 2012 Tower Securities		Dec. 15, 2017			610,000			610,000			610,000			610,000
2.240% 2013-1C Tower Securities		April 16, 2018			425,000			425,000			425,000			425,000
3.722% 2013-2C Tower Securities		April 17, 2023			575,000			575,000			575,000			575,000
3.598% 2013-1D Tower Securities		April 16, 2018			330,000			330,000			330,000			330,000
2.898% 2014-1C Tower Securities		Oct. 15, 2019			920,000			920,000			—			—
3.869% 2014-2C Tower Securities		Oct. 15, 2024			620,000			620,000			—			—
Revolving Credit Facility		May 9, 2017			125,000			125,000			215,000			215,000
2011 Term Loan		June 30, 2018			—			—			180,529			180,234
2012-1 Term Loan		May 9, 2017			172,500			172,500			185,000			185,000
2012-2 Term Loan		Sept. 28, 2019			—			—			109,971			109,745
2014 Term Loan		Mar. 24, 2021			1,492,500			1,489,149			—			—
BNDES Loans		various			—			—			5,847			5,847
Total debt				$	7,870,000		$	7,860,799		$	5,910,041		$	5,876,607
Less: current maturities of long-term debt								(32,500)						(481,886)
Total long-term debt, net of current maturities							$	7,828,299					$	5,394,721

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The Company’s future principal payment obligations (based on the outstanding debt as of December 31, 2014 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:

For the year ended December 31,				(in thousands)
2015				$	32,500
2016					35,000
2017					1,435,000
2018					770,000
2019					1,435,000

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the years ended December 31, 2014, 2013, and 2012, respectively:

		For the year ended December 31,
		2014						2013						2012
		Cash			Non-cash			Cash			Non-cash			Cash			Non-cash
		Interest			Interest			Interest			Interest			Interest			Interest
		(in thousands)
1.875% Convertible Senior Notes		$	—		$	—		$	2,670		$	10,434		$	9,885		$	36,388
4.0% Convertible Senior Notes			12,520			26,266			19,998			38,307			20,000			33,149
8.0% Senior Notes			—			—			—			—			15,867			174
8.25% Senior Notes			12,513			121			20,109			182			23,177			192
5.625% Senior Notes			28,125			—			28,125			—			7,266			—
5.75% Senior Notes			46,000			—			46,000			—			21,594			—
4.875% Senior Notes			18,281			315			—			—			—			—
2010 Secured Tower Revenue Securities			51,237			—			57,383			—			57,377			—
2012 Secured Tower Revenue Securities			18,085			—			18,085			—			7,133			—
2013 Secured Tower Revenue Securities			43,217			—			30,392			—			—			—
2014 Secured Tower Revenue Securities			10,796			—			—			—			—			—
Revolving Credit Facility			4,591			—			4,515			—			4,392			—
2011 Term Loan			696			7			10,533			101			18,894			179
2012-1 Term Loan			4,534			—			4,557			—			3,567			—
2012-2 Term Loan			424			4			6,416			61			2,969			28
2014 Term Loan			41,338			399			—			—			—			—
Mobilitie Bridge Loan			—			—			—			—			4,239			—
Other			243			—			268			—			(119)			—
Total		$	292,600		$	27,112		$	249,051		$	49,085		$	196,241		$	70,110

Senior Credit Agreement

On February 7, 2014, SBA Senior Finance II entered into a Second Amended and Restated Credit Agreement with several banks and other financial institutions or entities from time to time parties to the Second Amended and Restated Credit Agreement to, among other things, incur the 2014 Term Loan and amend certain terms of the existing senior credit agreement (as amended, the “Senior Credit Agreement”).

Terms of the Senior Credit Agreement

The Senior Credit Agreement, as amended, requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Total Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Total Debt and Net Hedge Exposure (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into

F-23

transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. As of December 31, 2014, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.

The Senior Credit Agreement, as amended, permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans the ratio of Consolidated Total Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional term loans and, if so, upon what terms.

Revolving Credit Facility under the Senior Credit Agreement

On February 5, 2015, SBA Senior Finance II entered into the 2015 Revolving Refinancing Amendment with several banks and other financial institutions or entities from time to time parties to the Senior Credit Agreement to, among other things, (i) increase the availability under the Company’s Revolving Credit Facility from $770.0 million to $1.0 billion, (ii) extend the maturity date of the Revolving Credit Facility to February 5, 2020, (iii) provide for the ability to borrow in U.S. dollars and certain designated foreign currencies, and (iv) lower the applicable interest rate margins and commitment fees under the Revolving Credit Facility.

As amended February 2015, the Revolving Credit Facility consists of a revolving loan under which up to $1.0 billion aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and 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 (i) the Eurodollar Rate plus a margin that ranges from 137.5 basis points to 200.0 basis points or (ii) the Base Rate plus a margin that ranges from 37.5 basis points to 100.0 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of 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, February 5, 2020. The proceeds available 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 a period may not be reflective of the total amounts outstanding during such period.

During the year ended December 31, 2014, the Company borrowed $700.0 million and repaid $790.0 million of the outstanding balance under the Revolving Credit Facility. As of December 31, 2014, the amount outstanding of $125.0 million was accruing interest at an average rate of 2.541%. The availability under the Revolving Credit Facility was $645.0 million at December 31, 2014, subject to compliance with specified financial ratios and satisfaction of other customary conditions to borrowing.

As of March 2, 2015, the amount outstanding under the Revolving Credit Facility was $200.0 million. The availability under the Revolving Credit Facility was $800.0 million at March 2, 2015, subject to compliance with specified financial ratios and satisfaction of other customary conditions to borrowing.

Term Loans under the Senior Credit Agreement

2011 Term Loan

The 2011 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $500.0 million with a maturity date of June 30, 2018. The 2011 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar

F-24

Rate floor of 1%). The 2011 Term Loan was issued at 99.75% of par value. The Company incurred deferred financing fees of $4.9 million associated with this transaction which were being amortized through the maturity date.

