SBA Communications (SBAC) 10-K risk factor changes: FY2015 vs FY2014

Significant consolidation among our wireless service provider customers may result in our customers failing to renew existing leases for tower space or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very [removed: similar.][added: similar, or acquired technologies may be discontinued.]

In connection with the combinations of Verizon Wireless and ALLTEL (to form Verizon Wireless), Cingular and AT&T Wireless (to form AT&T Mobility) and Sprint PCS and Nextel (to form Sprint), the combined companies have [added: rationalized and may continue to rationalize duplicative parts of their networks, and, in the case of Sprint, the Nextel iDen network was discontinued, which has led and may continue to lead to the non-renewal of certain leases on our towers.]

This consolidation may also lead to [added: additional] non-renewal of certain of our tower leases.

As indicated below, we have and will continue to have a significant amount of indebtedness relative to our [removed: equity (deficit).][added: deficit.]

The following table sets forth our total principal amount of debt and shareholders’ [removed: equity] [added: deficit] as of December 31, [removed: 2014] [added: 2015] and [removed: 2013.][added: 2014.]

| | | [added: 2015] | | | 2014 | | | 2013 | |

| Total principal amount of indebtedness | | | | | $ | [removed: 7,870,000] [added: 8,555,000] | | $ | [removed: 5,910,041] [added: 7,870,000] |

| Shareholders' [removed: equity (deficit)] [added: deficit] | | | | | $ | [removed: (660,800)] [added: (1,706,144)] | | $ | [removed: 356,966] [added: (660,800)] |

For example, on [removed: February 7, 2014,] [added: June 10, 2015,] SBA Senior Finance II secured a new [removed: $1.5 billion] [added: $500.0 million] senior secured Term [removed: Loan; on July 1, 2014, we issued $750.0 million aggregate principal amount of 4.875% senior notes;] [added: Loan,] and on October [removed: 15, 2014,] [added: 14, 2015,] we, through a New York common law trust, issued [removed: $1.54 billion] [added: $500.0 million] aggregate principal amount of Secured Tower Revenue Securities.

| Percentage of Total Revenues | | | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] |

| Sprint [removed: (1)] | | | | [removed: 23.4%] [added: 19.6%] | | [removed: 25.0%] [added: 23.4%] | | [removed: 23.9%] [added: 25.0%] |

| AT&T Wireless [removed: (2)] [added: (1)] | | | | [removed: 23.0%] [added: 24.2%] | | [removed: 20.5%] [added: 23.0%] | | [removed: 21.9%] [added: 20.5%] |

| T-Mobile [removed: (3)] | | | | [removed: 15.5%] [added: 16.0%] | | [removed: 17.3%] [added: 15.5%] | | [removed: 17.2%] [added: 17.3%] |

| Verizon Wireless | | | | [removed: 12.0%] [added: 13.8%] | | [removed: 11.3%] [added: 12.0%] | | [removed: 13.0%] [added: 11.3%] |

| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] |

| AT&T Wireless [removed: (2)] [added: (1)] | | | | [removed: 30.1%] [added: 31.9%] | | [removed: 25.5%] [added: 30.1%] | | [removed: 26.1%] [added: 25.5%] |

| Sprint [removed: (1)] | | | | [removed: 25.6%] [added: 22.3%] | | [removed: 30.9%] [added: 25.6%] | | [removed: 28.5%] [added: 30.9%] |

| T-Mobile [removed: (3)] | | | | [removed: 19.2%] [added: 19.0%] | | [removed: 20.2%] [added: 19.2%] | | [removed: 19.7%] [added: 20.2%] |

| Verizon Wireless | | | | [removed: 14.4%] [added: 16.3%] | | [removed: 13.3%] [added: 14.4%] | | [removed: 14.3%] [added: 13.3%] |

| Percentage of International Site Leasing Revenue | | | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] |

| Oi S.A. | | | | [removed: 44.3%] [added: 48.8%] | | [removed: 6.3%] [added: 44.3%] | | [removed: 0.1%] [added: 6.3%] |

| Telefonica | | | | [removed: 28.8%] [added: 24.7%] | | [removed: 44.2%] [added: 28.8%] | | [removed: 48.1%] [added: 44.2%] |

| Digicel | | | | [removed: 4.9%] [added: 4.6%] | | [removed: 11.2%] [added: 4.9%] | | [removed: 19.5%] [added: 11.2%] |

| Percentage of Site Development Revenue | | | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] |

| Sprint [removed: (1)] | | | | [removed: 36.7%] [added: 28.5%] | | [removed: 1.5%] [added: 36.7%] | | [removed: 1.1%] [added: 1.5%] |

| Ericsson, Inc. | | | | [removed: 16.8%] [added: 15.3%] | | [removed: 34.5%] [added: 16.8%] | | [removed: 24.5%] [added: 34.5%] |

| Verizon Wireless | | | | [removed: 10.1%] [added: 14.8%] | | [removed: 4.8%] [added: 10.1%] | | [removed: 8.9%] [added: 4.8%] |

(1)Prior year amounts have been adjusted to reflect the merger of [removed: Sprint] [added: AT&T Wireless] and [removed: Clearwire.][added: Leap Wireless (Cricket Wireless).]

[removed: Revenue from these clients is derived from] [added: We derive revenue through] numerous [removed: different] site leasing contracts and site development contracts.

Site leasing contracts in our Central [added: American] and [removed: Brazil] [added: South American] markets typically have an initial term of [removed: 10] [added: ten] years with [removed: 5-year] [added: multiple five year] renewal periods.

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

Our international operations are subject to economic, political and other [removed: risks, including] risks [removed: associated with foreign currency exchange rates] that could materially and adversely affect our revenues or financial position.

Our current business operations in Canada, Central [removed: America] [added: America,] and [removed: Brazil,] [added: South America,] and our expansion into any other international markets in the future, could result in adverse financial consequences and operational problems not typically experienced in the United States.

The consolidated revenues generated by our international operations were [removed: 13.3%] [added: 14.9%] during the year ended December 31, [removed: 2014,] [added: 2015,] and we anticipate that our revenues from our international operations will continue to grow in the future.

Our [removed: international] operations in Central America [added: and Ecuador] are primarily denominated in United States [removed: dollars,] [added: Dollars,] while our operations in Canada and Brazil are denominated in local currencies.

[removed: If this] [added: This] trend [removed: were] [added: has adversely affected, and may in the future continue] to [removed: continue, it could] adversely [removed: affect] [added: affect,] our reported results of operations.

In accordance with ASC 830, we [removed: are required to re-measure] [added: remeasure] foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other [removed: Expense] [added: income (expense), net] in [removed: the] [added: our] Consolidated Statements of Operations.

Consequently, if the [removed: US] [added: U.S.] Dollar [removed: strengthens] [added: continues to strengthen] against the Brazilian [removed: Real] [added: Real,] our results of operations would be adversely affected.

In addition, the land underlying the 2,113 towers we acquired [added: in 2013] from Oi S.A., one of Brazil’s largest telecommunications providers, [removed: in 2013] is subject to a concession from the Federal Republic of Brazil that expires in 2025.

At the end of the term, the Brazilian government [removed: would] [added: will] have the right to (i) renew the concession upon newly negotiated terms or (ii) terminate the concession and take possession of the land and the tower on such land.

| | | | | | 2015 | | | 2014 | |

| T-Mobile | | | | 17.6% | | 8.5% | | 8.4% |

Currency fluctuations may negatively affect our results of operations.

We have business operations in Canada, Central America, and South America.

Our foreign currency denominated revenues and expenses are translated into United States dollars at applicable exchange rates for inclusion in our consolidated financial statements.

For the year ended December 31, 2015, approximately 15% of our total cash site leasing revenue was generated by our International operations, of which 11.2% was generated in non-US dollar currencies, including 10.5% which was generated in Brazilian Reais.

The exchange rates between our foreign currencies and the United States Dollar have fluctuated significantly recently and may continue to do so in the future.

For example, the Brazilian Real has historically been subject to substantial volatility and devalued 49.2% when comparing the spot rate on January 1, 2015 and December 31, 2015.

Changes in exchange rates between these local currencies and the United States Dollar will affect the recorded levels of site leasing revenue, segment operating profit, assets and/or liabilities.

Furthermore, we have an intercompany loan agreement which permits one of our Brazilian entities to borrow amounts up to $750.0 million.

As of December 31, 2015, the outstanding balance under this agreement was $455.8 million.

For the years ended December 31, 2015 and 2014, we recorded $178.9 million and $23.0 million, respectively, of foreign exchange losses on the remeasurement of intercompany loans.

New technologies or network architecture may reduce demand for our wireless infrastructure or negatively impact our revenues.

Improvements or changes in the efficiency, architecture, and design of wireless networks may reduce the demand for our wireless infrastructure.

For example, new technologies that may promote network sharing, joint development, or resale agreements by our customers, such as signal combining technologies or network functions virtualization, may reduce the need for our wireless infrastructure.

In addition, other technologies and architectures, such as WiFi, DAS, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, the traditional macro site cellular architecture that is the basis of substantially all of our site leasing business.

In addition, new technologies that enhance the range, efficiency, and capacity of wireless equipment could reduce demand for our wireless infrastructure.

