Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors. Our actual results may differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements” and Item 1A. Risk Factors.

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, and Canada. Our primary business line is our site leasing business, which contributed 98.7% of our total segment operating profit for the year ended December 31, 2016. In our site leasing business, we (1) lease antenna space to wireless service providers on towers that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of December 31, 2016, we owned 26,197 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 5,500 actual or potential towers, approximately 500 of which were revenue producing as of December 31, 2016. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

REIT Conversion

In October 2016, we announced our intention to take the necessary steps to qualify as a REIT for U.S. federal income tax purposes. We refer to this as the REIT conversion. We believe that our business has been operated in a manner that complies with the REIT rules since January 1, 2016, and as a result, we intend to make the election to be subject to tax as a REIT commencing with our taxable year ending December 31, 2016. Because we believe our business is currently operated in a manner that complies with the REIT rules, no further reorganization of our operations is necessary to complete the REIT conversion.

As part of the REIT conversion, effective January 13, 2017, we completed the merger with our predecessor that was approved by our shareholders at a special meeting held on January 12, 2017, and as a result of the merger, we now hold, directly or indirectly through our subsidiaries, the assets held by our predecessor prior to the merger and conduct the existing businesses of our predecessor and its subsidiaries. At the effective time of the merger, all outstanding shares of Class A common stock of our predecessor were converted into a right to receive an equal number of our shares of Class A common stock. Although the REIT rules do not require the completion of this merger, we completed the merger to facilitate our compliance with the REIT rules by ensuring the effective adoption of certain REIT-related ownership limitations and transfer restrictions related to our capital stock.

A REIT is a corporation that qualifies for special treatment for U.S. federal income tax purposes because, among other things, it derives most of its income from real estate-based sources and makes a special election under the Code. We operate as a REIT that principally invests in, and derives most of its income from the ownership, operation and leasing of, towers. As a REIT, we generally will be entitled to a deduction for dividends that we pay and therefore not subject to U.S. federal corporate income tax on that portion of our net income that we distribute to our shareholders. However, we will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through TRSs. These assets and operations currently consist primarily of our site development services and our international operations. Our international operations will continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. We may also be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on our assets and operations.

As a REIT, we will generally be required to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders. In addition to the REIT distribution requirements, our determination as to the timing and amount of future dividend distributions will be based on a number of factors, including investment opportunities around our core business, the availability of our existing federal NOLs of approximately $1.1 billion as of December 31, 2016 that are attributes of the REIT, our financial condition, earnings, debt covenants, and other possible uses of such funds. We may use these NOLs to offset our REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized. We do not expect that we will be required to make any distribution of accumulated earnings and profits (commonly referred to as a “purging” dividend) in connection with our REIT conversion.

Site Leasing Services

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 South America. Site leasing revenues are received primarily from wireless service provider tenants, including AT&T, Sprint, T-Mobile, Verizon Wireless, Oi S.A., Telefonica, Claro, and TIM. Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site. In the United States and Canada, our tenant leases are generally for an initial term of five to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases in our Central American and South American markets typically have an initial term of ten years with 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 South America escalate in accordance with a standard cost of living index. Site leases in South America typically provide for a fixed rental amount and a pass through charge for the underlying ground lease rent.

In our Central American markets and Ecuador, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, most of our ground leases, tenant leases, and tower-related expenses are due and paid in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In our Brazilian, Canadian, and Chilean operations, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in local currency.

Cost of site leasing revenue primarily consists of:

Rental payments on ground leases and other underlying property interests;
Straight-line rent adjustment for the difference between rental payments made and the expense recorded as if the payments had been made evenly throughout the lease term (which may include renewal terms) of the underlying property interests;
Property taxes;
Site maintenance and monitoring costs (exclusive of employee related costs);
Utilities;
Property insurance; and
Deferred lease origination cost amortization.

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 2-3% annually, or in our South American markets, adjust in accordance with a standard cost of living index. As of December 31, 2016, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 18 of our Consolidated Financial Statements included in this annual report.




	For the year ended

Segment operating profit as a percentage of total	2016		2015		2014

Domestic site leasing		83.6%		82.4%		82.8%
International site leasing		15.1%		14.4%		13.5%
Total site leasing		98.7%		96.8%		96.3%

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements. During 2017, we expect organic site leasing revenue in both our domestic and international segments to be consistent with our growth in 2016. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology (e.g. iDEN).

Site Development Services

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development services revenues are earned primarily from providing a full range of end to end services to

wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.

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

Capital Allocation Strategy

Our capital allocation strategy is to prioritize investment in quality assets that meet our return criteria and then stock repurchases when we believe our stock price is below its intrinsic value. A primary goal of our capital allocation strategy is to increase our Adjusted Funds From Operations per share. To achieve this, we expect we would continue to deploy capital between portfolio growth and stock repurchases, subject to compliance with REIT distribution requirements, available funds and market conditions, while maintaining our target leverage levels. Key elements of our capital allocation strategy include:

Portfolio Growth. We intend to continue to grow our tower portfolio, domestically and internationally, through tower acquisitions and the construction of new towers.

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

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, 2016, 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 revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

Revenue Recognition and Accounts Receivable

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

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

Revenue from construction projects is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because

management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. The asset “costs and estimated earnings in excess of billings on uncompleted contracts” represents costs incurred and revenues recognized in excess of amounts billed. The liability “billings in excess of costs and estimated earnings on uncompleted contracts,” included within other current liabilities on our Consolidated Balance Sheets, represents billings in excess of costs incurred and revenues recognized. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.

We perform periodic credit evaluations of our customers. 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 past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable.

Asset Impairment

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

We record an impairment charge when we believe an investment in towers or related assets has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower and related intangible. If the future undiscounted cash flows are lower than the carrying value of the investment in the tower and related intangible, we calculate future discounted cash flows and compare those amounts to the carrying value. We record an impairment charge for any amounts lower than the carrying value. Estimates and assumptions inherent in the impairment evaluation include, but are not limited to, general market and economic conditions, historical operating results, geographic location, lease-up potential, and expected timing of lease-up. In addition, we make certain assumptions in determining an asset’s fair value for the purpose of calculating the amount of an impairment charge.

Business Combinations

We account for business combinations under the acquisition method of accounting. The assets and liabilities we acquire are recorded at fair market value at the date of each acquisition and the results of operations of the acquired assets are included with our results of operations from the dates of the respective acquisitions. We continue to evaluate all acquisitions for a period not to exceed one year after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed as a result of information available at the acquisition date. The intangible assets represent the value associated with the current leases at the acquisition date (“Current contract intangibles”) and future tenant leases anticipated to be added to the communication sites (“Network location intangibles”) and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have a useful life consistent with the useful life of the related communication site assets, which is typically 15 years.