During the year ended December 31, 2013, the Company repaid $312.0 million on the 2011 Term Loan. Included in this amount was a prepayment of $310.7 million made on April 24, 2013 using proceeds from the 2013 Tower Securities. In connection with the prepayment, the Company expensed $2.3 million of net deferred financing fees and $0.6 million of discount related to the debt. As a result of the prepayment, no further scheduled quarterly principal payments were required until the maturity date.

On February 7, 2014, the Company repaid the entire $180.5 million outstanding principal balance of the 2011 Term Loan. In connection with the prepayment, the Company expensed $1.1 million of net deferred financing fees and $0.3 million of discount related to the debt.

2012-1 Term Loan

The 2012-1 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $200.0 million that matures on May 9, 2017. The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 100 to 150 basis points or the Eurodollar Rate plus a margin that ranges from 200 to 250 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of December 31, 2014, the 2012-1 Term Loan was accruing interest at 2.67% per annum. Principal payments on the 2012-1 Term Loan commenced on September 30, 2012 and are being made in quarterly installments on the last day of each March, June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-1 Term Loan without premium or penalty. To the extent not previously repaid, the 2012-1 Term Loan will be due and payable on the maturity date. The 2012-1 Term Loan was issued at par. The Company incurred deferred financing fees of $2.7 million in relation to this transaction which are being amortized through the maturity date.

During the year ended December 31, 2014, the Company repaid $12.5 million of principal on the 2012-1 Term Loan. As of December 31, 2014, the 2012-1 Term Loan had a principal balance of $172.5 million.

2012-2 Term Loan

The 2012-2 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $300.0 million with a maturity date of September 28, 2019. The 2012-2 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of 1%). The 2012-2 Term Loan was issued at 99.75% of par value. The Company incurred deferred financing fees of approximately $3.5 million in relation to this transaction which were being amortized through the maturity date.

During the year ended December 31, 2013, the Company repaid $190.0 million on the 2012-2 Term Loan. Included in this amount was a prepayment of $189.3 million made on April 24, 2013 using proceeds from the 2013 Tower Securities. In connection with the prepayment, the Company expensed $2.0 million of net deferred financing fees and $0.4 million of discount related to the debt. As a result of the prepayment, no further scheduled quarterly principal payments were required until the maturity date.

On February 7, 2014, the Company repaid the entire $110.0 million outstanding principal balance of the 2012-2 Term Loan. In connection with the prepayment, the Company expensed $1.0 million of net deferred financing fees and $0.2 million of discount related to the debt.

2014 Term Loan

The 2014 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that matures on March 24, 2021. The 2014 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2014 Term Loan was issued at 99.75% of par value. As of December 31, 2014, the 2014 Term Loan was accruing interest at 3.25% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and will be made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.75 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2014 Term Loan. The Company incurred deferred financing fees of approximately $12.9 million to date in relation to this transaction which are being amortized through the maturity date.

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Net proceeds from the 2014 Term Loan were used (1) to repay in full the remaining $180.5 million balance of the 2011 Term Loan, (2) to repay in full the remaining $110.0 million balance of the 2012-2 Term Loan, (3) to repay the $390.0 million outstanding balance under the Revolving Credit Facility, (4) to pay the cash consideration in connection with SBAC’s acquisition of towers from Oi S.A. in Brazil, and (5) for general corporate purposes.

During the year ended December 31, 2014, the Company repaid $7.5 million of principal on the 2014 Term Loan. As of December 31, 2014, the 2014 Term Loan had a principal balance of $1.5 billion.

Mobilitie Bridge Loan

Simultaneous with the closing of the Mobilitie acquisition in April 2012, a wholly-owned subsidiary, SBA Monarch, as borrower, entered into a credit agreement with the several lenders from time to time parties thereto (the “Bridge Loan Credit Agreement”). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million under a senior secured bridge loan (the “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged from 3.00% to 3.50%, in each case based on SBA Monarch’s ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA (calculated in accordance with the Bridge Loan Credit Agreement).

On July 13, 2012, the Company repaid the $400 million principal outstanding under the Mobilitie Bridge Loan from the proceeds of the 5.75% Senior Notes.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

The mortgage loan underlying the 2010 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, and 2014 Tower Securities (together the “Tower Securities”) will be paid from the operating cash flows from the aggregate 9,659 tower sites owned by the Borrowers. The mortgage loan is secured by (i) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (ii) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (iii) the Borrowers’ rights under certain tenant leases, and (iv) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary, is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (i) within nine months (in the case of the components corresponding to the 2010 Tower Securities), twelve months (in the case of the component corresponding to the 2012 Tower Securities, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue Securities Series 2013-1D, and Secured Tower Revenue Securities Series 2014-1C), or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component, (ii) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (iii) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the excess, if any, of (1) the present value associated with the portion of the principal balance being prepaid, calculated in accordance with the formula set forth in the mortgage loan agreement, on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date within nine months (in the case of the components corresponding to the 2010 Tower Securities), twelve months (in the case of the component corresponding to the 2012 Tower Securities, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue Securities Series 2013-1D, and Secured Tower Revenue Securities Series 2014-1C), or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component over (2) that portion of the principal balance of such class prepaid on the date of such prepayment.

To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (i) 5% and (ii) the amount, if any, by which the sum of (x) the ten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.

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Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a securitization escrow account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if either the 2010-2 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, or the 2014 Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to SBA Network Management, Inc., fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. As of December 31, 2014, the Borrowers met the required Debt Service Coverage Ratio as set forth in the mortgage loan agreement and were in compliance with all other covenants.