Any significant reduction in demand for our wireless infrastructure resulting from new technologies or new architectures may negatively impact our revenues or otherwise have a material adverse effect on us.

For example, in 2015, we passed on more U.S. acquisitions than we did in 2014 due to asset quality, price, or lease terms.

Finally, competition regulations, domestically and internationally, may limit our ability to acquire certain portfolios or apply to us differently than they apply to our competitors.

- laws effecting telecommunications infrastructure including the sharing of such infrastructure;

Security breaches and other disruptions could compromise our information, which would cause our business and reputation to suffer.

A part of our day-to-day operations, we rely on information technology and other computer resources and infrastructure to carry out important business activities and to maintain our business records.

Our computer systems could fail on their own accord and are subject to interruption or damage from power outages, computer and telecommunications failures, computer viruses, security breaches (including through cyber-attack and data theft), errors, catastrophic events such as natural disasters and other events beyond our control.

If our computer systems and our backup systems are compromised, degraded, damaged, or breached, or otherwise cease to function properly, we could suffer interruptions in our operations or unintentionally allow misappropriation of proprietary or confidential information (including information about our tenants or landlords).

This could damage our reputation and disrupt our operations and the services we provide to customers, which could adversely affect our business and operating results.

management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials, and wastes.

rationalized and may continue to rationalize duplicative parts of their networks, which has led and may continue to lead to the non-renewal of certain leases on our towers.

| Claro | | | | 8.0% | | 8.8% | | 12.6% |

| MasTec Inc. | | | | 1.9% | | 4.6% | | 16.4% |

(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.

However, if any of our significant site leasing clients were to

The Brazilian Real has been subject to significant volatility, and the United States Dollar has strengthened significantly against the Brazilian Real and Canadian Dollar in the last 6 months.

In addition, two of our wholly owned subsidiaries, 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.

New technologies and their use by carriers may have a material adverse effect on our growth rate and results of operations.

The emergence of new technologies could reduce the demand for space on our towers.

For example, the increased use by wireless service providers of signal combining and related technologies and products that allow two or more wireless service providers to provide services on different transmission frequencies using the same communications antenna and other facilities normally used by only one wireless service provider (i.e. network sharing) could reduce the demand for our tower space.

Additionally, the use of technologies that enhance spectral capacity, such as beam forming or “smart antenna,” that can increase the range and capacity of an antenna could reduce the number of additional sites a wireless service provider needs to adequately serve a certain subscriber base and therefore reduce demand for our tower space.

The development and growth of communications and other new technologies that do not require ground-based sites, such as the growth in delivery of video, voice and data services by satellites or other technologies, could also adversely affect the demand for our tower space.

If any of these or other new technologies are widely adopted in the future it could have a material adverse effect on our growth and results of operations.

of 4G could experience delays.

We may not secure as many site leasing tenants as planned or our lease rates for new tenant leases may decline.

If wireless service provider demand for tower space or our lease rates on new leases decrease, we may not be able to successfully grow our site leasing business as expected.

This may have a material adverse effect on our strategy, revenue growth and our ability to satisfy our financial and other contractual obligations.

Our plan for the growth of our site leasing business largely depends on our management’s expectations and assumptions concerning future tenant demand and potential lease rates for our towers.

| | | 2014 | | | 2013 | | | 2012 | |

Our NOLs are also subject to review and potential disallowance upon audit by the taxing authorities of the jurisdictions where the NOLs were incurred, and future changes in tax laws or interpretations of such tax laws could limit materially our ability to utilize our NOLs.

If we are unable to use our NOLs or use of our NOLs is limited, we may have to make significant payments or otherwise record charges or reduce our deferred tax assets, which could have a material adverse effect on our business, results of operations and financial condition.

The potential connection between exposure to low levels of RF energy and certain

In addition, we own and operate towers in [removed: Canada,] [added: South America,] Central America, and [removed: Brazil.][added: Canada.]

Our primary business line is our site leasing business, which contributed [removed: 96.3%] [added: 96.8%] of our total segment operating profit for the year ended December 31, [removed: 2014.][added: 2015.]

As of December 31, [removed: 2014,] [added: 2015,] we owned [removed: 24,292] [added: 25,465] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

We also managed or leased approximately [removed: 5,000] [added: 5,500] actual or potential towers, approximately 500 of which were revenue producing as of December 31, [removed: 2014.][added: 2015.]

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, Canada, Central America, and [removed: Brazil.][added: South America.]

Site leasing revenues are received primarily from wireless service provider tenants, including AT&T, Sprint, [added: T-Mobile,] Verizon Wireless, [removed: T-Mobile,] Oi S.A., [removed: Digicel, Claro] [added: Telefonica, Claro,] and [removed: Telefonica.][added: Digicel.]

Wireless service providers enter into [removed: different] tenant leases with us, each of which relates to the lease or use of space at an individual [removed: tower.][added: site.]

Tenant leases in our Central American and [removed: Brazilian] [added: South American] markets typically have an initial term of [removed: 10] [added: ten] years with [removed: 5-year] [added: multiple five year] renewal periods.

In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in [removed: Brazil] [added: South America] escalate in accordance with a standard cost of living index.

Ground leases are generally for an initial term of five years or more with multiple renewal terms of five year periods at our option and provide for rent escalators which typically average [removed: 2-3%] [added: 2\-3%] annually, or in [removed: Brazil] [added: our South American markets,] adjust in accordance with a standard cost of living index.

As of December 31, [removed: 2014,] [added: 2015,] approximately 73% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

As such, operating costs for owned towers do not generally [added: increase as a result of adding additional customers to the tower.]

In our Central American [removed: markets,] [added: markets and Ecuador,] significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars.

For information regarding our operating segments, see Note [removed: 20] [added: 18] of our Consolidated Financial Statements included in this annual report.

| | | For the year ended [removed: December 31,] | | | | | | | |

| Segment operating profit as a percentage of total | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | |

| Domestic site leasing | | | [removed: 82.8%] [added: 82.4%] | | | [removed: 89.9%] [added: 82.8%] | | | [removed: 92.3%] [added: 89.9%] |

| International site leasing | | | [removed: 13.5%] [added: 14.4%] | | | [removed: 6.3%] [added: 13.5%] | | | [removed: 5.2%] [added: 6.3%] |

| Total site leasing | | | [removed: 96.3%] [added: 96.8%] | | | [removed: 96.2%] [added: 96.3%] | | | [removed: 97.5%] [added: 96.2%] |

During [removed: 2015,] [added: 2016,] we expect organic site leasing revenue in both our domestic and international segments to be consistent with our growth in [removed: 2014.][added: 2015.]

Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers [added: add or] upgrade their equipment.

Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low tenant lease terminations as a percentage of [removed: revenue.][added: revenue other than in connection with customer consolidation or cessations of service (e.g. iDen).]

For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2014,] [added: 2015,] included herein.

Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of [added: revenue and expenses during the reporting periods.]

Time and materials based contracts are billed at contractual rates [added: and revenue is recognized] as the services are rendered.

We monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and [removed: past due balances as determined based on contractual terms.]

The intangible assets represent the value associated with the current leases at the acquisition date (“Current contract [added: intangibles”) and future tenant leases anticipated to be added to the communication sites (“Network location intangibles”) and were calculated using the discounted values of the current or future expected cash flows.]

In connection with certain acquisitions, we may agree to pay contingent consideration (or earnouts) [added: in cash or stock] 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.

Domestic site leasing operating income increased $72.9 million for the year ended December 31, 2014, as compared to the prior year, primarily due to higher segment operating profit and a reduction in asset impairment and decommission costs, [added: and acquisition related adjustments and expenses,] partially offset by increases in selling, general, and administrative [removed: expenses,] [added: expenses and] depreciation, accretion, and amortization [removed: expense, and acquisition related adjustments and expenses.][added: expense.]

International site leasing operating income increased $34.8 million for the year ended December 31, 2014, as compared to the prior year, primarily due to higher segment operating profit and a reduction in acquisition related adjustments and expenses, partially offset by increases in selling, general, and administrative [removed: expenses] [added: expenses,] and depreciation, accretion, and amortization expense.

Interest expense increased $43.5 million for the year ended December 31, 2014, as compared to the prior year, [added: primarily] due to the higher average principal amount of cash-interest bearing debt outstanding for the year ended December 31, 2014 compared to the prior year, primarily resulting from the issuance of the 2013 and 2014 Tower Securities, 2014 Term Loan, and 4.875% Notes, partially offset by the maturity of the 1.875% Notes and 4.0% Notes and full repayment of the 2011 Term Loan, 2012-2 Term Loan, 2010-1 Tower Securities, and 8.25% Notes.

Non-cash interest expense decreased $22.0 million [removed: from] [added: for] the year ended December 31, [removed: 2014,] [added: 2014 as] compared to the prior year.

Other income decreased $20.5 million for the year ended December 31, 2014, as compared to the prior year, primarily due to a gain of $27.3 million recognized in the prior year [removed: period] related to the sale of a bankruptcy claim.

The current year [removed: period] reflects a $17.9 million gain realized on the settlement of two foreign currency contracts which were entered into and settled during the first quarter of 2014 in order to hedge the purchase price of the Oi S.A. acquisition in Brazil which closed March 31, 2014 and a $12.5 million gain on the sale of a [removed: cost method] [added: cost-method] investment during the fourth quarter of 2014.