In connection with certain acquisitions, we may agree to pay contingent consideration (or earnouts) 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. We accrue for contingent consideration in connection with acquisitions at fair value as of the date of the acquisition. All subsequent changes in fair value of contingent consideration are recorded through Consolidated Statements of Operations.

In September 2015, the FASB issued ASU 2015-16 Business Combinations. The standard requires that the acquirer (1) recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, (2) record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, and (3) to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted ASU 2015-16 effective January 1, 2016. The financial statement impact of adopting this standard was not material for all periods presented.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business. The standard provides guidance to help entities determine whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The standard is required to be applied prospectively. We are evaluating the standard, including the impact on its consolidated financial statements.

RESULTS OF OPERATIONS

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

Year Ended 2016 Compared to Year Ended 2015

Revenues and Segment Operating Profit:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

Revenues	(in thousands)
Domestic site leasing	$	1,273,866	$	1,236,758	$	—	$	37,108		3.0%
International site leasing		264,204		243,876		(10,305)		30,633		12.6%
Site development		95,055		157,840		—		(62,785)		(39.8%)
Total	$	1,633,125	$	1,638,474	$	(10,305)	$	4,956		0.3%
Cost of Revenues
Domestic site leasing	$	260,941	$	252,493	$	—	$	8,448		3.3%
International site leasing		81,274		72,162		(3,599)		12,711		17.6%
Site development		78,682		119,744		—		(41,062)		(34.3%)
Total	$	420,897	$	444,399	$	(3,599)	$	(19,903)		(4.5%)
Operating Profit
Domestic site leasing	$	1,012,925	$	984,265	$	—	$	28,660		2.9%
International site leasing		182,930		171,714		(6,706)		17,922		10.4%
Site development		16,373		38,096		—		(21,723)		(57.0%)

Revenues

Domestic site leasing revenues increased $37.1 million for the year ended December 31, 2016, as compared to the prior year, due largely to (i) revenues from 951 towers acquired and 183 towers built since January 1, 2015 and (ii) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals in 2015 primarily related to carrier consolidation, including Sprint’s iDEN network, which impacted our year-over-year growth rates during 2016.

International site leasing revenues increased $20.3 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $30.6 million. These changes were primarily due to (i) revenues from 473 towers acquired and 640 towers built since January 1, 2015, (ii) organic site leasing growth from new leases and contractual escalators, and (iii) an increase in reimbursable pass-through expenses. Site leasing revenue in Brazil represented 11.6% of total site leasing revenue for the period. No other individual international market represented more than 3% of our total site leasing revenue.

Site development revenues decreased $62.8 million for the year ended December 31, 2016, as compared to the prior year, as a result of a decrease in the volume of work performed, particularly as it related to Sprint.

Operating Profit

Domestic site leasing segment operating profit increased $28.7 million for the year ended December 31, 2016, as compared to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2015 and organic site leasing growth as noted above, (ii) continued control of our site leasing cost of revenue, and (iii) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $11.2 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $17.9 million. These changes were primarily due to towers acquired and built since January 1, 2015 and organic site leasing growth as noted above, partially offset by increases in cost of revenues.

Site development segment operating profit decreased $21.7 million for the year ended December 31, 2016, as compared to the prior year, primarily due to a decrease in the volume of work performed, particularly as it related to Sprint.

Selling, General, and Administrative Expenses:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	72,701	$	67,413	$	—	$	5,288		7.8%
International site leasing		35,897		16,196		(343)		20,044		123.8%
Total site leasing	$	108,598	$	83,609	$	(343)	$	25,332		30.3%
Site development		13,039		12,247		—		792		6.5%
Not identified by segment		21,712		19,095		—		2,617		13.7%
Total	$	143,349	$	114,951	$	(343)	$	28,741		25.0%

Selling, general, and administrative expenses increased $28.4 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $28.7 million. These changes were primarily as a result of the $16.5 million Oi reserve recorded in the second quarter of 2016 as well as increases in REIT conversion related costs, bad debt expense, non-cash compensation, and other support costs due in large part to our continued portfolio expansion.

Acquisition Related Adjustments and Expenses:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	6,233	$	9,975	$	—	$	(3,742)		(37.5%)
International site leasing		6,907		1,889		(107)		5,125		271.3%
Total	$	13,140	$	11,864	$	(107)	$	1,383		11.7%

Acquisition related adjustments and expenses increased $1.3 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, acquisition related adjustments and expenses increased $1.4 million. These changes were primarily as a result of an increase in the number of international towers we acquired and changes in our estimated pre-acquisition contingencies as compared to the prior year, partially offset by a decrease in the number of domestic towers we acquired.

Asset Impairment and Decommission Costs:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	26,073	$	93,977	$	—	$	(67,904)		(72.3%)
International site leasing		1,824		806		(74)		1,092		135.5%
Total site leasing	$	27,897	$	94,783	$	(74)	$	(66,812)		(70.5%)
Not identified by segment		2,345		—		—		2,345		—%
Total	$	30,242	$	94,783	$	(74)	$	(64,467)		(68.0%)

Asset impairment and decommission costs decreased $64.5 million, on an actual and constant currency basis, for the year ended December 31, 2016, as compared to the prior year. These changes were primarily as a result of a $56.7 million impairment charge recorded in the third quarter of 2015 related to fiber assets acquired in the 2012 Mobilitie transaction, and a $8.9 million gain on the sale of fiber assets recorded in the current year.

Depreciation, Accretion, and Amortization Expense:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	509,108	$	534,436	$	—	$	(25,328)		(4.7%)
International site leasing		119,466		118,886		(4,767)		5,347		4.5%
Total site leasing	$	628,574	$	653,322	$	(4,767)	$	(19,981)		(3.1%)
Site development		3,402		3,662		—		(260)		(7.1%)
Not identified by segment		6,213		3,037		—		3,176		104.6%
Total	$	638,189	$	660,021	$	(4,767)	$	(17,065)		(2.6%)

Depreciation, accretion, and amortization expense decreased $21.8 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $17.1 million. These changes were primarily due to a decrease in depreciation associated with assets that became fully depreciated since the prior year, partially offset by additional depreciation associated with the increase in the number of towers we acquired and built since January 1, 2015.