2010 Tower Securities

On April 16, 2010, the Company, through a New York common law trust (the “Trust”), issued $680.0 million of 2010-1 Tower Securities and $550.0 million of 2010-2 Tower Securities (together the “2010 Tower Securities”). The 2010-1 Tower Securities had an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The anticipated repayment date and the final maturity date for the 2010–1 Tower Securities were April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010–2 Tower Securities are April 17, 2017 and April 15, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined below). The Company incurred deferred financing fees of $18.0 million in relation to this transaction which were being amortized through the anticipated repayment date of each of the 2010 Tower Securities.

On October 15, 2014, the Company repaid in full the 2010-1 Tower Securities with proceeds from the 2014 Tower Securities (defined below). In connection with the prepayment, the Company expensed $1.1 million of net deferred financing fees.

2012 Tower Securities

On August 9, 2012, the Company, through the Trust, issued $610.0 million of Secured Tower Revenue Securities Series 2012 (the “2012 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed interest rate of the 2012 Tower Securities is 2.933% per annum, payable monthly. The Company incurred deferred financing fees of $14.9 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2012 Tower Securities.

2013 Tower Securities

On April 18, 2013, the Company, through the Trust, issued $425.0 million of 2.240% Secured Tower Revenue Securities Series 2013-1C which have an anticipated repayment date of April 17, 2018 and a final maturity date of April 17, 2043, $575.0 million of 3.722% Secured Tower Revenue Securities Series 2013-2C which have an anticipated repayment date of April 17, 2023 and a final maturity date of April 17, 2048, and $330.0 million of 3.598% Secured Tower Revenue Securities Series 2013-1D which have an anticipated repayment date of April 17, 2018 and a final maturity date of April 17, 2043 (collectively the “2013 Tower Securities”). The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% and a weighted average life through the anticipated repayment date of 7.2 years. The Company incurred deferred financing fees of $25.5 million in relation to this transaction which are being amortized through the anticipated repayment date of each of the 2013 Tower Securities.

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2014 Tower Securities

On October 15, 2014, the Company, through the Trust, issued $920.0 million of 2.898% Secured Tower Revenue Securities Series 2014-1C which have an anticipated repayment date and a final maturity date of October 15, 2019 and October 17, 2044, respectively, and $620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C which have an anticipated repayment date and a final maturity date of October 15, 2024 and October 15, 2049, respectively, (collectively the “2014 Tower Securities”). The aggregate $1.54 billion of 2014 Tower Securities have a blended interest rate of 3.289% and a weighted average life through the anticipated repayment date of 7.0 years. Net proceeds from this offering were used to prepay in full $680.0 million of the 2010-1 Tower Securities and to repay the $300.0 million outstanding balance under the Revolving Credit Facility which had been drawn in order to partially repay the 4.0% Notes. The remaining net proceeds were used for general corporate purposes. The Company has incurred deferred financing fees in the aggregate of $21.8 million in relation to this transaction which are being amortized through the anticipated repayment date of each of the 2014 Tower Securities.

In connection with the issuance of the 2014 Tower Securities, SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA Towers VII, LLC and SBA GC Towers, LLC (collectively, the “Borrowers”), each an indirect subsidiary of the Company, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, on behalf of the Trustee entered into the Second Amended and Restated Loan and Security Agreement pursuant to which, among other things, (i) the existing Amended and Restated Loan and Security Agreement was amended and restated, (ii) the outstanding principal amount of the mortgage loan was increased by a net of $860 million (after giving effect to the repayment of the 2010-1 Tower Securities), as described above), and (iii) the Borrowers became jointly and severally liable for the aggregate $4.03 billion borrowed under the mortgage loan corresponding to the 2010-2 Tower Securities, 2012 Tower Securities, 2013 Tower Securities, and the newly issued 2014 Tower Securities.

1.875% Convertible Senior Notes due 2013

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). Interest was payable semi-annually on May 1 and November 1, and the 1.875% Notes matured on May 1, 2013. The 1.875% Notes were convertible, at the holder’s option, into shares of the Company’s Class A common stock at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date.

During the third quarter of 2013, the Company sold its claim against Lehman Brothers, related to a hedge terminated when Lehman Brothers filed for bankruptcy in 2008, for $27.3 million and recorded a gain on the transaction of the same amount. The gain has been recorded within Other Income, net in the accompanying Consolidated Statement of Operations.

As of December 31, 2013, the Company had settled all conversion obligations and related hedges and warrants for the 1.875% Notes.

4.0% Convertible Senior Notes due 2014

On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes (“4.0% Notes”) in a private placement transaction. Interest was payable semi-annually on April 1 and October 1. The 4.0% Notes were convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of its Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of the Company’s Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

Effective March 17, 2014, the Company elected to settle the principal amount of any conversions in cash and any additional conversion consideration at the conversion rate then applicable in shares of its Class A common stock. Concurrently with the

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settlement of any 4.0% Notes converted, the Company settled the associated convertible note hedges and received an equal number of shares to those issued to the noteholders.

During the year ended December 31, 2014, holders of the 4.0% Notes converted $499.9 million in principal which was settled for $499.7 million in cash and 11.7 million shares of our Class A common stock. Concurrently with the settlement of our conversion obligation, the Company settled the convertible note hedges receiving 11.7 million shares of our Class A common stock. As a result, the Company’s outstanding share count was not impacted by the conversion of these notes. The remaining $38,000 aggregate principal amount of 4.0% Notes that was not converted matured on October 1, 2014 and was settled in cash at principal plus accrued interest.

During the year ended December 31, 2014, the Company paid $885.0 million to early settle approximately 87% of the original warrants sold in connection with the issuance of the 4.0% Notes, representing approximately 14.4 million underlying shares of Class A common stock, originally scheduled to mature in the first quarter of 2015. Subsequent to December 31, 2014, the Company settled outstanding warrants for $82.7 million, representing approximately 1.2 million underlying shares. As of March 2, 2015, the Company has approximately 5% of the original warrants still outstanding representing approximately 0.9 million underlying shares, which will mature over the balance of the first quarter of 2015 and be settled by April 2, 2015.