Year Ended [removed: 2013] [added: 2015] Compared to Year Ended [removed: 2012][added: 2014]

Total revenues increased [removed: $350.8] [added: $111.5] million for the year ended December 31, [removed: 2013,] [added: 2015,] as compared to the prior year, due largely to (i) revenues from [removed: 9,136] [added: 4,923] towers acquired and [removed: 683] [added: 848] towers built since January 1, [removed: 2012] [added: 2014] and (ii) organic site leasing growth from new leases, contractual rent escalators, and [added: monetary] lease amendments [removed: which increased the related rent to compensate] for additional equipment added to our towers.

Domestic site leasing revenues increased [removed: $251.0] [added: $79.5] million for the year ended December 31, [removed: 2013,] [added: 2015,] as compared to the prior year, due largely to (i) revenues from [removed: 5,735] [added: 1,007] towers acquired and [removed: 216] [added: 266] towers built since January 1, [removed: 2012] [added: 2014] and (ii) organic site leasing growth from new leases, contractual rent escalators, and [added: monetary] lease amendments [removed: which increased the related rent to compensate] for additional equipment added to our towers.

International site leasing revenues increased [removed: $36.0] [added: $41.0] million for the year ended December 31, [removed: 2013,] [added: 2015,] as compared to the prior year, due largely to (i) revenues from [removed: 3,401] [added: 3,916] towers [removed: acquired] [added: acquired, primarily from the acquisition of 3,648 towers from Oi S.A. in March 2014] and [removed: 467] [added: December 2014, and 582] towers built since January 1, [removed: 2012] [added: 2014,] and (ii) organic site leasing growth from new leases, contractual rent escalators, and [added: monetary] lease amendments [removed: which increased the related rent to compensate] for additional equipment added to our towers.

Domestic site leasing segment operating profit increased [removed: $183.6] [added: $74.2] million for the year ended December 31, [removed: 2013,] [added: 2015,] as compared to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, [removed: 2012 as noted above] [added: 2014] and [removed: (ii)] organic site leasing growth [removed: from new leases, contractual rent escalators, and lease amendments with current tenants which increased the related rent] as [removed: a result of additional equipment added to our towers in addition to] [added: noted above, (ii)] improving control of our site leasing cost of revenue, and [added: (iii)] the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased [removed: $21.5] [added: $22.9] million for the year ended December 31, [removed: 2013,] [added: 2015,] as compared to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, [removed: 2012 as noted above] [added: 2014] and [removed: (ii)] organic site leasing growth [removed: from new leases, contractual rent escalators,] [added: as noted above] and [added: (ii) the positive impact of our ground] lease [removed: amendments with current tenants which][added: purchase program, partially offset by increased costs]

We provide site development services on a local basis, through regional, territory, and project offices.

The regional offices are responsible for all site development operations, including hiring employees and opening or closing project offices, and a substantial portion of the sales in such area.

For information regarding our operating segments, see Note 18 of our Consolidated Financial Statements included in this annual report.

Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.

past due balances as determined based on contractual terms.

| | | 2015 | | | 2014 | | | Change | | | Change | |

| Domestic site leasing | | $ | 1,236,758 | | $ | 1,157,293 | | $ | 79,465 | | | 6.9% |

| International site leasing | | | 243,876 | | | 202,909 | | | 40,967 | | | 20.2% |

| Site development | | | 157,840 | | | 166,794 | | | (8,954) | | | (5.4%) |

| Total | | $ | 1,638,474 | | $ | 1,526,996 | | $ | 111,478 | | | 7.3% |

| Domestic site leasing | | $ | 252,493 | | $ | 247,237 | | $ | 5,256 | | | 2.1% |

| International site leasing | | | 72,162 | | | 54,076 | | | 18,086 | | | 33.4% |

| Site development | | | 119,744 | | | 127,172 | | | (7,428) | | | (5.8%) |

| Total | | $ | 444,399 | | $ | 428,485 | | $ | 15,914 | | | 3.7% |

| Domestic site leasing | | $ | 984,265 | | $ | 910,056 | | $ | 74,209 | | | 8.2% |

| International site leasing | | | 171,714 | | | 148,833 | | | 22,881 | | | 15.4% |

| Site development | | | 38,096 | | | 39,622 | | | (1,526) | | | (3.9%) |

The increase in total revenues includes the negative impact of $43.2 million from fluctuations in foreign currency exchange rates as compared to the prior year.

The increase in international site leasing revenues includes the negative impact of $43.2 million from fluctuations in foreign currency exchange rates as compared to the prior year.

Site development revenues decreased $9.0 million for the year ended December 31, 2015, as compared to the prior year, as a result of a decrease in the volume of work performed due to the timing of our wireless carrier customers’ initiatives.

resulting from the integration of towers acquired in 2014.

The increase in international site leasing segment operating profit includes the negative impact of $31.2 million from fluctuations in foreign currency exchange rates as compared to the prior year.

| | | 2015 | | | 2014 | | | Change | | | Change | |

| Total | | $ | 114,951 | | $ | 103,317 | | $ | 11,634 | | | 11.3% |

The increase in selling, general, and administrative expenses includes the positive impact of $1.8 million from fluctuations in foreign currency exchange rates as compared to the prior year.

| | | 2015 | | | 2014 | | | Change | | | Change | |

| Domestic site leasing | | $ | 9,975 | | $ | 3,351 | | $ | 6,624 | | | 197.7% |

| International site leasing | | | 1,889 | | | 4,447 | | | (2,558) | | | (57.5%) |

| Total | | $ | 11,864 | | $ | 7,798 | | $ | 4,066 | | | 52.1% |

International acquisition related adjustments and expenses decreased $2.6 million for the year ended December 31, 2015 primarily as a result of a decrease in the number of towers we acquired, partially offset by changes in our estimated pre-acquisition contingencies as compared to the prior year.

The decrease in International acquisition related adjustments and expenses includes the positive impact of $0.4 million from fluctuations in foreign currency exchange rates as compared to the prior year.

| | | 2015 | | | 2014 | | | Change | | | Change | |

| Domestic site leasing | | $ | 93,977 | | $ | 21,538 | | $ | 72,439 | | | 336.3% |

| International site leasing | | | 806 | | | 2,263 | | | (1,457) | | | (64.4%) |

| Total | | $ | 94,783 | | $ | 23,801 | | $ | 70,982 | | | 298.2% |

Asset impairment and decommission costs increased $71.0 million for the year ended December 31, 2015, as compared to the prior year, primarily as a result of a $56.7 million impairment charge in the third quarter of 2015 related to fiber assets acquired in the 2012 Mobilitie transaction and $7.3 million of additional impairment charges resulting from the Company’s analysis that the future cash flows would not recover the carrying value of the investment.

In addition, the increase in the asset impairment and decommission costs includes $5.5 million related to higher net book value of towers decommissioned in the current year as compared against the prior year and $1.2 million in exit costs related to our former corporate headquarters building.

The impact from fluctuations in foreign currency exchange rates as compared to the prior year was not material.

| | | 2015 | | | 2014 | | | Change | | | Change | |

| Domestic site leasing | | $ | 534,436 | | $ | 515,150 | | $ | 19,286 | | | 3.7% |

increase as a result of adding additional customers to the tower.

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

We provide site development services at our towers and at towers owned by others.

revenue and expenses during the reporting periods.

intangibles”) and future tenant leases anticipated to be added to the communication sites (“Network location intangibles”) and were calculated using the discounted values of the current or future expected cash flows.

| Domestic site leasing | | $ | 67,611 | | $ | 59,320 | | $ | 8,291 | | | 14.0% |

| International site leasing | | | 16,762 | | | 10,065 | | | 6,697 | | | 66.5% |

| Total site leasing | | $ | 84,373 | | $ | 69,385 | | $ | 14,988 | | | 21.6% |

| Site development | | | 9,074 | | | 7,760 | | | 1,314 | | | 16.9% |

| Not identified by segment | | | 9,870 | | | 8,331 | | | 1,539 | | | 18.5% |

| | | 2013 | | | 2012 | | | Change | | | Change | |

| Domestic site leasing | | $ | 1,048,756 | | $ | 797,794 | | $ | 250,962 | | | 31.5% |

| International site leasing | | | 84,257 | | | 48,300 | | | 35,957 | | | 74.4% |

| Site development | | | 171,853 | | | 107,990 | | | 63,863 | | | 59.1% |

| Total | | $ | 1,304,866 | | $ | 954,084 | | $ | 350,782 | | | 36.8% |

| Domestic site leasing | | $ | 242,839 | | $ | 175,452 | | $ | 67,387 | | | 38.4% |

| International site leasing | | | 27,933 | | | 13,499 | | | 14,434 | | | 106.9% |

| Site development | | | 137,481 | | | 90,556 | | | 46,925 | | | 51.8% |

| Total | | $ | 408,253 | | $ | 279,507 | | $ | 128,746 | | | 46.1% |

| Domestic site leasing | | $ | 805,917 | | $ | 622,342 | | $ | 183,575 | | | 29.5% |

| International site leasing | | | 56,324 | | | 34,801 | | | 21,523 | | | 61.8% |

| Site development | | | 34,372 | | | 17,434 | | | 16,938 | | | 97.2% |

Site development revenue increased $63.9 million for the year ended December 31, 2013, as compared to the prior year, as a result of a higher volume of work performed during the period as compared to the same period last year associated with the deployment of next generation networks by wireless carriers, in particular, Sprint’s Network Vision and T-Mobile modernization initiatives.