Operating Income (Loss):



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	398,810	$	278,464	$	—	$	120,346		43.2%
International site leasing		18,836		33,937		(1,415)		(13,686)		(40.3%)
Total site leasing	$	417,646	$	312,401	$	(1,415)	$	106,660		34.1%
Site development		(68)		22,187		—		(22,255)		(100.3%)
Not identified by segment		(30,270)		(22,132)		—		(8,138)		36.8%
Total	$	387,308	$	312,456	$	(1,415)	$	76,267		24.4%

Domestic site leasing operating income increased $120.3 million for the year ended December 31, 2016, as compared to the prior year, primarily due to higher segment operating profit and decreases in asset impairment and decommission costs, depreciation, accretion, and amortization expense, and acquisition related adjustments and expenses, partially offset by an increase in selling, general, and administrative expenses.

International site leasing operating income decreased $15.1 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $13.7 million. These changes were primarily due to the $16.5 million Oi reserve recorded in the second quarter of 2016, increases in selling, general, and administrative expenses, acquisition related adjustments and expenses, depreciation, accretion, and amortization expense, and asset impairment and decommission costs, partially offset by higher segment operating profit.

Site development operating income decreased $22.3 million for the year ended December 31, 2016, as compared to the prior year, primarily due to lower segment operating profit and an increase in selling, general, and administrative expenses, partially offset by a decrease in depreciation, accretion, and amortization expense.

Other Income (Expense):



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Interest income	$	10,928	$	3,894	$	(402)	$	7,436		191.0%
Interest expense		(329,171)		(322,366)		5		(6,810)		2.1%
Non-cash interest expense		(2,203)		(1,505)		—		(698)		46.4%
Amortization of deferred financing fees		(21,136)		(19,154)		—		(1,982)		10.3%
Loss from extinguishment of debt, net		(52,701)		(783)		—		(51,918)		6,630.7%
Other income (expense), net		94,278		(139,137)		270,184		(36,769)		26.4%
Total	$	(300,005)	$	(479,051)	$	269,787	$	(90,741)		18.9%

Interest income increased $7.0 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, interest income increased $7.4 million. These changes were primarily due to a higher amount of interest bearing deposits held as compared to the prior year.

Interest expense increased $6.8 million, on an actual and constant currency basis, for the year ended December 31, 2016, as compared to the prior year, due to the higher average principal amount of cash-interest bearing debt outstanding as compared to the prior year, primarily resulting from the issuance of the 2015 Term Loan (defined below) in June 2015, the 2015-1C Tower Securities (defined below) in October 2015, the 2016-1C Tower Securities (defined below) in July 2016, and the 2016 Senior Notes (defined below) in August 2016, partially offset by the repayment of the 2012-1 Term Loan in November 2015, the 2010-2C Tower Securities (defined below) in July 2016, the 5.75% Senior Notes (defined below) in August 2016, and the 5.625% Senior Notes (defined below) in October 2016, and a lower average balance outstanding under the Revolving Credit Facility in the current year.

Non-cash interest expense increased $0.7 million for the year ended December 31, 2016, as compared to the prior year, primarily due to the amortization of the discount related to the 2015 Term Loan (defined below) issued in June 2015 and the 2016 Senior Notes (defined below) issued in August 2016.

Amortization of deferred financing fees increased $2.0 million for the year ended December 31, 2016, as compared to the prior year, primarily resulting from the issuance of the 2015 Term Loan (defined below) in June 2015, the 2015-1C Tower Securities (defined below) in October 2015, the 2016-1C Tower Securities (defined below) in July 2016, and the 2016 Senior Notes (defined below) in August 2016, partially offset by the repayment of the 2010-2C Tower Securities (defined below) in July 2016, the 5.75% Senior Notes (defined below) in August 2016, and the 5.625% Senior Notes (defined below) in October 2016.

Loss from extinguishment of debt increased $51.9 million for the year ended December 31, 2016, as compared to the prior year, primarily due to the payment of a $25.8 million call premium and accrued interest on the redemption of the 5.75% Senior Notes, the write-off of $7.7 million in deferred financing fees related to the 5.75% Senior Notes, the payment of a $14.1 million call premium and accrued interest on the redemption of the 5.625% Senior Notes, the write-off of $4.1 million in deferred financing fees related to the 5.625% Senior Notes, and the write-off of $1.0 million in deferred financing fees related to the redemption of the 2010-2C Tower Securities.

Other income (expense), net includes a $90.0 million gain on the remeasurement of intercompany loans for the year ended December 31, 2016, while the prior year included a $178.9 million loss. Other income (expense), net for the year ended December 31, 2015 included a gain on the sale of our investment in Extenet of $37.2 million.

Net Income (Loss):



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Net income (loss)	$	76,238	$	(175,656)	$	268,381	$	(16,487)		9.4%

Net income (loss) increased $251.9 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, net income (loss) decreased $16.5 million. These changes were primarily due to an increase in operating income, partially offset by increases in loss from extinguishment of debt, net, other income (expense), net, and interest expense.

Year Ended 2015 Compared to Year Ended 2014

Revenues and Segment Operating Profit:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

Revenues	(in thousands)
Domestic site leasing	$	1,236,758	$	1,157,293	$	—	$	79,465		6.9%
International site leasing		243,876		202,909		(69,856)		110,823		54.6%
Site development		157,840		166,794		—		(8,954)		(5.4%)
Total	$	1,638,474	$	1,526,996	$	(69,856)	$	181,334		11.9%
Cost of Revenues
Domestic site leasing	$	252,493	$	247,237	$	—	$	5,256		2.1%
International site leasing		72,162		54,076		(22,832)		40,918		75.7%
Site development		119,744		127,172		—		(7,428)		(5.8%)
Total	$	444,399	$	428,485	$	(22,832)	$	38,746		9.0%
Operating Profit
Domestic site leasing	$	984,265	$	910,056	$	—	$	74,209		8.2%
International site leasing		171,714		148,833		(47,024)		69,905		47.0%
Site development		38,096		39,622		—		(1,526)		(3.9%)

Revenues

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

International site leasing revenues increased $41.0 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $110.8 million. These changes were due largely to (i) revenues from 3,916 towers acquired, primarily from the acquisition of 3,648 towers from Oi S.A. in March 2014 and December 2014, and 582 towers built since January 1, 2014, and (ii) organic site leasing growth from new leases, contractual rent escalators, and monetary lease amendments for additional equipment added to our towers.

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.

Operating Profit

Domestic site leasing segment operating profit increased $74.2 million for the year ended December 31, 2015, as compared to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2014 and organic site

leasing growth as noted above, (ii) improving control of our site leasing cost of revenue, and (iii) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $22.9 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $69.9 million. These changes were primarily due to additional profit generated by (i) towers acquired and built since January 1, 2014 and organic site leasing growth as noted above and (ii) the positive impact of our ground lease purchase program, partially offset by increased costs resulting from the integration of towers acquired in 2014.