Senior Notes

8.0% Senior Notes and 8.25% Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “8.0% Notes”) and $375.0 million of which were due August 15, 2019 (the “8.25% Notes”). The 8.0% Notes had an interest rate of 8.00% per annum and were issued at a price of 99.330% of their face value. The 8.25% Notes had an interest rate of 8.25% per annum and were issued at a price of 99.152% of their face value.

Net proceeds of this offering were $727.8 million after deducting expenses and the original issue discount. The Company was amortizing the debt discount on the Senior Notes utilizing the effective interest method over the life of the 8.0% Notes and 8.25% Notes.

On April 13, 2012, the Company used the proceeds of an equity offering to redeem $131.3 million in aggregate principal amount of its 8.0% Notes and $131.3 million in aggregate principal amount of its 8.25% Notes and to pay $21.3 million as a premium on the redemption of the notes. The Company expensed $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On August 29, 2012, the Company redeemed the remaining $243.8 million principal balance of the 8.0% Notes and paid $14.6 million in applicable premium on the redemption of the notes. The Company expensed $1.0 million and $3.4 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On August 15, 2014, the Company used proceeds from the 4.875% Notes (defined below) to redeem the remaining $243.8 million principal balance and to pay $10.1 million as a premium on redemption of the 8.25% Notes. The Company expensed $1.2 million and $3.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the 8.25% Notes.

5.75% Senior Notes

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020. The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and January 15 of each year beginning on January 15, 2013. The Company incurred deferred financing fees of $14.0 million in relation to this transaction which are being amortized through the maturity date. The Company used the net proceeds from this offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under the Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

The 5.75% Notes are subject to redemption in whole or in part on or after July 15, 2016 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to July 15, 2015, Telecommunications may at its option redeem up to 35% of the aggregate principal amount of the 5.75% Notes originally issued at a redemption price of 105.75% of the principal amount of the 5.75% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. If redeemed during the twelve-month period beginning on July 15, 2016, July 15, 2017, or July 15, 2018 through maturity,

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the redemption price will be 102.875%, 101.438%, and 100.000%, respectively, of the principal amount of the 5.75% Notes to be redeemed on the redemption date plus accrued and unpaid interest.

SBAC is a holding company with no business operations of its own and its only significant asset is the outstanding capital stock of Telecommunications. Telecommunications is 100% owned by SBAC. The Company has fully and unconditionally guaranteed the Senior Notes issued by Telecommunications.

5.625% Senior Notes

On September 28, 2012, the Company issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The 5.625% Notes accrue interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Notes is due semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. The Company incurred deferred financing fees of $8.6 million in relation to this transaction which are being amortized through the maturity date. The Company used the proceeds from the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition.

The 5.625% Notes are subject to redemption in whole or in part on or after October 1, 2016 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to October 1, 2015, the Company may at its option redeem up to 35% of the aggregate principal amount of the 5.625% Notes originally issued at a redemption price of 105.625% of the principal amount of the 5.625% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. If redeemed during the twelve-month period beginning on October 1, 2016, October 1, 2017, or October 1, 2018 until maturity, the redemption price will be 102.813%, 101.406%, and 100.000%, respectively, of the principal amount of the 5.625% Notes to be redeemed on the redemption date plus accrued and unpaid interest.

4.875% Senior Notes

On July 1, 2014, the Company issued $750.0 million of unsecured senior notes due July 15, 2022 (the “4.875% Notes”). The 4.875% Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 4.875% Notes is due semi-annually on January 15 and July 15 of each year beginning January 15, 2015. The Company incurred deferred financing fees of $11.5 million in relation to this transaction which are being amortized through the maturity date. Net proceeds from the 4.875% Notes were used to (i) redeem all of the 8.25% Notes due 2019 including the associated call premium for $253.0 million and (ii) pay the conversion obligations with respect to approximately $121.0 million aggregate principal amount of our 4.0% Notes. All remaining net proceeds were used for general corporate purposes.

In connection with the issuance of the 4.875% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company agreed to use its reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 4.875% Notes for new notes registered under the Securities Act, and complete the exchange offer on or prior to June 26, 2015. If the Company fails to consummate the exchange by this date, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

The 4.875% Notes are subject to redemption in whole or in part on or after July 15, 2017 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to July 15, 2017, the Company may at its option redeem up to 35% of the aggregate principal amount of the 4.875% Notes originally issued at a redemption price of 104.875% of the principal amount of the 4.875% Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. If redeemed during the twelve-month period beginning on July 15, 2017, July 15, 2018, July 15, 2019, or July 15, 2020 until maturity, the redemption price will be 103.656%, 102.438%, 101.219% and 100.000%, respectively, of the principal amount of the 4.875% Notes to be redeemed on the redemption date plus accrued and unpaid interest.

Indentures Governing Senior Notes

The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC and 7.5x for Telecommunications, (2) merge, consolidate or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with

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affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC and Telecommunications (as defined in the Indentures) to incur liens securing indebtedness.

BNDES Loans

During 2013, the Company assumed several loans valued at $5.0 million as part of an acquisition in Brazil (the “BNDES Loans”). The Company also borrowed an additional $1.3 million in new loans during 2013. During the year ended December 31, 2014, the Company had borrowings of $0.4 million and repayments of $6.3 million under the BNDES Loans. The BNDES Loans were repaid in full in April 2014.

14.REDEEMABLE NONCONTROLLING INTERESTS

In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-affiliated joint venture partner that contained both a put option for its partners and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings multiples. Each of these options was to be triggered upon the occurrence of specified events and/or upon the passage of time.

In March 2013, the Company acquired the remaining 10% noncontrolling interest in the Central American joint venture for consideration of $6.0 million. This acquisition increased the Company’s ownership to 100% of the joint venture. The remaining $5.7 million balance of non-controlling interest, previously classified as a redeemable equity interest in mezzanine (or temporary equity) on the Company’s Consolidated Balance Sheet, was recognized as an adjustment to additional paid in capital. The acquisition of the noncontrolling interest has been recorded in accordance with ASC 810.