Site development work mandated to us through our Sprint and T-Mobile master lease amendments contributed to this increased volume.

increased the related rent as a result of additional equipment added to our towers in addition to improving control of our site leasing cost of revenue, and the positive impact of our ground lease purchase program.

Site development segment operating profit increased $16.9 million for the year ended December 31, 2013, as compared to the prior year, primarily due to the higher volume of work performed compared to the prior year associated with the deployment of next generation networks by wireless carriers, in particular, the Sprint Network Vision and T-Mobile modernization initiatives.

| Domestic site leasing | | $ | 59,320 | | $ | 48,228 | | $ | 11,092 | | | 23.0% |

| International site leasing | | | 10,065 | | | 7,481 | | | 2,584 | | | 34.5% |

| Total site leasing | | $ | 69,385 | | $ | 55,709 | | $ | 13,676 | | | 24.5% |

| Site development | | | 7,760 | | | 8,187 | | | (427) | | | (5.2%) |

| Not identified by segment | | | 8,331 | | | 8,252 | | | 79 | | | 1.0% |

| Total | | $ | 85,476 | | $ | 72,148 | | $ | 13,328 | | | 18.5% |

| Domestic site leasing | | $ | 6,525 | | $ | 38,060 | | $ | (31,535) | | | (82.9%) |

| International site leasing | | | 12,673 | | | 2,373 | | | 10,300 | | | 434.0% |

| Total | | $ | 19,198 | | $ | 40,433 | | $ | (21,235) | | | (52.5%) |

Acquisition related costs incurred during the year ended December 31, 2012 associated with the Mobilitie and TowerCo acquisitions were $30.6 million.

| Domestic site leasing | | $ | 26,478 | | $ | 4,020 | | $ | 22,458 | | | 558.7% |

| International site leasing | | | 2,482 | | | 2,363 | | | 119 | | | 5.0% |

| Total | | $ | 28,960 | | $ | 6,383 | | $ | 22,577 | | | 353.7% |

Asset impairment and decommission costs increased $22.6 million for the year ended December 31, 2013, as compared to the prior year, primarily as a result of the write-off of assets and related costs associated with the decommissioning of 248 towers during the year ended December 31, 2013 as compared to the decommissioning of 19 towers during the prior year.

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, [removed: 2014:][added: 2015:]

| | | [removed: 2015 | | |] 2016 | | | 2017 | | | 2018 | | | 2019 | | | [added: 2020 | | |] Thereafter | | | Total | | | Fair Value | |

| 5.625% Senior Notes due 2019 | | $ | — | | $ | — | | $ | — | | $ | [removed: —] [added: 500,000] | | $ | [removed: 500,000] [added: —] | | $ | — | | $ | 500,000 | | $ | [removed: 511,250] [added: 521,250] |

| 5.750% Senior Notes due 2020 | | | — | | | — | | | — | | | — | | | [removed: —] [added: 800,000] | | | [removed: 800,000] [added: —] | | | 800,000 | | | [removed: 816,000] [added: 832,000] |

| 4.875% Senior Notes due 2022 | | | — | | | — | | | — | | | — | | | — | | | 750,000 | | | 750,000 | | | [removed: 721,875] [added: 744,375] |

| Securities (1) | | | — | | | [removed: —] [added: 550,000] | | | [removed: 550,000] [added: —] | | | — | | | — | | | — | | | 550,000 | | | [removed: 576,901] [added: 558,223] |

| Securities (1) | | | — | | | [removed: —] [added: 610,000] | | | [removed: 610,000] [added: —] | | | — | | | — | | | — | | | 610,000 | | | [removed: 620,175] [added: 611,879] |

| Securities (1) | | | — | | | — | | | [removed: —] [added: 425,000] | | | [removed: 425,000] [added: —] | | | — | | | — | | | 425,000 | | | [removed: 420,776] [added: 416,959] |

| Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 575,000 | | | 575,000 | | | [removed: 584,344] [added: 565,541] |

| Securities (1) | | | — | | | — | | | [removed: —] [added: 330,000] | | | [removed: 330,000] [added: —] | | | — | | | — | | | 330,000 | | | [removed: 330,551] [added: 332,676] |

| Securities (1) | | | — | | | — | | | — | | | [removed: —] [added: 920,000] | | | [removed: 920,000] [added: —] | | | — | | | 920,000 | | | [removed: 920,515] [added: 910,368] |

| Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 620,000 | | | 620,000 | | | [removed: 629,474] [added: 608,084] |

(1)The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April [removed: 17,] [added: 11,] 2017 and April [removed: 15,] [added: 9,] 2042, respectively.

The anticipated repayment date and the final maturity date for the 2012 Tower Securities is December [removed: 15,] [added: 11,] 2017 and December [removed: 15,] [added: 9,] 2042, respectively.

The anticipated repayment date and the final maturity date for the 2013-1C Tower Securities is April [removed: 17,] [added: 10,] 2018 and April [removed: 17,] [added: 9,] 2043, respectively.

The anticipated repayment date and the final maturity date for the 2013-2C Tower Securities is April [removed: 17,] [added: 11,] 2023 and April [removed: 17,] [added: 9,] 2048, respectively.

The anticipated repayment date and the final maturity date for the 2013-1D Tower Securities is April [removed: 17,] [added: 10,] 2018 and April [removed: 17,] [added: 9,] 2043, respectively.

The anticipated repayment date and the final maturity date for the 2014-1C Tower Securities is October [removed: 15,] [added: 8,] 2019 and October [removed: 17,] [added: 11,] 2044, respectively.

The anticipated repayment date and the final maturity date for the 2014-2C Tower Securities is October [removed: 15,] [added: 8,] 2024 and October [removed: 15,] [added: 8,] 2049, respectively.

Our current primary market risk exposure is interest rate risk relating to (1) our ability to refinance our debt at commercially reasonable rates, if at all, (2) interest rate risk relating to the impact of interest rate movements on our [removed: 2012-1] [added: 2014] Term Loan and [removed: 2014] [added: 2015] Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates.

[removed: While we cannot predict our ability to refinance] existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial [added: position on an ongoing basis.]

For the year ended December 31, [removed: 2014,] [added: 2015,] approximately [removed: 9.8%] [added: 11.0%] of our revenues and approximately [removed: 11.1%] [added: 11.7%] of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, [removed: 2014.][added: 2015.]

As of December 31, [removed: 2014,] [added: 2015,] the analysis indicated that such an adverse movement would have caused our revenues and operating results to fluctuate by less than [removed: 1%] [added: 2.0%] for the year ended December 31, [removed: 2014.][added: 2015.]

- our expectations on the future growth and financial health of the wireless industry and the industry participants, [removed: and] the drivers of such [removed: growth;][added: growth, and the trends developing in our industry;]

- our expectations regarding our annual debt service in [removed: 2015] [added: 2016] and thereafter, and our belief that our cash on hand, cash flows from operations for the next twelve months and availability under our Revolving Credit Facility will be sufficient to service our outstanding debt during the next twelve months;

| 3.156% 2015-1C Tower | | | | | | | | | | | | | | | | | | | | | | | | |

| Securities (1) | | | — | | | — | | | — | | | — | | | 500,000 | | | — | | | 500,000 | | | 489,680 |

| 2014 Term Loan | | | 15,000 | | | 15,000 | | | 15,000 | | | 15,000 | | | 15,000 | | | 1,402,500 | | | 1,477,500 | | | 1,447,950 |

| 2015 Term Loan | | | 5,000 | | | 5,000 | | | 5,000 | | | 5,000 | | | 5,000 | | | 472,500 | | | 497,500 | | | 486,306 |

| Total debt obligation | | $ | 20,000 | | $ | 1,180,000 | | $ | 775,000 | | $ | 1,440,000 | | $ | 1,320,000 | | $ | 3,820,000 | | $ | 8,555,000 | | $ | 8,525,291 |

The anticipated repayment date and the final maturity date for the 2015-1C Tower Securities is October 8, 2020 and October 10, 2049, respectively.

While we cannot predict our ability to refinance

During 2014, we incurred intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

As this debt had not been designated as being a long-term investment in nature, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income.

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, 2015 would have resulted in approximately $46.6 million of unrealized gains or losses that would have been included in Other expense in our condensed consolidated statements of operations for the year ended December 31, 2015.

| Revolving Credit Facility (2) | | | — | | | — | | | 125,000 | | | — | | | — | | | — | | | 125,000 | | | 125,000 |

| 2012-1 Term Loan | | | 17,500 | | | 20,000 | | | 135,000 | | | — | | | — | | | — | | | 172,500 | | | 171,422 |

| 2014 Term Loan | | | 15,000 | | | 15,000 | | | 15,000 | | | 15,000 | | | 15,000 | | | 1,417,500 | | | 1,492,500 | | | 1,458,919 |

| Total debt obligation | | $ | 32,500 | | $ | 35,000 | | $ | 1,435,000 | | $ | 770,000 | | $ | 1,435,000 | | $ | 4,162,500 | | $ | 7,870,000 | | $ | 7,887,202 |

(2)On February 5, 2015, the maturity date of the Revolving Credit Facility was extended to February 5, 2020.

position on an ongoing basis.