Site development segment operating profit decreased $1.5 million for the year ended December 31, 2015, as compared to the prior year, primarily due to lower services revenue.

Selling, General, and Administrative Expenses:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	67,413	$	67,611	$	—	$	(198)		(0.3%)
International site leasing		16,196		16,762		(2,768)		2,202		13.1%
Total site leasing	$	83,609	$	84,373	$	(2,768)	$	2,004		2.4%
Site development		12,247		9,074		—		3,173		35.0%
Not identified by segment		19,095		9,870		—		9,225		93.5%
Total	$	114,951	$	103,317	$	(2,768)	$	14,402		13.9%

Selling, general, and administrative expenses increased $11.6 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $14.4 million. These changes were primarily as a result of an increase in personnel, salaries, benefits, non-cash compensation, and other support costs due in large part to our continued portfolio expansion.

Acquisition Related Adjustments and Expenses:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	9,975	$	3,351	$	—	$	6,624		197.7%
International site leasing		1,889		4,447		347		(2,905)		(65.3%)
Total	$	11,864	$	7,798	$	347	$	3,719		47.7%

Acquisition related adjustments and expenses increased $4.1 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, acquisition related adjustments and expenses increased $3.7 million. These changes were primarily as a result of an increase in the number of domestic towers we acquired and changes in our estimated pre-acquisition contingencies as compared to the prior year, partially offset by a decrease in the number of international towers we acquired.

Asset Impairment and Decommission Costs:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	93,977	$	21,538	$	—	$	72,439		336.3%
International site leasing		806		2,263		(113)		(1,344)		(59.4%)
Total	$	94,783	$	23,801	$	(113)	$	71,095		298.7%

Asset impairment and decommission costs increased $71.0 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $71.1 million. These changes were 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 2015 as compared to the prior year and $1.2 million in exit costs related to our former corporate headquarters building.

Depreciation, Accretion, and Amortization Expense:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	534,436	$	515,150	$	—	$	19,286		3.7%
International site leasing		118,886		104,447		(33,921)		48,360		46.3%
Total site leasing	$	653,322	$	619,597	$	(33,921)	$	67,646		10.9%
Site development		3,662		2,453		—		1,209		49.3%
Not identified by segment		3,037		5,022		—		(1,985)		(39.5%)
Total	$	660,021	$	627,072	$	(33,921)	$	66,870		10.7%

Depreciation, accretion, and amortization expense increased $32.9 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $66.9 million. These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2014.

Operating Income (Loss):



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	278,464	$	302,406	$	—	$	(23,942)		(7.9%)
International site leasing		33,937		20,914		(10,569)		23,592		112.8%
Total site leasing	$	312,401	$	323,320	$	(10,569)	$	(350)		(0.1%)
Site development		22,187		28,095		—		(5,908)		(21.0%)
Not identified by segment		(22,132)		(14,892)		—		(7,240)		48.6%
Total	$	312,456	$	336,523	$	(10,569)	$	(13,498)		(4.0%)

Domestic site leasing operating income decreased $23.9 million for the year ended December 31, 2015, as compared to the prior year, primarily due to increases in asset impairment and decommission costs, depreciation, accretion, and amortization expense, and acquisition related adjustments and expenses, partially offset by higher segment operating profit.

International site leasing operating income increased $13.0 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $23.6 million. These changes were primarily due to higher segment operating profit and a reduction in acquisition related adjustments and expenses and asset impairment and decommission costs, partially offset by an increase in depreciation, accretion, and amortization expense and selling, general, and administrative expenses.

Site development operating income decreased $5.9 million for the year ended December 31, 2015, as compared to the prior year, primarily due to a decrease in segment operating profit, as well as increases in selling, general, and administrative expenses and depreciation, accretion, and amortization expense.

Other Income (Expense):



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Interest income	$	3,894	$	677	$	(1,607)	$	4,824		712.6%
Interest expense		(322,366)		(292,600)		(30)		(29,736)		10.2%
Non-cash interest expense		(1,505)		(27,112)		—		25,607		(94.4%)
Amortization of deferred financing fees		(19,154)		(17,572)		—		(1,582)		9.0%
Loss from extinguishment of debt, net		(783)		(26,204)		—		25,421		(97.0%)
Other (expense) income, net		(139,137)		10,628		(156,958)		7,193		67.7%
Total	$	(479,051)	$	(352,183)	$	(158,595)	$	31,727		(9.0%)

Interest income increased $3.2 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, interest income increased $4.8 million. These changes were primarily due to a higher amount of investments held and a higher average interest rate on those investments as compared to the prior year period.

Interest expense increased $29.8 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, interest expense increased $29.7 million. These changes were due to the higher average principal amount of cash-interest bearing debt outstanding for the year ended December 31, 2015 compared to the prior year, primarily resulting from the issuance of the 2014 Tower Securities in October 2014, the 2015-1C Tower Securities in October 2015, the 2014 Term Loan in March 2014, the 2015 Term Loan in June 2015, and the 2014 Senior Notes in July 2014, partially offset by the full repayment of the 2010-1C Tower Securities in October 2014, the full redemption of the 8.25% Notes in August 2014, and the settlement of the 4.0% Notes in October 2014.

Non-cash interest expense decreased $25.6 million for the year ended December 31, 2015, as compared to the prior year, primarily due to the settlement of the 4.0% Notes in October 2014.

Amortization of deferred financing fees increased $1.6 million for the year ended December 31, 2015, as compared to the prior year, primarily resulting from the issuance of the 2014 Tower Securities in October 2014, the 2015-1C Tower Securities in October 2015, 2014 Term Loan in March 2014, the 2015 Term Loan in June 2015, and the 2014 Senior Notes in July 2014, partially offset by the full repayment of the 8.25% Notes in August 2014 and the 2010-1C Tower Securities in October 2014 and the settlement of the 4.0% Notes in October 2014.

Loss from extinguishment of debt decreased $25.4 million for the year ended December 31, 2015, as compared to the prior year, primarily due to the repayment of the 2010-1C Tower Securities in October 2014, the 2011 Term Loan in February 2014, and the 2012-2 Term Loan in February 2014, settlement of the 4.0% Notes in October 2014, and the early redemption of the 8.25% Notes in August 2014, partially offset by the early redemption of the 2012-1 Term Loan in November 2015.