15.SHAREHOLDERS’ EQUITY

Common Stock equivalents

The Company has potential common stock equivalents related to its outstanding stock options (see Note 16), restricted stock units, and the 4.0% Notes (see Note 13). These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive for the years ended December 31, 2014, 2013 and 2012, respectively. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for the years presented.

Stock Repurchases

The Company’s Board of Directors authorized a stock repurchase program on April 27, 2011. This program authorizes the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in the Company’s sole discretion.

During the years ended December 31, 2014, 2013, and 2012 the Company did not repurchase any shares in conjunction with the stock repurchase program. As of December 31, 2014, the Company had a remaining authorization to repurchase an additional $150.0 million of its common stock under its current $300.0 million stock repurchase program.

Registration of Additional Shares

On May 20, 2010, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering 15.0 million shares of the Company’s Class A common stock issuable under the 2010 Performance and Equity Incentive Plan (see Note 16).

The Company filed shelf registration statements on Form S-4 with the Securities and Exchange Commission registering 4.0 million shares of its Class A common stock in 2007. These shares may be issued in connection with acquisitions of wireless communication towers or antenna sites and related assets or companies that own wireless communication towers, antenna sites, or related assets. During the years ended December 31, 2014, 2013 and 2012, the Company did not issue any shares of its Class A

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common stock pursuant to this registration statement in connection with acquisitions. At December 31, 2014, approximately 1.7 million shares remain available for issuance under this shelf registration statement.

On February 27, 2012, the Company filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables the Company to issue shares of the Company’s Class A common stock, preferred stock, or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, the Company will file a prospectus supplement and advise the Commission of the amount and type of securities each time the Company issues securities under this registration statement. For the year ended December 31, 2014, the Company did not issue any securities under this automatic shelf registration statement.

On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the Senior Notes.

On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid $850.0 million in cash and issued 5,250,000 shares of its Class A common stock.

On October 1, 2012, the Company completed the TowerCo Acquisition. As consideration for the acquisition, the Company paid $1.2 billion with cash on-hand and issued 4,588,840 shares of its Class A common stock.

16.STOCK-BASED COMPENSATION

The Company has two equity participation plans (the 2001 Equity Participation Plan and the 2010 Performance and Equity Incentive Plan, the “2010 Plan”) whereby options (both non-qualified and incentive stock options), restricted stock units, stock appreciation rights, and other equity and performance based instruments may be granted to directors, employees, and consultants. The options and restricted stock units generally vest from the date of grant on a straight-line basis over the vesting term and generally have a seven-year or a ten-year contractual life.

Upon the adoption of the 2010 Plan by the Company’s shareholders on May 6, 2010, no further grants were permitted under the 2001 Equity Participation Plan. The 2010 Plan provides for the issuance of a maximum of 15.0 million shares of the Company’s Class A common stock; however, the aggregate number of shares that may be issued pursuant to restricted stock awards, restricted stock unit awards, stock bonus awards, performance awards, other stock-based awards, or other awards granted under the 2010 Plan will not exceed 7.5 million shares. As of December 31, 2014, the Company had 11.3 million shares remaining available for future issuance under the 2010 Plan.

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. Historical data is used to estimate the expected option life and the expected forfeiture rate. 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 year ended December 31,
			2014			2013			2012
Risk free interest rate			1.15% - 1.37%			0.51% - 1.38%			0.58% - 0.83%
Dividend yield			0.0%			0.0%			0.0%
Expected volatility			22.0%			25.0% - 29.0%			53.0%
Expected lives			4.4 years			3.9 - 4.8 years			3.8 - 4.6 years

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The following table summarizes the Company’s activities with respect to its stock option plans for the years ended December 31, 2014, 2013 and 2012 as follows (dollars and number of shares in thousands, except for per share data):

							Weighted-
				Weighted-			Average
				Average			Remaining
		Number		Exercise Price			Contractual		Aggregate
		of Shares		Per Share			Life (in years)		Intrinsic Value
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613		$	47.58
Exercised		(1,381)		$	24.37
Canceled		(9)		$	37.71
Outstanding at December 31, 2012		2,831		$	34.06
Granted		984		$	73.17
Exercised		(776)		$	27.57
Canceled		(60)		$	52.54
Outstanding at December 31, 2013		2,979		$	48.30
Granted		1,121		$	95.51
Exercised		(780)		$	36.34
Canceled		(44)		$	81.21
Outstanding at December 31, 2014		3,276		$	66.85		4.6		$	143,883
Exercisable at December 31, 2014		1,055		$	41.03		2.9		$	73,584
Unvested at December 31, 2014		2,221		$	79.12		5.4		$	70,300

The weighted-average fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $19.49, $17.38, and $20.31, respectively.

The total intrinsic value for options exercised during the years ended December 31, 2014, 2013 and 2012 was $49.2 million, $39.3 million and $49.0 million, respectively. Cash received from option exercises under all plans for the years ended December 31, 2014, 2013 and 2012 was approximately $28.3 million, $21.4 million, and $32.0 million, respectively. No tax benefit was realized for the tax deductions from option exercises under all plans for the years ended December 31, 2014, 2013 and 2012, respectively.

The aggregate intrinsic value for stock options in the preceding table represents the total intrinsic value based on the Company’s closing stock price of $110.76 as of December 31, 2014. The amount represents the total intrinsic value that would have been received by the holders of the stock-based awards had these awards been exercised and sold as of that date.