In addition, in connection with our remaining outstanding warrants sold in connection with our convertible notes, we are subject to market risk associated with the market price of our common stock.

In addition, we own and operate towers in [removed: Canada,] [added: South America,] Central America, and [removed: Brazil.][added: Canada.]

Our primary business line is our site leasing business, which contributed [removed: 96.3%] [added: 96.8%] of our total segment operating profit for the year ended December 31, [removed: 2014.][added: 2015.]

As of December 31, [removed: 2014,] [added: 2015,] we owned [removed: 24,292] [added: 25,465] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

We also managed or leased approximately [removed: 5,000] [added: 5,500] actual or potential towers, approximately 500 of which were revenue producing as of December 31, [removed: 2014.][added: 2015.]

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, Canada, Central America, and [removed: Brazil.][added: South America.]

[removed: Site] [added: We receive site] leasing revenues [removed: are received] primarily from wireless service provider tenants, including AT&T, Sprint, [added: T-Mobile,] Verizon Wireless, [removed: T-Mobile,] Oi S.A., [removed: Digicel,] [added: Telefonica,] Claro, and [removed: Telefonica.][added: Digicel.]

Wireless service providers enter into [removed: different] tenant leases with us, each of which relates to the lease or use of space at an individual [removed: tower.][added: site.]

[removed: As a result, commencing in the second quarter of 2014, we classified our] [added: Our] site leasing business [added: is classified] into two reportable segments, domestic site leasing and international site leasing.

As of December 31, [removed: 2014,] [added: 2015,] we had [removed: 15,124] [added: 15,778] sites in the United States.

For the year ended December 31, [removed: 2014,] [added: 2015,] we generated [removed: 85.1%] [added: 83.5%] of our total site leasing revenue from these sites.

[removed: Domestic] [added: We receive domestic] site leasing revenues [removed: are received] primarily from AT&T, Sprint, Verizon Wireless, and T-Mobile.

These tenant leases typically contain specific rent escalators, which typically average 3-4% per [removed: year.][added: year, for both the initial and renewal option periods.]

In [removed: 2014,] [added: 2015,] we continued to focus on growing our international site leasing business through the acquisition and development of towers.

As of December 31, [removed: 2014,] [added: 2015,] we owned [removed: 9,168] [added: 9,687] towers in our international markets, including Brazil, Canada, Costa Rica, [added: Ecuador,] El Salvador, Guatemala, Nicaragua, and Panama.

[removed: International] [added: We receive international] site leasing revenues [removed: are received] primarily from Oi S.A., Telefonica, Claro, Digicel, [removed: TIM,] and [removed: NII Holdings.][added: TIM.]

Tenant leases in our Central [removed: America] [added: American] and [removed: Brazil] [added: South American] markets typically have an initial term of [removed: 10] [added: ten] years with [removed: 5-year] [added: multiple five year] renewal periods.

In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in [removed: Brazil] [added: South America] typically escalate in accordance with a standard cost of living index.

[removed: These site] [added: Site] leases [added: in South America] typically provide for a fixed rental amount and a pass-through charge for [removed: a portion of] the underlying ground lease rent.

Our ground leases in Canada, Central America and [removed: Brazil] [added: South America] generally have similar terms and conditions as those in the United States, except that the annual [removed: escalator] [added: escalators] in [removed: Brazil is] [added: our South American ground leases are] based on a cost of living index.

Accordingly, our expansion in these markets is primarily driven by (i) wireless service providers seeking to increase the quality and coverage of their networks, (ii) [removed: consumers’] increased [removed: use of high] [added: consumer mobile] data [removed: applications,] [added: traffic,] such as [removed: email, internet access,] [added: media streaming,] mobile [removed: device applications,] [added: apps] and [removed: video,] [added: games, web browsing,] and [added: email, and] (iii) incremental spectrum auctions, which have resulted in new market entrants, as well as incremental voice and data network deployments.

Since we first entered [removed: Brazil in 2012,] [added: the Central and South American markets,] we have built or acquired [removed: 6,927] [added: 9,430] towers and continue to expand in [removed: that country] [added: these markets] to respond to [removed: a] growing [removed: demand there.][added: demand.]

In our new build program, we construct tower structures [added: (1)] in locations that [removed: were] [added: are] strategically chosen by us or [added: (2)] under build-to-suit arrangements.

[removed: We] [added: Under these arrangements, we] retain ownership of the tower structure and the exclusive right to co-locate additional tenants.

During [removed: 2015,] [added: 2016,] we intend to build between [removed: 575] [added: 590] and [removed: 595] [added: 610] new tower structures, domestically and internationally.

[removed: Site] [added: We earn site] development services revenues [removed: are earned] primarily from [removed: providing a] [added: the] full range of end to end services [added: we provide] to wireless service providers or companies providing development or project management services to wireless service providers.

Our services include: (1) [added: network pre-design; (2)] site audits; [removed: (2)] [added: (3)] identification of potential locations for towers and antennas; [removed: (3) modification of lease agreements to add equipment to existing structures;] (4) support in buying or leasing of the location; (5) [added: assistance in] obtaining zoning approvals and permits; (6) tower [removed: structure] [added: and related site] construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance.

For financial information about our operating segments, please see Note [removed: 20] [added: 18] of our Consolidated Financial Statements included in this Form 10-K.

We believe that growing wireless traffic (particularly data and video), the deployment of additional spectrum, and technology advancements will require wireless service providers to improve their network infrastructure and increase their network capacity resulting in an increase in the number of towers that they [removed: use] [added: utilize] and [removed: an increase in] [added: additions and changes to] the [removed: amount of] equipment they deploy at existing towers.

| | · | | As wireless [removed: data usage grows rapidly,] [added: traffic continues to grow,] carriers are investing to increase the capacity of their networks; and we believe that the continued capacity increases will require our customers to add large numbers of additional cell sites and additional [added: new] equipment at current cell sites. |

| | · | | Spectrum licensed by the Federal Communications Commission [removed: in 2006 and 2008] [added: (the “FCC”)] has enabled continued network development. We expect [removed: this] [added: the deployment of currently fallow spectrum] and the potential availability of additional spectrum through [removed: several completed and] [added: a] planned government [removed: auctions in 2015 and beyond] [added: auction] to drive continued network development in the U.S. |

| | · | | Consumers are increasing their use of wireless data services due to expansion of wireless data applications, such as [removed: email, web browsing,] [added: video,] mobile apps and games, [added: web browsing, email and] social networking, [removed: music] and [removed: video, and] continued wireline to wireless migration. Wireless devices [removed: are trending toward more bandwidth intensive devices] such as smartphones, [added: tablets,] laptops, [removed: netbooks, tablets] and other emerging and embedded [removed: devices.] [added: devices continue to trend toward being more bandwidth-intensive.] As a result, according to industry estimates, global mobile data traffic will grow at an approximately [removed: 57%] [added: 53%] compound annual growth rate from [removed: 2014] [added: 2015] to [removed: 2019.] [added: 2020 and will grow at a rate three times faster than non-mobile data traffic over the same period.] |

| | · | | Consumers list network quality as one of the greatest contributors to their dissatisfaction when terminating or changing service. To decrease subscriber churn rate and drive revenue growth, wireless carriers have made substantial capital expenditures on wireless networks to improve service quality and expand coverage. For example, U.S. wireless carriers’ capital expenditures have increased from an estimated [removed: $19.9] [added: $22.9] billion in [removed: 2009] [added: 2010] to an estimated [removed: $32.1] [added: $31.7] billion in [removed: 2014,] [added: 2015,] and we expect capital expenditures in the foreseeable future to remain elevated as wireless carriers continue to improve their networks. |

The long-term [added: and repetitive] nature of the revenue stream of our site leasing business makes it less volatile than our site development business, which is more cyclical.

As of December 31, [removed: 2014,] [added: 2015,] we had an average of 1.8 tenants per tower structure.

During [removed: 2015,] [added: 2016,] we intend to continue to grow our tower portfolio, domestically and internationally, [removed: by 5-10%] through tower acquisitions and the construction of new tower structures.

[removed: Management believes that its] industry expertise and strong relationships with wireless service providers will allow us to expand our position as a leading provider of site leasing and site development services.

As of December 31, [removed: 2014,] [added: 2015,] approximately 73% of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases, including renewal options under our control, was 33 years.

As of December 31, [removed: 2014,] [added: 2015,] approximately [removed: 5.0%] [added: 5.8%] of our tower structures have ground leases maturing in the next 10 years.

| Percentage of Total Revenues | | | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] |

| Sprint [removed: (1)] | | | | [removed: 23.4%] [added: 19.6%] | | [removed: 25.0%] [added: 23.4%] | | [removed: 23.9%] [added: 25.0%] |

We believe that our

| AT&T Wireless | NII Holdings | Sprint |

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

New tower construction also requires approval from the state or local governing

Increased expansion activity in international markets has resulted in our international site leasing revenues exceeding 10% of our total revenues.