Other (expense) income, net includes a $178.9 million loss on the remeasurement of intercompany loans and a $37.2 million gain realized on the sale of a cost-method investment for the year ended December 31, 2015.The prior year period included a $23.0

million loss on the remeasurement of intercompany loans, a $12.5 million gain on the sale of a cost-method investment, and a $17.9 million gain realized on the settlement of two foreign currency contracts entered into to hedge the purchase price of the Oi S.A. acquisition in Brazil in 2014.

Net Loss:



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Net loss	$	(175,656)	$	(24,295)	$	(169,120)	$	17,759		(73.1%)

Net loss increased $151.4 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, net loss decreased $17.8 million. These changes were primarily due to increases in other (expense) income, net, asset impairment and decommission costs, depreciation, accretion, and amortization expense, selling, general and administrative expenses, and acquisition related adjustments and expenses, partially offset by an increase in our total segment operating profit as compared to the prior year period.

NON-GAAP FINANCIAL MEASURES

This report contains information regarding a non-GAAP measure, Adjusted EBITDA. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates and the Oi reserve recorded in the second quarter of 2016. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year. We believe that excluding the Oi reserve, which represents a $16.5 million one-time bad debt provision for all amounts owed or potentially owed by Oi prior to the date of Oi’s June 2016 petition for judicial reorganization, provides management and investors the ability to better analyze our core results without the impact of what we believe is a non-recurring event.

Adjusted EBITDA

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

We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is a component of the calculation that has been used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2014 Senior Notes and 2016 Senior Notes (defined below). Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change

	(in thousands)
Net income (loss)	$	76,238	$	(175,656)	$	268,381	$	(16,487)		9.4%
Non-cash straight-line leasing revenue		(31,650)		(49,064)		(1,029)		18,443		(37.6%)
Non-cash straight-line ground lease expense		34,708		34,204		(104)		608		1.8%
Non-cash compensation		32,915		28,747		(2)		4,170		14.5%
Loss from extinguishment of debt, net		52,701		783		—		51,918		6,630.7%
Other expense (income)		(94,278)		139,137		(270,184)		36,769		26.4%
Acquisition related adjustments and expenses		13,140		11,864		(107)		1,383		11.7%
Asset impairment and decommission costs		30,242		94,783		(74)		(64,467)		(68.0%)
Interest income		(10,928)		(3,894)		402		(7,436)		191.0%
Interest expense (1)		352,510		343,025		(5)		9,490		2.8%
Depreciation, accretion, and amortization		638,189		660,021		(4,767)		(17,065)		(2.6%)
Provision for taxes (2)		12,708		10,827		(9)		1,890		17.5%
Adjusted EBITDA	$	1,106,495	$	1,094,777	$	(7,498)	$	19,216
Oi reserve		16,498		—		—		16,498
Adjusted EBITDA net of the Oi reserve	$	1,122,993	$	1,094,777	$	(7,498)	$	35,714



	For the year ended								Constant
	December 31,				Foreign		Constant		Currency
	2015		2014		Currency Impact		Currency Change		% Change

	(in thousands)
Net loss	$	(175,656)	$	(24,295)	$	(169,120)	$	17,759		(73.1%)
Non-cash straight-line leasing revenue		(49,064)		(56,867)		7,626		177		(0.3%)
Non-cash straight-line ground lease expense		34,204		36,271		(714)		(1,353)		(3.7%)
Non-cash compensation		28,747		22,671		(163)		6,239		27.5%
Loss from extinguishment of debt, net		783		26,204		—		(25,421)		(97.0%)
Other expense (income)		139,137		(10,628)		156,958		(7,193)		67.7%
Acquisition related adjustments and expenses		11,864		7,798		347		3,719		47.7%
Asset impairment and decommission costs		94,783		23,801		(113)		71,095		298.7%
Interest income		(3,894)		(677)		1,607		(4,824)		712.6%
Interest expense (1)		343,025		337,284		30		5,711		1.7%
Depreciation, accretion, and amortization		660,021		627,072		(33,921)		66,870		10.7%
Provision for taxes (2)		10,827		10,120		(44)		751		7.4%
Adjusted EBITDA	$	1,094,777	$	998,754	$	(37,507)	$	133,530

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

(2)Provision for taxes includes $1,643, $1,766, and $1,485 of franchise taxes reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations for the year ended 2016, 2015, and 2014, respectively.

Adjusted EBITDA, net of the Oi reserve, increased $28.2 million for the year ended December 31, 2016, as compared to the prior year. On a constant currency basis, adjusted EBITDA, net of the Oi reserve, increased $35.7 million. These changes were primarily due to increases in domestic and international site leasing segment operating profit, partially offset by an increase in selling, general, and administrative expenses and a decrease in site development segment operating profit.

Adjusted EBITDA increased $96.0 million for the year ended December 31, 2015, as compared to the prior year. On a constant currency basis, adjusted EBITDA increased $133.5 million. These changes were primarily due to increases in segment operating profit

from our domestic site leasing and international site leasing segments, partially offset by a decrease in our site development segment operating profit and an increase in our cash selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

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

A summary of our cash flows is as follows:



	For the year ended December 31,
	2016		2015		2014

Summary cash flow information (1)	(in thousands)
Cash provided by operating activities	$	742,525	$	723,030	$	674,340
Cash used in investing activities		(428,235)		(737,065)		(1,764,127)
Cash (used in) provided by financing activities		(288,557)		75,751		995,298
Increase (decrease) in cash, cash equiv., and restr. cash		25,733		61,716		(94,489)
Effect of exchange rate changes on cash, cash
equivalents, and restricted cash		13,618		(12,993)		13,977
Cash, cash equiv., and restr. cash, beginning of year		146,619		97,896		178,408
Cash, cash equiv., and restr. cash, end of year	$	185,970	$	146,619	$	97,896

(1) During the fourth quarter of 2016, the Company adopted an accounting standard update on the presentation of cash and cash equivalents in the Statement of Cash Flows. The new standard requires cash and cash equivalent balances to include restricted cash equivalents. The December 31, 2015 and 2014 consolidated statements of cash flows were retrospectively adjusted to reflect this change.

Operating Activities

Cash provided by operating activities was $742.5 million for the year ended December 31, 2016 as compared to $723.0 million for the year ended December 31, 2015. The increase was primarily due to increases in segment operating profit from domestic site leasing and international site leasing operating segments, partially offset by decreased site development segment operating profit, increased selling, general, and administrative expenses, and increased cash interest payments relating to the higher average amount of cash-interest bearing debt outstanding.