Additional information regarding options outstanding and exercisable at December 31, 2014 is as follows:

		Options Outstanding							Options Exercisable
						Weighted					Weighted
				Weighted Average		Average					Average
Range		Outstanding		Contractual Life		Exercise Price			Exercisable		Exercise Price
		(in thousands)		(in years)					(in thousands)
$0.00 - $30.00		241		1.4		$	20.78		241		$	20.78
$30.51 - $50.00		1,062		3.3		$	42.62		650		$	40.62
$50.01 - $70.00		10		4.4		$	50.45		6		$	50.35
$70.01 - $90.00		869		5.2		$	73.25		158		$	73.30
$90.01 - $111.00		1,094		6.2		$	95.58		-		$	0.00
		3,276							1,055

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The following table summarizes the activity of options outstanding that had not yet vested:

				Weighted-
				Average
		Number		Fair Value
		of Shares		Per Share
		(in thousands)
Unvested as of December 31, 2013		1,785		$	18.15
Shares granted		1,121		$	19.49
Vesting during period		(641)		$	17.98
Forfeited or canceled		(44)		$	17.52
Unvested as of December 31, 2014		2,221		$	18.89

As of December 31, 2014, the total unrecognized compensation cost related to unvested stock options outstanding under the Plans is $29.1 million. That cost is expected to be recognized over a weighted average period of 2.61 years.

The total fair value of shares vested during 2014, 2013, and 2012 was $11.5 million, $9.8 million, and $9.0 million, respectively.

Restricted Stock Units

The following table summarized the Company’s restricted stock unit activity for the year ended December 31, 2014:

									Weighted-
									Average
									Grant Date
							Number of		Fair Value per
							Units		Share
							(in thousands)
Outstanding at December 31, 2013							305		$	55.60
Granted							118		$	95.55
Vested							(123)		$	50.02
Forfeited/canceled							(5)		$	78.33
Outstanding at December 31, 2014							295		$	73.55

As of December 31, 2014, total unrecognized compensation expense related to unvested restricted stock units granted under the 2010 Plan was $14.7 million and is expected to be recognized over a weighted-average period of 2.40 years.

Employee Stock Purchase Plan

In 2008, the Board of Directors of the Company adopted the 2008 Employee Stock Purchase Plan (“2008 Purchase Plan”) which reserved 500,000 shares of Class A common stock for purchase. The 2008 Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of Class A common stock on the last day of an offering period.

For the year ended December 31, 2014, 23,204 shares of Class A common stock were issued under the 2008 Purchase Plan, which resulted in cash proceeds to the Company of approximately $2.1 million, compared to the year ended December 31, 2013 when 25,604 shares of Class A common stock were issued under the 2008 Purchase Plan which resulted in cash proceeds to the Company of $1.7 million. At December 31, 2014, 331,237 shares remained available for issuance under the 2008 Purchase Plan. In addition, the Company recorded $0.4 million, $0.3 million, and $0.2 million of non-cash compensation expense relating to the shares issued under the 2008 Purchase Plans for each of the years ended December 31, 2014, 2013, and 2012.

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Non-Cash Compensation Expense

The table below reflects a break out by category of the non-cash compensation expense amounts recognized on the Company’s Statements of Operations for the years ended December 31, 2014, 2013, and 2012, respectively:

			For the year ended December 31,
		2014			2013			2012
		(in thousands)
Cost of revenues		$	386		$	230		$	187
Selling, general and administrative			22,285			16,975			13,781
Total cost of non-cash compensation included
in loss before provision for income taxes			22,671			17,205			13,968
Amount of income tax recognized in earnings			—			—			—
Amount charged against loss		$	22,671		$	17,205		$	13,968

In addition, the Company capitalized $0.3 million, $0.2 million and $0.2 million of non-cash compensation for the years ended December 31, 2014, 2013 and 2012, respectively, to fixed assets.

17.INCOME TAXES

Income (loss) before provision for income taxes from continuing operations by geographic area is as follows:

			For the year ended December 31,
		2014			2013			2012
		(in thousands)
Domestic		$	(16,623)		$	(45,429)		$	(175,679)
Foreign			963			(11,789)			(1,413)
Total		$	(15,660)		$	(57,218)		$	(177,092)

The provision (benefit) for income taxes on continuing operations consists of the following components:

			For the year ended December 31,
		2014			2013			2012
		(in thousands)
Current provision (benefit)
Federal (1)		$	—		$	—		$	(1,237)
State (1)			1,099			387			2,702
Foreign			7,006			4,946			3,769
Total current			8,105			5,333			5,234
Deferred provision (benefit) for taxes:
Federal			1,458			(11,977)			(53,501)
State			(887)			(3,272)			(13,750)
Foreign			(472)			(9,013)			(1)
Increase in valuation allowance			431			17,620			68,612
Total deferred			530			(6,642)			1,360
Total provision (benefit) for income taxes		$	8,635		$	(1,309)		$	6,594

(1)Included in the 2012 current provision for income taxes on continuing operations is a benefit of $1.5 million that is an offset to the tax expense netted in discontinued operations. Of the $1.5 million benefit, $1.2 million relates to federal taxes and $0.3 million relates to state taxes.

F-35

A reconciliation of the provision for income taxes on continuing operations at the statutory U.S. Federal tax rate (35%) and the effective income tax rate is as follows:

		For the year ended December 31,
		2014			2013			2012
					(in thousands)
Statutory federal benefit		$	(5,481)		$	(20,027)		$	(61,982)
Foreign tax expense			3,844			2,870			1,878
State and local taxes benefit			138			(1,875)			(7,181)
Non-deductible foreign expenses			5,644			2,605			987
Foreign dividend income			3,700			—			—
Foreign tax rate change			1,374			(4,960)			—
Foreign exchange rate changes			(799)			—			—
Other			(216)			2,458			4,280
Valuation allowance			431			17,620			68,612
Provision (benefit) for income taxes		$	8,635		$	(1,309)		$	6,594

The components of the net deferred income tax asset (liability) accounts are as follows:

					As of December 31,
					2014				2013
					(in thousands)
Current deferred tax assets:
Net operating losses					$	49,900		$	—
Allowance for doubtful accounts						326			241
Deferred revenue						48,940			35,970
Accrued liabilities						6,701			14,862
Valuation allowance						(51,249)			(21,187)
Total current deferred tax assets, net (1)					$	54,618		$	29,886
Noncurrent deferred tax assets:
Net operating losses					$	375,103		$	438,608
Property, equipment, and intangible basis differences						27,340			47,602
Accrued liabilities						40,368			26,087
Non-cash compensation						10,567			8,582
Valuation allowance						(216,052)			(225,339)
Currency translation						7,757			—
Other						2,425			2,527
Total noncurrent deferred tax assets, net (2)						247,508			298,067
Noncurrent deferred tax liabilities:
Property, equipment, and intangible basis differences						(283,185)			(339,037)
Convertible debt instruments						—			(2,006)
Straight-line rents						(25,142)			(17,463)
Deferred lease costs						(5,647)			—
Other						(10,905)			(8,079)
Total noncurrent deferred tax liabilities, net (2)					$	(77,371)		$	(68,518)

(1)Amounts are included in Prepaid and other current assets on the Consolidated Balance Sheets.

(2)Of these amounts, $451 and $(77,822) are included in Other assets and Other long-term liabilities, respectively on the accompanying Consolidated Balance Sheets as of December 31, 2014. As of December 31, 2013, $232 and $(68,750) are included in Other assets and Other long-term liabilities on the accompanying Consolidated Balance Sheet.

F-36

The Company has recorded a valuation allowance for the majority of its deferred tax assets as management believes that it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the assets. Valuation allowances of $267.3 million and $246.5 million were being carried to offset net deferred income tax assets as of December 31, 2014 and 2013, respectively. The net increase in the valuation allowance for the years ended December 31, 2014 and 2013 was $20.8 million and $12.8 million, respectively. At December 31, 2014, the valuation allowance related to federal and state tax credit carryovers were approximately $2.0 million and $0.4 million, respectively. These tax credits expire beginning 2017.

The Company has available at December 31, 2014, a net federal operating tax loss carry-forward of approximately $1.1 billion and an additional $227.4 million of net operating tax loss carry forward from stock options which will benefit additional paid-in capital when the loss is utilized. These net operating tax loss carry-forwards will expire between 2021 and 2033. The Internal Revenue Code places limitations upon the future availability of net operating losses based upon changes in the equity of the Company. If these occur, the ability of the Company to offset future income with existing net operating losses may be limited. In addition, the Company has available at December 31, 2014, a foreign net operating loss carry-forward of $39.5 million and a net state operating tax loss carry-forward of approximately $558.0 million. These net operating tax loss carry-forwards begin to expire in 2015.

In accordance with the Company’s methodology for determining when stock option deductions are deemed realized, the Company utilizes a “with-and-without” approach that will result in a benefit not being recorded in APIC if the amount of available net operating loss carry-forwards generated from operations is sufficient to offset the current year taxable income.

The Company does not expect to remit earnings from its foreign subsidiaries. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $22.7 million at December 31, 2014. Those earnings are considered to be permanently reinvested and, accordingly, no U.S. Federal and state income taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company could be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. In 2014, the Company recognized a deemed dividend of $10.6 million.

18.COMMITMENTS AND CONTINGENCIES

Leases

The Company is obligated under various non-cancelable operating leases for land, office space, equipment and site leases that expire at various times through July 2114. In addition, the Company is obligated under various non-cancelable capital leases for vehicles that expire at various times through July 2018.

The annual minimum lease payments under non-cancelable operating and capital leases in effect as of December 31, 2014 are as follows (in thousands):

For the year ended December 31,		Capital Leases			Operating Leases
2015		$	1,652		$	135,563
2016			975			136,675
2017			499			138,640
2018			148			140,209
2019			—			140,620
Thereafter			—
Total minimum lease payments			3,274
Less: amount representing interest			(169)
Present value of future payments			3,105
Less: current obligations			(1,741)
Long-term obligations		$	1,364

Future minimum rental payments under noncancelable ground leases include payments for certain renewal periods at the Company’s option because failure to renew could result in a loss of the applicable tower and related revenue from tenant leases, thereby making it reasonably assured that the Company will renew the lease. The majority of operating leases provide for renewal at varying escalations. Fixed rate escalations have been included in the table disclosed above.

F-37

Rent expense for operating leases was $223.4 million, $196.3 million and $133.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. In addition, certain of the Company’s leases include contingent rent provisions which provide for the lessor to receive additional rent upon the attainment of certain tower operating results and/or lease-up. Contingent rent expense for the years ended December 31, 2014, 2013 and 2012 was $23.3 million, $20.3 million and $16.1 million, respectively.

Tenant Leases

The annual minimum tower lease income to be received for tower space and antenna rental under non-cancelable operating leases in effect as of December 31, 2014 is as follows:

For the year ended December 31,					(in thousands)
2015					$	1,220,266
2016						1,081,408
2017						956,211
2018						806,190
2019						611,057

The Company’s tenant leases provide for annual escalations and multiple renewal periods, at the tenant’s option. The tenant rental payments disclosed in the table above do not assume exercise of tenant renewal options, however, fixed rate escalations have been included.

Litigation

The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Contingent Purchase Obligations

From time to time, the Company agrees to pay additional consideration (or earnouts) for acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the one to three years after they have been acquired. For the years ended December 31, 2014, 2013, and 2012 certain earnings targets associated with the acquired towers were achieved, and therefore, the Company paid in cash $18.7 million, $9.3 million, and $5.9 million, respectively. As of December 31, 2014, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $15.1 million which the Company recorded in accrued expenses. The maximum potential obligation related to the performance targets was $23.1 million and $42.1 million as of December 31, 2014 and 2013, respectively.

19.DEFINED CONTRIBUTION PLAN

The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides for voluntary employee contributions up to the limitations set forth in Section 402(g) of the Internal Revenue Code. Employees have the opportunity to participate following completion of three months of employment and must be 21 years of age. Employer matching begins immediately upon the employee’s participation in the plan.