Additionally, since we first entered Costa Rica in 2010, spectrum auctions significantly increased demand for antenna space.

Since we entered this market, we have built or acquired 499 towers to respond to that demand and plan to continue our expansion.

| | · | | We have seen, and anticipate there could be other, new entrants into the wireless communications industry that could deploy regional or national wireless networks for voice and data services. |

(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.

| AT&T Wireless | Nexius | Sprint Nextel |

| Globalive | Overland Contracting | Verizon Wireless |

For the fiscal year ended December 31, [removed: 2014][added: 2015]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $13.1] [added: $14.5] billion as of June 30, [removed: 2014.][added: 2015.]

The number of shares outstanding of the Registrant’s common stock (as of February 19, [removed: 2015):] [added: 2016):] Class A common stock — [removed: 129,175,989][added: 125,257,417]

Portions of the Registrant’s definitive proxy statement for its [removed: 2015] [added: 2016] annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, [removed: 2014,] [added: 2015,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 23] [added: 22] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#Item7A) | [removed: 45] [added: 44] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8) | [removed: 48] [added: 47] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9) | [removed: 48] [added: 47] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#Item9A) | [removed: 48] [added: 47] |

| ITEM 9B. | [OTHER INFORMATION](#Item9B) | [removed: 51] [added: 50] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 51] [added: 50] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 51] [added: 50] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 51] [added: 50] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 52] [added: 50] |

| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 52] [added: 50] |

| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 52] [added: 50] |

| [SIGNATURES](#Signatures) | | [removed: 57] [added: 55] |

10-K 1 sbac-20151231x10k.htm 10-K

| 8051 Congress Avenue | |

10-K 1 sbac-20141231x10k.htm 10-K

| 5900 Broken Sound Parkway NW | |

[removed: We are headquartered] [added: On November 1, 2013, we purchased a new headquarters] in Boca Raton, Florida where we currently [removed: lease] [added: own] approximately [removed: 103,000] [added: 160,000] square feet of office [removed: space in multiple buildings.][added: space.]

[removed: For the year ended] [added: As of] December 31, [removed: 2014,] [added: 2015,] approximately 73% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

[removed: Land] [added: Ground] leases [added: are] generally [removed: have] [added: for] an initial term of five years [added: or more] with five or more additional automatic renewal periods of five years, for a total of thirty years or more.

These leases expire at different dates extending through February 28, 2022.

In addition, on November 1, 2013, we purchased a new headquarters in Boca Raton, Florida where we currently own approximately 160,000 square feet of office space.

As of February 19, [removed: 2015,] [added: 2016,] there were [removed: 85] [added: 92] record holders of our Class A common stock.

[removed: (1)Included] [added: (2)Included] in the number of securities in column (a) is [removed: 295,093] [added: 277,153] restricted stock units, which have no exercise price.

The weighted average exercise price of outstanding options, [removed: warrants] [added: warrants,] and rights (excluding restricted stock units) is [removed: $73.89.][added: $90.15.]

[removed: (2)This] [added: (1)This] plan has been terminated, and we are no longer eligible to issue shares pursuant to the plan.

| Quarter ended December 31, 2015 | | $ | 121.45 | | $ | 100.12 |

| Quarter ended September 30, 2015 | | $ | 128.47 | | $ | 102.65 |

| Quarter ended June 30, 2015 | | $ | 124.98 | | $ | 111.58 |

| Quarter ended March 31, 2015 | | $ | 126.65 | | $ | 107.53 |

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of 2015:

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

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

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

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

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

| 10/1/2015 - 10/31/2015 | | — | | $ | — | | — | | $ | 750,002,750 |

| 11/1/2015 - 11/30/2015 | | 184,215 | | $ | 103.86 | | 184,215 | | $ | 730,869,600 |

| 12/1/2015 - 12/31/2015 | | 297,781 | | $ | 103.66 | | 297,781 | | $ | 700,002,810 |

| Total | | 481,996 | | $ | 103.74 | | 481,996 | | $ | 700,002,810 |

| | (1) | | On June 4, 2015, we announced a new $1.0 billion stock repurchase plan. This plan authorizes us to purchase from time to time our outstanding common stock through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion. Shares purchased will be retired. This plan has no time deadline and will continue until otherwise modified or terminated by our Board at any time in our sole discretion. |

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| 2001 Plan (1) | | 346 | | | $ | 29.97 | | | — | |

| 2010 Plan | | 3,724 | (2) | | $ | 83.45 | | | 10,188 | |

| Total | | 4,070 | | | $ | 78.90 | | | 10,188 | |

| Quarter ended December 31, 2013 | | $ | 92.21 | | $ | 76.77 |

| Quarter ended September 30, 2013 | | $ | 80.65 | | $ | 71.10 |

| Quarter ended June 30, 2013 | | $ | 82.31 | | $ | 70.55 |

| Quarter ended March 31, 2013 | | $ | 74.04 | | $ | 66.68 |

| 2001 Plan | | 507 | | | $ | 28.39 | | | — | (2) |

| 2010 Plan | | 3,065 | (1) | | $ | 66.77 | (1) | | 11,290 | |

| Total | | 3,572 | | | $ | 61.33 | | | 11,290 | |

The following table sets forth selected historical financial data as of and for each of the five years in the period ended December 31, [removed: 2014.][added: 2015.]

The financial data for the fiscal years ended [added: 2015,] 2014, 2013, 2012, [removed: 2011,] and [removed: 2010] [added: 2011] have been derived from our audited consolidated financial statements.

| | | [added: 2015 | | |] 2014 | | | 2013 | | | 2012 | | | 2011 | | [removed: | 2010 | |]

| Site leasing | | $ | [removed: 1,360,202] [added: 1,480,634] | | $ | [removed: 1,133,013] [added: 1,360,202] | | $ | [removed: 846,094] [added: 1,133,013] | | $ | [removed: 616,294] [added: 846,094] | | $ | [removed: 535,444] [added: 616,294] |

| Site development | | | [added: 157,840 | | |] 166,794 | | | 171,853 | | | 107,990 | | | 81,876 | [removed: | | 91,175 |]

| Total revenues | | | [added: 1,638,474 | | |] 1,526,996 | | | 1,304,866 | | | 954,084 | | | 698,170 | [removed: | | 626,619 |]

| Cost of site leasing | | | [added: 324,655 | | |] 301,313 | | | 270,772 | | | 188,951 | | | 131,916 | [removed: | | 119,141 |]

| Cost of site development | | | [added: 119,744 | | |] 127,172 | | | 137,481 | | | 90,556 | | | 71,005 | [removed: | | 80,301 |]

| Selling, general, and administrative | | | [added: 114,951 | | |] 103,317 | | | 85,476 | | | 72,148 | | | 62,828 | [removed: | | 58,209 |]

| Acquisition related adjustments and expenses | | | [added: 11,864 | | |] 7,798 | | | 19,198 | | | 40,433 | | | 7,144 | [removed: | | 10,106 |]

| Asset impairment and decommission costs | | | [added: 94,783 | | |] 23,801 | | | 28,960 | | | 6,383 | | | 5,472 | [removed: | | 5,862 |]

| Depreciation, accretion, and amortization | | | [added: 660,021 | | |] 627,072 | | | 533,334 | | | 408,467 | | | 309,146 | [removed: | | 278,727 |]

| Total operating expenses | | | [added: 1,326,018 | | |] 1,190,473 | | | 1,075,221 | | | 806,938 | | | 587,511 | [removed: | | 552,346 |]

| Operating income | | | [added: 312,456 | | |] 336,523 | | | 229,645 | | | 147,146 | | | 110,659 | [removed: | | 74,273 |]

| Interest income | | | [added: 3,894 | | |] 677 | | | 1,794 | | | 1,128 | | | 136 | [removed: | | 432 |]

| Interest expense | | | [added: (322,366) | | |] (292,600) | | | (249,051) | | | (196,241) | | | (160,896) | [removed: | | (149,921) |]

| Non-cash interest expense | | | [added: (1,505) | | |] (27,112) | | | (49,085) | | | (70,110) | | | (63,629) | [removed: | | (60,070) |]

| Amortization of deferred financing fees | | | [added: (19,154) | | |] (17,572) | | | (15,560) | | | (12,870) | | | (9,188) | [removed: | | (9,099) |]

| Loss from extinguishment of debt, net | | | [added: (783) | | |] (26,204) | | | (6,099) | | | (51,799) | | | (1,696) | [removed: | | (49,060) |]

| Other income (expense) | | | [added: (139,137) | | |] 10,628 | | | 31,138 | | | 5,654 | | | (165) | [removed: | | 29 |]

| Total other expense | | | [added: (479,051) | | |] (352,183) | | | (286,863) | | | (324,238) | | | (235,438) | [removed: | | (267,689) |]

| Loss before provision for income taxes | | | [added: (166,595) | | |] (15,660) | | | (57,218) | | | (177,092) | | | (124,779) | [removed: | | (193,416) |]

| [removed: Benefit (provision)] [added: (Provision) benefit] for income taxes | | | [added: (9,061) | | |] (8,635) | | | 1,309 | | | (6,594) | | | (2,113) | [removed: | | (1,005) |]