Investing Activities

A detail of our cash capital expenditures is as follows:



	For the year ended
	December 31,
	2016		2015		2014

	(in thousands)
Acquisitions	$	214,686	$	525,802	$	1,540,258
Construction and related costs on new builds		69,407		100,736		92,207
Augmentation and tower upgrades		38,123		61,410		72,329
Land buyouts and other assets (1)		62,149		83,728		44,964
Purchase and refurbishment of headquarters building		—		12,961		19,471
Tower maintenance		27,718		28,626		20,047
General corporate		4,734		4,974		7,197
Total cash capital expenditures	$	416,817	$	818,237	$	1,796,473

(1)Excludes $14.1 million, $16.3 million, and $10.8 million spent to extend ground lease terms for the years ended December 31, 2016, 2015, and 2014, respectively.

Subsequent to December 31, 2016, we acquired 42 towers and related assets for $17.3 million in cash.

During fiscal year 2017, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $31.0 million to $41.0 million and discretionary cash capital expenditures, based on current acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $200.0 million to $220.0 million as well as potential, additional tower acquisitions not yet under contract. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

Financing Activities

During the year ended December 31, 2016, we borrowed $580.0 million and repaid $190.0 million under the Revolving Credit Facility. As of December 31, 2016, we had $390.0 million outstanding under the Revolving Credit Facility. Subsequent to December 31, 2016, we repaid $95.0 million of the outstanding balance under the Revolving Credit Facility.

During the year ended December 31, 2016, we repurchased 5.3 million shares of our Class A common stock under our stock repurchase program for $545.7 million, including commissions, at a weighted average price per share of $102.14. As of December 31, 2016, we had a remaining authorization to repurchase $154.4 million of Class A common stock under our current $1.0 billion stock repurchase program dated June 4, 2015. Subsequent to December 31, 2016, we repurchased 42,163 shares of our Class A common stock under our stock repurchase program for $4.4 million at a weighted average price per share of $104.81. Shares purchased were retired.

On January 12, 2017, the Board of Directors authorized a new stock repurchase plan, replacing the plan authorized on June 4, 2015 which had a remaining authorization of $150.0 million. This plan authorizes us to purchase, from time to time, up to $1.0 billion of our outstanding Class A 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 based on market and business conditions, applicable legal requirements and other factors. Shares purchased will be retired. The new plan has no time deadline and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion. As of the date of this filing, we had the full $1.0 billion authorization remaining under our current stock repurchase program.

On July 7, 2016, we, through our existing SBA Tower Trust, issued $700.0 million of 2.877% Secured Tower Revenue Securities Series 2016-1C which have an anticipated repayment date of July 9, 2021 and a final maturity date of July 10, 2046 (the “2016-1C Tower Securities”). Net proceeds from this offering were used to prepay the full $550.0 million outstanding on the 2010-2C Tower Securities and for general corporate purposes. Additionally, we expensed $1.0 million of deferred financing fees related to the redemption of the 2010-2C Tower Securities.

On August 15, 2016, we issued $1.1 billion of unsecured senior notes due September 1, 2024 (the “2016 Senior Notes”). The 2016 Senior Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Net proceeds from this offering and cash on hand were used to redeem $800.0 million, the aggregate principal amount outstanding, of Telecommunications’ 5.75% Senior Notes and $250.0 million of our 5.625% Senior Notes and pay the associated call premiums. We also paid $25.8 million for the call premium and accrued interest on the redemption of the 5.75% Senior Notes and expensed $7.7 million of deferred financing fees related to the redemption of the notes.

On October 1, 2016, we redeemed the 5.625% Senior Notes in full. On October 3, 2016, we repaid $500.0 million in outstanding principal, $14.1 million related to the call premium on the early redemption of the notes, and $14.1 million in accrued interest. Repayment was made using (1) the proceeds from the 2016 Senior Notes, (2) borrowings under the Revolving Credit Facility, and (3) cash on hand. In addition, we expensed $4.1 million of deferred financing fees in connection with the extinguishment of the debt.

On January 20, 2017, we repriced our senior secured term loans from a Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%) to a Eurodollar Rate plus 225 basis points (with a zero Eurodollar floor).

Registration Statements

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the year ended December 31, 2016, we did not issue any shares of Class A common stock under this registration statement. As of December 31, 2016, we had approximately 1.7 million shares of Class A common stock remaining under this shelf registration statement.

On March 3, 2015, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables us to issue shares of our Class A common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, we will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement. No shares were issued under this registration statement through the date of this filing.

Debt Instruments and Debt Service Requirements

Senior Credit Agreement

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

Terms of the Senior Credit Agreement

The Senior Credit Agreement, as amended, requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Total Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Total Debt and Net Hedge Exposure (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. As of December 31, 2016, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.

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

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility is governed by the Senior Credit Agreement. The Revolving Credit Facility consists of a revolving loan under which up to $1.0 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (i) the Eurodollar Rate plus a margin that ranges from 137.5 basis points to 200.0 basis points or (ii) the Base Rate plus a margin that ranges from 37.5 basis points to 100.0 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, February 5, 2020. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period.

During the year ended December 31, 2016, we borrowed $580.0 million and repaid $190.0 million of the outstanding balance under the Revolving Credit Facility. As of December 31, 2016, $390.0 million was outstanding under the Revolving Credit Facility.

Subsequent to December 31, 2016, we repaid $95.0 million of the outstanding balance under the Revolving Credit Facility.

Term Loans under the Senior Credit Agreement

Repricing Amendment to the Senior Credit Agreement

On January 20, 2017, we amended our Senior Credit Agreement, primarily to reduce the stated rate of interest applicable to our senior secured term loans. As amended, our senior secured term loans accrue interest, at SBA Senior Finance II’s election, at either the Base Rate plus 125 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 225 basis points (with a zero Eurodollar Rate floor).

2014 Term Loan

The 2014 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that matures on March 24, 2021. Prior to the reduction in the term loan interest rates as discussed above, the 2014 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2014 Term Loan was issued at 99.75% of par value. As of December 31, 2016, the 2014 Term Loan was accruing interest at 3.27% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.8 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2014 Term Loan. We incurred deferred financing fees of approximately $12.9 million in relation to this transaction which are being amortized through the maturity date.

During the year ended December 31, 2016, we repaid $15.0 million of principal on the 2014 Term Loan. As of December 31, 2016, the 2014 Term Loan had a principal balance of $1.5 billion.