For the years ended December 31, 2012 and through June 30, 2013, the Company made a discretionary matching contribution of 50% of an employee’s contributions up to a maximum of $3,000 annually. Effective July 1, 2013, the Company made a discretionary matching contribution of 75% of an employee’s contributions up to a maximum of $4,000 annually. Company matching contributions were approximately $2.0 million, $1.6 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

20.SEGMENT DATA

The Company operates principally in two business segments: site leasing and site development. The Company’s reportable 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. Our Chief Operating Decision Maker utilizes segment

F-38

operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level.

Commencing in the second quarter of 2014, the Company revised the presentation of its site leasing business into two reportable segments, domestic site leasing and international site leasing as a result of its international site leasing revenues exceeding 10% of total revenues. All prior periods have been recast to conform to the current year presentation.

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:

											Not
		Domestic Site			Int'l Site			Site			Identified by
		Leasing			Leasing			Development			Segment (1)			Total
For the year ended December 31, 2014		(in thousands)
Revenues		$	1,157,293		$	202,909		$	166,794		$	—		$	1,526,996
Cost of revenues (2)			247,237			54,076			127,172			—			428,485
Operating profit			910,056			148,833			39,622			—			1,098,511
Selling, general, and administrative			67,611			16,762			9,074			9,870			103,317
Acquisition related adjustments and expenses			3,351			4,447			—			—			7,798
Asset impairment and decommission costs			21,538			2,263			—			—			23,801
Depreciation, amortization and accretion			515,150			104,447			2,453			5,022			627,072
Operating income (loss)			302,406			20,914			28,095			(14,892)			336,523
Other expense (principally interest expense
and other expense)												(352,183)			(352,183)
Loss before provision for income taxes															(15,660)
Cash capital expenditures (3)			547,774			1,221,786			3,851			24,352			1,797,763
For the year ended December 31, 2013
Revenues		$	1,048,756		$	84,257		$	171,853		$	—		$	1,304,866
Cost of revenues (2)			242,839			27,933			137,481			—			408,253
Operating profit			805,917			56,324			34,372			—			896,613
Selling, general, and administrative			59,320			10,065			7,760			8,331			85,476
Acquisition related adjustments and expenses			6,525			12,673			—			—			19,198
Asset impairment and decommission costs			26,478			2,482			—			—			28,960
Depreciation, amortization and accretion			484,053			44,973			2,280			2,028			533,334
Operating income (loss)			229,541			(13,869)			24,332			(10,359)			229,645
Other expense (principally interest expense
and other expense)												(286,863)			(286,863)
Loss before provision for income taxes															(57,218)
Cash capital expenditures (3)			261,775			578,938			6,693			105			847,511
For the year ended December 31, 2012
Revenues		$	797,794		$	48,300		$	107,990		$	—		$	954,084
Cost of revenues (2)			175,452			13,499			90,556			—			279,507
Operating profit			622,342			34,801			17,434			—			674,577
Selling, general, and administrative			48,228			7,481			8,187			8,252			72,148
Acquisition related adjustments and expenses			38,060			2,373			—			—			40,433
Asset impairment and decommission costs			4,020			2,363			—			—			6,383
Depreciation, amortization and accretion			380,190			24,786			2,118			1,373			408,467
Operating income (loss)			151,844			(2,202)			7,129			(9,625)			147,146
Other expense (principally interest expense
and other expense)												(324,238)			(324,238)
Loss before provision for income taxes															(177,092)
Cash capital expenditures (3)			2,271,636			86,645			6,466			3,751			2,368,498

F-39

											Not
		Domestic Site			Int'l Site			Site			Identified by
		Leasing			Leasing			Development			Segment (1)			Total
		(in thousands)
Assets
As of December 31, 2014		$	5,554,753		$	1,989,571		$	78,633		$	218,168		$	7,841,125
As of December 31, 2013			5,427,969			1,040,401			76,214			238,604			6,783,188

(1)Assets not identified by segment consist primarily of general corporate assets.

(2)Excludes depreciation, amortization, and accretion.

(3)Includes cash paid for capital expenditures and acquisitions and vehicle capital lease additions.

21.QUARTERLY FINANCIAL DATA (unaudited)

		Quarter Ended
		December 31,			September 30,			June 30,			March 31,
		2014			2014			2014			2014
		(in thousands, except per share amounts)
Revenues		$	404,734		$	393,293		$	383,420		$	345,549
Operating income			96,590			89,484			83,317			67,132
Depreciation, accretion, and amortization			(162,214)			(159,410)			(161,005)			(144,443)
Loss from extinguishment of debt, net			(1,124)			(14,893)			(8,236)			(1,951)
Net income (loss) attributable to SBA Communications Corporation			388			(16,624)			(9,467)			1,408
Net income (loss) per common share - basic and diluted		$	0.00		$	(0.13)		$	(0.07)		$	0.01
		Quarter Ended
		December 31,			September 30,			June 30,			March 31,
		2013			2013			2013			2013
		(in thousands, except per share amounts)
Revenues		$	335,396		$	332,094		$	324,305		$	313,071
Operating income			59,445			63,902			49,534			56,764
Depreciation, accretion, and amortization			(133,328)			(133,281)			(141,089)			(125,636)
Loss from extinguishment of debt, net			(336)			(3)			(5,618)			(142)
Net (loss) income attributable to SBA Communications Corporation			(19,164)			21,531			(35,899)			(22,377)
Net (loss) income per common share - basic		$	(0.15)		$	0.17		$	(0.28)		$	(0.18)
Net (loss) income per common share - diluted		$	(0.15)		$	0.16		$	(0.28)		$	(0.18)

Basic and diluted net loss per share is computed by dividing net income by the weighted average number of shares for the period. Potentially dilutive instruments have been excluded from the computation of diluted loss per share as their impact would have been anti-dilutive.

Because loss per share amounts are calculated using the weighted average number of common and dilutive common shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total loss per share amounts for the year.

F-40