| Net loss from continuing operations | | | [added: (175,656) | | |] (24,295) | | | (55,909) | | | (183,686) | | | (126,892) | [removed: | | (194,421) |]

| Income from discontinued operations, net of income taxes | | | — | | | — | | | [removed: 2,296] [added: —] | | | [removed: —] [added: 2,296] | | | — |

| Net loss | | | [added: (175,656) | | |] (24,295) | | | (55,909) | | | (181,390) | | | (126,892) | [removed: | | (194,421) |]

| Net [removed: loss (income)] [added: income] attributable to the | | | | | | | | | | | | | | | |

| noncontrolling interest | | | — | | | — | | | [removed: 353] [added: —] | | | [removed: 436] [added: 353] | | | [removed: (253)] [added: 436] |

| Net loss attributable to SBA Communications Corporation | | $ | [removed: (24,295)] [added: (175,656)] | | $ | [removed: (55,909)] [added: (24,295)] | | $ | [removed: (181,037)] [added: (55,909)] | | $ | [removed: (126,456)] [added: (181,037)] | | $ | [removed: (194,674)] [added: (126,456)] |

| Loss from continuing operations | | $ | [removed: (0.19)] [added: (1.37)] | | $ | [removed: (0.44)] [added: (0.19)] | | $ | [removed: (1.53)] [added: (0.44)] | | $ | [removed: (1.14)] [added: (1.53)] | | $ | [removed: (1.68)] [added: (1.14)] |

| Income from discontinued operations | | | — | | | — | | | [removed: 0.02] [added: —] | | | [removed: —] [added: 0.02] | | | — |

| Net loss per common share | | $ | [removed: (0.19)] [added: (1.37)] | | $ | [removed: (0.44)] [added: (0.19)] | | $ | [removed: (1.51)] [added: (0.44)] | | $ | [removed: (1.14)] [added: (1.51)] | | $ | [removed: (1.68)] [added: (1.14)] |

| Basic and diluted weighted avg. number of common shares | | | [added: 127,794 | | |] 128,919 | | | 127,769 | | | 120,280 | | | 111,595 | [removed: | | 115,591 |]

| Cash and cash equivalents | | $ | [removed: 39,443] [added: 118,039] | | $ | [removed: 122,112] [added: 39,443] | | $ | [removed: 233,099] [added: 122,112] | | $ | [removed: 47,316] [added: 233,099] | | $ | [removed: 64,254] [added: 47,316] |

| Restricted cash - current [removed: (1)] | | | [added: 25,353 | | |] 52,519 | | | 47,305 | | | 27,708 | | | 22,266 | [removed: | | 29,456 |]

| Short-term investments | | | [added: 706 | | |] 5,549 | | | 5,446 | | | 5,471 | | | 5,773 | [removed: | | 4,016 |]

| Property and equipment, net | | | [added: 2,782,353 | | |] 2,762,417 | | | 2,578,444 | | | 2,671,317 | | | 1,583,393 | [removed: | | 1,534,318 |]

| Intangibles, net | | | [added: 3,735,413 | | |] 4,189,540 | | | 3,387,198 | | | 3,134,133 | | | 1,639,784 | [removed: | | 1,500,012 |]

| Total assets | | | [added: 7,403,215 | | |] 7,841,125 | | | 6,783,188 | | | 6,615,911 | | | 3,606,399 | [removed: | | 3,400,175 |]

| Total debt | | | [added: 8,542,305 | | |] 7,860,799 | | | 5,876,607 | | | 5,356,103 | | | 3,354,485 | [removed: | | 2,827,450 |]

| | | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |

| | | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |

| | (1) | | Restricted cash of $52.5 million as of December 31, 2014 consisted of $52.1 million related to the Tower Securities loan requirements and $0.4 million related to surety bonds issued for our benefit. Restricted cash of $47.3 million as of December 31, 2013 consisted of $46.4 million related to the Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit. Restricted cash of $27.7 million as of December 31, 2012 consisted of $26.8 million related to the Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit. Restricted cash of $22.3 million as of December 31, 2011 consisted of $21.4 million related to Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit. Restricted cash of $29.5 million as of December 31, 2010 consisted of $28.6 million related to Tower Securities loan requirements and $0.9 million related to surety bonds issued for our benefit. 22 |

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Financial statements and supplementary data are on pages F-1 through [removed: F-40.][added: F-38.]

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2014,] [added: 2015,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2014,] [added: 2015,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the [removed: year] [added: quarter] ended December 31, [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]

[removed: Our system of internal control over financial reporting includes those] policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of SBAC; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SBAC are being made only in accordance with authorizations of management and directors of SBAC; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SBAC’s assets that could have a material effect on the financial statements.

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] based upon criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2014] [added: 2015] based on the criteria in Internal Control – Integrated Framework (2013 Framework) issued by COSO.

Ernst & Young LLP, the independent registered [removed: certified] public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on SBAC’s internal control over financial reporting.

We have audited SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, SBA Communications Corporation and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] 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, [removed: 2014] [added: 2015] of SBA Communications Corporation and Subsidiaries and our report dated [removed: March 2, 2015] [added: February 26, 2016] expressed an unqualified opinion thereon.

Our system of internal control over financial reporting includes those

February 26, 2016

March 2, 2015

Item 5.02(e)

On December 7, 2015, we entered into amended and restated employment agreements with each of Brendan Cavanagh, Executive Vice President and Chief Financial Officer, Thomas P.

Hunt, Executive Vice President, General Counsel and Chief Administrative Officer, and Kurt L.

Bagwell, Executive Vice President and President of International.

The prior employment agreements with each of Messrs.

Cavanagh, Hunt and Bagwell were set to expire by their terms on December 31, 2015.

The amended and restated employment agreements, which provide for each of Messrs.

Cavanagh, Hunt and Bagwell to continue to serve in their present positions, became effective on December 31, 2015 and expire on December 31, 2018.

All other material terms of the employment agreements remained the same.

(e) On October 30, 2014, we entered into an employment agreement with Jeffrey A.

Stoops, our President and Chief Executive Officer.

The agreement replaces his existing employment agreement entered into with him on July 1, 2011, which would have expired on December 31, 2014.

The new employment agreement provides for Mr. Stoops to serve in his present position and expires on December 31, 2017.

Pursuant to the employment agreement, Mr. Stoops will receive an annual base salary of $700,000, which may be increased by the Board of Directors.

In addition, Mr. Stoops will receive an annual bonus based on achievement of performance criteria established by the Compensation Committee of the Board of Directors.

Mr. Stoops is eligible to receive a target bonus of 125% of base salary for 2014, and in subsequent years, the Compensation Committee will set Mr. Stoops’ target bonus, which may be greater or less than 125% of Mr. Stoops’ base salary for that year.

The employment agreement provides that upon termination of Mr. Stoops’ employment without cause, or Mr. Stoops’ resignation for good reason, Mr. Stoops is entitled to receive (i) an amount equal to the Applicable Multiple (as defined below) times the sum of his: (a) base salary for the year in which the termination or resignation occurs, (b) Reference Bonus (as defined below) and (c) Reference Benefits Value (as defined below), and (ii) a pro rata portion of the bonus for the year in which the termination or resignation occurs.

The severance payments will be paid in a lump sum on the first business day of the third calendar month following the calendar month in which the termination or resignation is effective.

The Applicable Multiple means two, in the event the termination occurs prior to a change in control, and three, in the event the termination occurs on or after a change in control.

Reference Benefits Value means the greater of (1) $33,560 and (2) the value of all medical, dental, health, life, and other fringe benefit plans for the year in which the termination or resignation occurs.

Reference Bonus means the greater of (i) 75% of Mr. Stoops’ target bonus for the year in which the termination or resignation occurs and (ii) 100% of the bonus for the year immediately preceding the year in which the termination or resignation occurred.

Upon a change in control, the agreement is automatically extended for three years.

The employment agreement provides for noncompetition, noninterference, non-disparagement and nondisclosure covenants.

Mr. Stoops’ severance payment is subject to his execution of a full release and waiver of claims against us.

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders to be filed on or before April [removed: 30, 2015.][added: 29, 2016.]

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders to be filed on or before April [removed: 30, 2015.][added: 29, 2016.]

The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders to be filed on or before April [removed: 30, 2015.][added: 29, 2016.]

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders to be filed on or before April [removed: 30, 2015.][added: 29, 2016.]