2015 Term Loan

The 2015 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $500.0 million that matures on June 10, 2022. Prior to the reduction in the term loan interest rates as discussed above, the 2015 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2015 Term Loan was issued at 99.0% of par value. As of December 31, 2016, the 2015 Term Loan was accruing interest at 3.27% per annum. Principal payments on the 2015 Term Loan commenced on September 30, 2015 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $1.3 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2015 Term Loan. We incurred deferred financing fees of approximately $5.1 million in relation to this transaction which are being amortized through the maturity date.

During the year ended December 31, 2016, we repaid $5.0 million of principal on the 2015 Term Loan. As of December 31, 2016, the 2015 Term Loan had a principal balance of $492.5 million.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

The mortgage loan underlying the 2012-1C Tower Securities, 2013 Tower Securities, 2014 Tower Securities, 2015-1C Tower Securities, and 2016-1C Tower Securities (together the “Tower Securities”) will be paid from the operating cash flows from the aggregate 10,535 tower sites owned by the Borrowers. The mortgage loan is secured by (i) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (ii) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (iii) the Borrowers’ rights under certain tenant leases, and (iv) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (i) within twelve months (in the case of the component corresponding to the Secured Tower Revenue Securities Series 2012-1C, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue Securities Series 2013-1D, Secured Tower Revenue Securities Series 2014-1C, Secured Tower Revenue Securities Series 2015-1C, and Secured Tower Revenue Securities Series 2016-1C) or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component, (ii) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (iii) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the excess, if any, of (1) the present value associated with the portion of the principal balance being prepaid, calculated in accordance with the formula set forth in the mortgage loan agreement, on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date within twelve months (in the case of the component corresponding to the Secured Tower Revenue Securities Series 2012-1C, Secured Tower Revenue Securities Series 2013-1C, Secured Tower Revenue Securities Series 2013-1D, Secured Tower Revenue Securities Series 2014-1C, Secured Tower Revenue Securities Series 2015-1C, and Secured Tower Revenue Securities Series 2016-1C) or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component over (2) that portion of the principal balance of such class prepaid on the date of such prepayment.

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

Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other

payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets. As of December 31, 2016, the Borrowers met the required Debt Service Coverage Ratio as set forth in the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

2010-2C Tower Securities

On April 16, 2010, we, through a New York common law trust (the “Trust”), issued $550.0 million of Secured Tower Revenue Securities Series 2010-2C (the “2010-2C Tower Securities”). The 2010-2C Tower Securities had an annual interest rate of 5.101%. The anticipated repayment date and the final maturity date for the 2010-2C Tower Securities were April 11, 2017 and April 9, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of those entities that are borrowers on the mortgage loan (the “Borrowers”). We incurred deferred financing fees of $8.1 million in relation to this transaction which were being amortized through the anticipated repayment date of the 2010-2C Tower Securities.

On July 15, 2016, we repaid the full $550.0 million outstanding of the 2010-2C Tower Securities using net proceeds from the 2016-1C Tower Securities. Additionally, we expensed $1.0 million of deferred financing fees related to the redemption of the 2010-2C Tower Securities, which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

2012-1C Tower Securities

On August 9, 2012, we, through the Trust, issued $610.0 million of Secured Tower Revenue Securities Series 2012-1C (the “2012-1C Tower Securities”) which have an anticipated repayment date of December 11, 2017 and a final maturity date of December 9, 2042. The fixed interest rate of the 2012-1C Tower Securities is 2.933% per annum, payable monthly. We incurred deferred financing fees of $14.9 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2012-1C Tower Securities.

2013 Tower Securities

On April 18, 2013, we, through the Trust, issued $425.0 million of 2.240% Secured Tower Revenue Securities Series 2013-1C which have an anticipated repayment date of April 10, 2018 and a final maturity date of April 9, 2043 (the “2013-1C Tower Securities”), $575.0 million of 3.722% Secured Tower Revenue Securities Series 2013-2C which have an anticipated repayment date of April 11, 2023 and a final maturity date of April 9, 2048 (the “2013-2C Tower Securities”), and $330.0 million of 3.598% Secured Tower Revenue Securities Series 2013-1D which have an anticipated repayment date of April 10, 2018 and a final maturity date of April 9, 2043 (the “2013-1D Tower Securities”) (collectively the “2013 Tower Securities”). The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% per annum, payable monthly. We incurred deferred financing fees of $25.5 million in relation to this transaction which are being amortized through the anticipated repayment date of each of the 2013 Tower Securities.

2014 Tower Securities

On October 15, 2014, we, through the Trust, issued $920.0 million of 2.898% Secured Tower Revenue Securities Series 2014-1C which have an anticipated repayment date of October 8, 2019 and a final maturity date of October 11, 2044 (the “2014-1C Tower Securities”) and $620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C which have an anticipated repayment date of October 8, 2024 and a final maturity date of October 8, 2049 (the “2014-2C Tower Securities”) (collectively the “2014 Tower Securities”). The aggregate $1.54 billion of 2014 Tower Securities have a blended interest rate of 3.289% per annum, payable

monthly. We incurred deferred financing fees of $22.5 million in relation to this transaction which are being amortized through the anticipated repayment date of each of the 2014 Tower Securities.

2015-1C Tower Securities

On October 14, 2015, we, through the Trust, issued $500.0 million of Secured Tower Revenue Securities Series 2015-1C which have an anticipated repayment date of October 8, 2020 and a final maturity date of October 10, 2045 (the “2015-1C Tower Securities”). The fixed interest rate of the 2015-1C Tower Securities is 3.156% per annum, payable monthly. We incurred deferred financing fees of $11.2 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2015-1C Tower Securities.

2016-1C Tower Securities

On July 7, 2016, we, through the Trust, issued $700.0 million of Secured Tower Revenue Securities Series 2016-1C which have an anticipated repayment date of July 9, 2021 and a final maturity date of July 10, 2046 (the “2016-1C Tower Securities”). The fixed interest rate of the 2016-1C Tower Securities is 2.877% per annum, payable monthly. Net proceeds from this offering were used to prepay the full $550.0 million outstanding on the 2010-2C Tower Securities and for general corporate purposes. We incurred deferred financing fees of $9.5 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2016-1C Tower Securities.

In connection with the issuance of the 2016-1C Tower Securities, SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA Towers VII, LLC, SBA GC Towers, LLC, SBA Towers V, LLC, and SBA Towers VI, LLC (collectively, the “Borrowers”), each an indirect subsidiary of SBAC, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, on behalf of the Trustee entered into the Second Loan and Security Agreement Supplement and Amendment pursuant to which, among other things, (i) the outstanding principal amount of the mortgage loan was increased by $700 million and (ii) the Borrowers became jointly and severally liable for the aggregate $4.7 billion borrowed under the mortgage loan corresponding to the 2012-1C Tower Securities, 2013 Tower Securities, 2014 Tower Securities, 2015-1C Tower Securities, and the newly issued 2016-1C Tower Securities.