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Shareholders to be filed on or before April [removed: 30, 2015.][added: 29, 2016.]

| [removed: 3.5A] [added: 3.6] | | Amended and Restated Bylaws of SBA Communications Corporation, effective as of [removed: January 16, 2012.] [added: July 28, 2015.] | | 8-K | | [removed: 02/01/12] [added: 07/31/15] |

| 4.15A | | Form of Senior Indenture. | | S-3ASR [removed: (333-179737)] [added: (333-202477)] | | [removed: 02/27/12] [added: 03/03/15] |

| 4.16A | | Form of Subordinated Indenture. | | S-3ASR [removed: (333-179737)] [added: (333-202477)] | | [removed: 02/27/12] [added: 03/03/15] |

| 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 [removed: agent.*] [added: agent.] | | [added: 10-K] | | [added: Year ended December 31, 2014] |

| 10.35F | | Employment Agreement, dated October 30, 2014, between SBA Communications Corporation and Jeffrey A. [removed: Stoops.†*] [added: Stoops.†] | | [added: 10-K] | | [added: Year ended December 31, 2014] |

| [removed: 10.57C] [added: 10.57D] | | Amended and Restated Employment Agreement, dated as of [removed: July 30, 2012,] [added: December 7, 2015,] between SBA Communications Corporation and Kurt L. [removed: Bagwell.†] [added: Bagwell.†*] | | [removed: 10-Q] | | [removed: Quarter ended June 30, 2012] |

| [removed: 10.58C] [added: 10.58D] | | Amended and Restated Employment Agreement, dated as of [removed: July 30, 2012,] [added: December 7, 2015,] between SBA Communications Corporation and Thomas P. [removed: Hunt.†] [added: Hunt.†*] | | [removed: 10-Q] | | [removed: Quarter ended June 30, 2012] |

| [removed: 10.85B] [added: 10.85C] | | Amended and Restated Employment Agreement, dated as of [removed: July 30, 2012,] [added: December 7, 2015,] between SBA Communications Corporation and Brendan T. [removed: Cavanagh.†] [added: Cavanagh.†*] | | [removed: 10-Q] | | [removed: Quarter ended June 30, 2012] |

| /s/ Steven E. Bernstein | Chairman of the Board of Directors | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Jeffrey A. Stoops | Chief Executive Officer and President | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Brendan T. Cavanagh | Chief Financial Officer and Executive Vice President | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Brian C. Carr | Director | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Duncan H. Cocroft | Director | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ George R. Krouse Jr. | Director | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Jack Langer | Director | [removed: March 2, 2015] [added: February 26, 2016] |

| /s/ Kevin L. Beebe | Director | [removed: March 2, 2015] [added: February 26, 2016] |

| [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013](#BS)] [added: 2014](#BS)] | F-2 |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#IS)] [added: 2013](#IS)] | F-3 |

| [Consolidated Statements of Comprehensive Loss for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#CI)] [added: 2013](#CI)] | F-4 |

| [Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, [added: 2015,] 2014, [removed: 2013] and [removed: 2012](#SE)] [added: 2013](#SE)] | F-5 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#CF)] [added: 2013](#CF)] | F-6 |

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] 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, [removed: 2014.][added: 2015.]

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, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014,] [added: 2015,] 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, [removed: 2014,] [added: 2015,] 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 [removed: March 2, 2015] [added: February 26, 2016] expressed an unqualified opinion thereon.

| | | [added: 2015 | | |] 2014 | | | 2013 | |

| Cash and cash equivalents | | $ | [removed: 39,443] [added: 118,039] | | $ | [removed: 122,112] [added: 39,443] |

| Restricted cash | | | [removed: 52,519] [added: 25,353] | | | [removed: 47,305] [added: 52,519] |

| Short-term investments | | | [removed: 5,549] [added: 706] | | | [removed: 5,446] [added: 5,549] |

| Accounts receivable, net of allowance of [removed: $889] [added: $1,681] and [removed: $686] [added: $889] | | | | | | |

| at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013,] [added: 2014,] respectively | | | [removed: 104,268] [added: 83,326] | | | [removed: 71,339] [added: 104,268] |

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 30,078] [added: 16,934] | | | [removed: 27,864] [added: 30,078] |

| Prepaid expenses and other current assets | | | [removed: 95,031] [added: 49,602] | | | [removed: 69,586] [added: 95,031] |

| Total current assets | | | [removed: 326,888] [added: 293,960] | | | [removed: 343,652] [added: 326,888] |

| Property and equipment, net | | | [removed: 2,762,417] [added: 2,782,353] | | | [removed: 2,578,444] [added: 2,762,417] |

| Intangible assets, net | | | [removed: 4,189,540] [added: 3,735,413] | | | [removed: 3,387,198] [added: 4,189,540] |

| Deferred financing fees, net | | | [removed: 95,237] [added: 94,152] | | | [removed: 73,042] [added: 95,237] |

| Other assets | | | [removed: 467,043] [added: 497,337] | | | [removed: 400,852] [added: 467,043] |

| Total assets | | $ | [removed: 7,841,125] [added: 7,403,215] | | $ | [removed: 6,783,188] [added: 7,841,125] |

| LIABILITIES AND SHAREHOLDERS' [removed: EQUITY (DEFICIT)] [added: DEFICIT] | | | | | | |

| 10.5 | | Incremental Term Loan B-2 Amendment, dated as of June 10, 2015, among SBA Senior Finance II LLC, as borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative agent. | | 10-Q | | Quarter ended June 30, 2015 |

| 10.6 | | Purchase Agreement, dated October 6, 2015, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto. | | 8-K | | 10/09/15 |

| 10.12A | | First Loan and Security Agreement Supplement and Amendment, dated as of October 14, 2015, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee. | | 8-K | | 10/20/15 |

| Date: | February 26, 2016 |

| /s/ Mary S. Chan | Director | February 26, 2016 |

| Mary S. Chan | | |

| | | |

February 26, 2016

| | | 2015 | | | 2014 | |

| Net loss | | — | | | — | | | — | | | (175,656) | | | — | | | (175,656) |

| stock purchase/option plans | | 591 | | | 6 | | | 21,604 | | | — | | | — | | | 21,610 |

| Settlement of common stock warrants | | — | | | — | | | (150,874) | | | — | | | — | | | (150,874) |

| Repurchase and retirement of common stock | | (3,982) | | | (40) | | | — | | | (450,033) | | | — | | | (450,073) |

| BALANCE, December 31, 2015 | | 125,743 | | $ | 1,257 | | $ | 1,962,713 | | $ | (3,168,069) | | $ | (502,045) | | $ | (1,706,144) |

| Net loss | | $ | (175,656) | | $ | (24,295) | | $ | (55,909) |

| Depreciation, accretion, and amortization | | | 660,021 | | | 627,072 | | | 533,334 |

| Loss on remeasurement of U.S. denominated intercompany loan | | | 178,854 | | | 22,965 | | | — |

| Gain on sale of cost method investments | | | (38,326) | | | (12,461) | | | — |

| Proceeds from sale of cost method investments | | | 89,728 | | | 20,889 | | | — |

| Repurchase and retirement of common stock, inclusive of fees | | | (450,073) | | | — | | | — |

As of December 31, 2015, the Company owned and operated 25,465 towers of which 15,778 are domestic and 9,687 are international.

During the years ended December 31, 2015 and 2014, the Company received proceeds related to the sale or maturity of investments of $89.7 million and $20.9 million, respectively, and recorded gains of $38.3 million and $12.5 million, respectively.

The Company recognized impairment charges of $94.8 million, $23.8 million, and $29.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Refer to Note 3 for further detail of these amounts.

| --- | --- |

Cost of site development revenue includes the cost of

The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities.

Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the temporary differences are expected to reverse.

A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is "more-likely-than-not" that those assets will not be realized.

The Company considers many factors when assessing the likelihood of future realization, including the Company's recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available, the carryforward periods available to the Company for tax reporting purposes and other relevant factors.

The majority of these net operating loss carry-forwards are fully reserved by a valuation allowance.

The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.

The functional currency for the Company’s Central American subsidiaries is the U.S. dollar.

Monetary assets and liabilities of such subsidiaries which are not denominated in U.S. dollars are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year.

Unrealized translation gains and losses are reported as other income/expense in the Consolidated Statement of Operations.

the date of the acquisition.

As of December 31, 2015, the outstanding balance under this agreement was $455.8 million.

The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies.

Under the proposal, the standard would be required to be adopted by public business entities in annual periods beginning on or after December 15, 2017.

Early adoption is permitted but not before interim and annual reporting periods beginning after December 15, 2016.

| | | | | | | |

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

| 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 |

| 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 |

| 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 |

| 10.92 | | 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 |

| Date: | March 2, 2015 |

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

March 2, 2015

| or outstanding | | | — | | | — |

| Net loss from continuing operations | | | (24,295) | | | (55,909) | | | (183,686) |

| Income from discontinued operations, net of income taxes | | | — | | | — | | | 2,296 |

| 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 from continuing operations | | $ | (24,295) | | $ | (55,909) | | $ | (183,686) |

| Income from discontinued operations, net of taxes | | | — | | | — | | | 2,296 |

| Comprehensive loss attributable to noncontrolling interest | | | — | | | — | | | 353 |

| Comprehensive loss attributable to SBA Communications Corporation | | $ | (173,102) | | $ | (92,379) | | $ | (178,731) |

| 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 |

| Equity component related to repurchase of | | | | | | | | | | | | | | | | | |

| convertible debt | | — | | | — | | | (41,569) | | | — | | | — | | | (41,569) |

| acquisitions | | 9,839 | | | 98 | | | 555,280 | | | — | | | — | | | 555,378 |

| Proceeds from sale of common stock | | 6,005 | | | 60 | | | 283,812 | | | — | | | — | | | 283,872 |

| Income from discontinued operations, net of income taxes | | | — | | | — | | | (2,296) |

| 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) |

| Net cash provided by discontinued operations: | | | | | | | | | |

| Operating Activities | | | — | | | — | | | 2,296 |