Senior Notes

5.75% Senior Notes

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes due July 15, 2020 (the “5.75% Senior Notes”). The 5.75% Senior Notes accrued interest at a rate of 5.75% and were issued at par. We incurred deferred financing fees of $14.0 million in relation to this transaction which were being amortized through the maturity date.

On August 15, 2016, we used proceeds from the 2016 Senior Notes to redeem the full $800.0 million in aggregate principal amount of the 5.75% Senior Notes and to pay $25.8 million for the call premium and accrued interest on the redemption of the notes. Additionally, we expensed $7.7 million of deferred financing fees related to the redemption of the notes. The call premium and the write-off of deferred financing fees are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

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

5.625% Senior Notes

On September 28, 2012, we issued $500.0 million of unsecured senior notes due October 1, 2019 (the “5.625% Senior Notes”). The 5.625% Senior Notes accrued interest at a rate of 5.625% per annum and were issued at par. Interest on the 5.625% Senior Notes was due semi-annually on April 1 and October 1 of each year. We incurred deferred financing fees of $8.6 million in relation to this transaction which were being amortized through the maturity date.

Facility, and (3) cash on hand. In addition, we expensed $4.1 million of deferred financing fees related to the redemption of the notes. The call premium and the write-off of deferred financing fees are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

2014 Senior Notes

On July 1, 2014, we issued $750.0 million of unsecured senior notes due July 15, 2022 (the “2014 Senior Notes”). The 2014 Senior Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 2014 Senior Notes is due semi-annually on January 15 and July 15 of each year. We incurred deferred financing fees of $11.6 million in relation to this transaction which are being amortized through the maturity date.

The 2014 Senior Notes are subject to redemption in whole or in part on or after July 15, 2017 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to July 15, 2017, we may at our option redeem up to 35% of the aggregate principal amount of the 2014 Senior Notes originally issued at a redemption price of 104.875% of the principal amount of the 2014 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. If redeemed during the twelve-month period beginning on July 15, 2017, July 15, 2018, July 15, 2019, or July 15, 2020 until maturity, the redemption price will be 103.656%, 102.438%, 101.219% and 100.000%, respectively, of the principal amount of the 2014 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

2016 Senior Notes

On August 15, 2016, we issued $1.1 billion of unsecured senior notes due September 1, 2024. The 2016 Senior Notes accrue interest at a rate of 4.875% per annum and were issued at 99.178% of par value. Interest on the 2016 Senior Notes is due semi-annually on March 1 and September 1 of each year, beginning on March 1, 2017. We incurred deferred financing fees of $12.8 million in relation to this transaction which are being amortized through the maturity date. Net proceeds from this offering and cash on hand were used to redeem $800.0 million, the aggregate principal amount outstanding, of Telecommunications’ 5.75% Senior Notes and $250.0 million of our 5.625% Senior Notes and pay the associated call premiums.

The 2016 Senior Notes are subject to redemption in whole or in part on or after September 1, 2019 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to September 1, 2019, we may at our option redeem up to 35% of the aggregate principal amount of the 2016 Senior Notes originally issued at a redemption price of 104.875% of the principal amount of the 2016 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. If redeemed during the twelve-month period beginning on September 1, 2019, September 1, 2020, September 1, 2021, or September 1, 2022 until maturity, the redemption price will be 103.656%, 102.438%, 101.219% and 100.000%, respectively, of the principal amount of the 2016 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

Indentures Governing Senior Notes

The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur liens securing indebtedness.

Debt Service

As of December 31, 2016, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the twelve months ended December 31, 2017 based on the amounts outstanding as of December 31, 2016 and the interest rates accruing on those amounts on such date (in thousands):



2014 Senior Notes	$	36,563
2016 Senior Notes		53,625
2012-1C Tower Securities (1)		626,982
2013-1C Tower Securities		9,655
2013-2C Tower Securities		21,585
2013-1D Tower Securities		11,978
2014-1C Tower Securities		26,954
2014-2C Tower Securities		24,185
2015-1C Tower Securities		15,939
2016-1C Tower Securities		20,361
Revolving Credit Facility		12,260
2014 Term Loan (2)		62,640
2015 Term Loan (2)		21,043
Total debt service for next twelve months	$	943,770

(1)The anticipated repayment date and the final maturity date for the 2012-1C Tower Securities is December 11, 2017 and December 9, 2042, respectively.

(2)Amounts include interest payments based on the 2014 Term Loan and 2015 Term Loan accruing interest at a rate of 3.27% as of December 31, 2016. However, as a result of the repricing of our senior secured term loans discussed above, the 2014 Term Loan and 2015 Term Loan were accruing interest at a rate of 3.04% as of March 1, 2017.

Inflation

The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a high rate of inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America which have inflationary index based rental escalators.

Commitments and Contractual Obligations

The following table summarizes our scheduled contractual commitments as of December 31, 2016:



	2017		2018		2019		2020		2021		Thereafter

	(in thousands)
Principal payments of debt	$	630,000	$	775,000	$	940,000	$	910,000	$	2,107,500	$	3,512,500
Interest payments (1)		313,770		280,924		268,153		231,794		184,768		269,691
Operating leases		195,954		199,780		201,863		203,323		205,767		3,387,971
Capital leases		1,500		1,149		572		169		—		—
Employment agreements		2,100		1,400		—		—		—		—
Total contractual obligations	$	1,143,324	$	1,258,253	$	1,410,588	$	1,345,286	$	2,498,035	$	7,170,162

(1)Represents interest payments based on the 2012-1C Tower Securities interest rate of 2.933%, the 2013-1C Tower Securities interest rate of 2.240%, the 2013-2C Tower Securities interest rate of 3.722%, the 2013-1D Tower Securities interest rate of 3.598%, the 2014-1C Tower Securities interest rate of 2.898%, the 2014-2C Tower Securities interest rate of 3.869%, the 2015-1C Tower Securities interest rate of 3.156%, the 2016-1C Tower Securities interest rate of 2.877%, the 2014 Term Loan at an interest rate of 3.27% as of December 31, 2016, the 2015 Term Loan at an interest rate of 3.27% as of December 31, 2016, the revolver at an average interest rate of 2.75% as of December 31, 2016, and the Senior Notes interest rates of 4.875%.

Off-Balance Sheet Arrangements

We are not involved in any off-balance sheet arrangements.

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