SBA Communications (SBAC) 10-K risk factor changes: FY2017 vs FY2016

These consolidations have led and may [removed: also] [added: continue to] lead to [removed: additional] non-renewal of certain of our tower leases.

The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

| Total principal amount of indebtedness | | | | | $ | [removed: 8,875,000] [added: 9,405,000] | | $ | [removed: 8,555,000] [added: 8,875,000] |

| Shareholders' deficit | | | | | $ | [removed: (1,995,921)] [added: (2,599,114)] | | $ | [removed: (1,706,144)] [added: (1,995,921)] |

For the year ended December 31, [removed: 2016,] [added: 2017,] Oi comprised approximately 7.5% of our total site leasing revenue.

[removed: Due to the uncertainty surrounding the recoverability of amounts owed by Oi prior to the date of Oi’s petition,] [added: While] we [added: initially] recorded a $16.5 million bad debt provision during the second quarter of 2016 relating to amounts owed or potentially owed by Oi as of the petition [removed: date.][added: date, since that date we have continued to do business with Oi in the ordinary course.]

| Percentage of Total Revenues | | | | [removed: 2016] [added: 2017] | | [removed: 2015] [added: 2016] | | [removed: 2014] [added: 2015] |

| AT&T Wireless [removed: (1)] | | | | [removed: 25.7%] [added: 25.0%] | | [removed: 24.2%] [added: 25.7%] | | [removed: 23.0%] [added: 24.2%] |

| T-Mobile | | | | [removed: 17.0%] [added: 16.5%] | | [removed: 16.0%] [added: 17.0%] | | [removed: 15.5%] [added: 16.0%] |

| Sprint | | | | [removed: 16.1%] [added: 15.1%] | | [removed: 19.6%] [added: 16.1%] | | [removed: 23.4%] [added: 19.6%] |

| Verizon Wireless | | | | 15.2% | | [removed: 13.8%] [added: 15.2%] | | [removed: 12.0%] [added: 13.8%] |

| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2016] [added: 2017] | | [removed: 2015] [added: 2016] | | [removed: 2014] [added: 2015] |

| AT&T Wireless [removed: (1)] | | | | 32.7% | | [removed: 31.9%] [added: 32.7%] | | [removed: 30.1%] [added: 31.9%] |

| Sprint | | | | [removed: 19.8%] [added: 18.9%] | | [removed: 22.3%] [added: 19.8%] | | [removed: 25.6%] [added: 22.3%] |

| T-Mobile | | | | [removed: 19.6%] [added: 19.7%] | | [removed: 19.0%] [added: 19.6%] | | [removed: 19.2%] [added: 19.0%] |

| Verizon Wireless | | | | [removed: 18.2%] [added: 19.0%] | | [removed: 16.3%] [added: 18.2%] | | [removed: 14.4%] [added: 16.3%] |

| Percentage of International Site Leasing Revenue | | | | [removed: 2016] [added: 2017] | | [removed: 2015] [added: 2016] | | [removed: 2014] [added: 2015] |

| Oi S.A. | | | | [removed: 43.9%] [added: 42.2%] | | [removed: 48.8%] [added: 43.9%] | | [removed: 44.3%] [added: 48.8%] |

| Telefonica | | | | [removed: 26.4%] [added: 25.7%] | | [removed: 24.7%] [added: 26.4%] | | [removed: 28.8%] [added: 24.7%] |

| Percentage of Site Development Revenue | | | | [removed: 2016] [added: 2017] | | [removed: 2015] [added: 2016] | | [removed: 2014] [added: 2015] |

| T-Mobile | | | | [removed: 28.4%] [added: 26.9%] | | [removed: 17.6%] [added: 28.4%] | | [removed: 8.5%] [added: 17.6%] |

| Verizon Wireless | | | | [removed: 16.5%] [added: 12.8%] | | [removed: 14.8%] [added: 16.5%] | | [removed: 10.1%] [added: 14.8%] |

| Sprint | | | | [removed: 11.7%] [added: 12.9%] | | [removed: 28.5%] [added: 11.7%] | | [removed: 36.7%] [added: 28.5%] |

| Ericsson, Inc. | | | | [removed: 5.0%] [added: 7.4%] | | [removed: 15.3%] [added: 5.0%] | | [removed: 16.8%] [added: 15.3%] |

Our operations in Central America and Ecuador are primarily denominated in [removed: United States dollars, while our operations in Canada and the remainder of South America are denominated in local currencies.][added: U.S. Dollars.]

Our foreign currency denominated revenues and expenses are translated into [removed: United States] [added: U.S.] dollars at [removed: applicable] [added: average] exchange rates for inclusion in our consolidated financial statements.

For the year ended December 31, [removed: 2016,] [added: 2017,] approximately [removed: 16.3%] [added: 18.6%] of our total cash site leasing revenue was generated by our international operations, of which [removed: 11.6%] [added: 13.6%] was generated in non-U.S. dollar currencies, including [removed: 10.8%] [added: 12.7%] which was denominated in Brazilian [removed: Real.][added: Reais.]

The exchange rates between our foreign currencies and the [removed: United States] [added: U.S.] Dollar have fluctuated significantly [removed: recently] [added: in recent years] and may continue to do so in the future.

For example, the Brazilian Real has historically been subject to substantial volatility and [removed: weakened 5.5%] [added: strengthened 8.7%] when comparing the average rate for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]

Changes in exchange rates between these local currencies and the [removed: United States] [added: U.S.] dollar will affect the recorded levels of site leasing revenue, segment operating profit, assets and/or liabilities.

Furthermore, we have [removed: an] intercompany loan [removed: agreement] [added: agreements] which [removed: permits] [added: permit] one of our Brazilian entities to borrow amounts up to [removed: $750.0] [added: $1,250] million.

As of December 31, [removed: 2016,] [added: 2017,] the [added: aggregate] outstanding balance under [removed: this agreement] [added: these agreements] was [removed: $433.3] [added: $560.9] million.

[removed: In accordance with] ASC 830, we remeasure foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in our Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future.

For the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] we recorded a [removed: $90.0] [added: $8.8] million [removed: gain] [added: loss] and a [removed: $178.9] [added: $90.0] million [removed: loss,] [added: gain,] respectively, on [added: the] remeasurement of the intercompany loan due to changes in foreign currency exchange rates.

For the year ended December 31, [removed: 2016,] [added: 2017,] we generated [removed: 12.0%] [added: 11.5%] of our total international site leasing revenue from these 2,113 towers of which [removed: 7.4%] [added: 7.3%] related to Oi and [removed: 4.6%] [added: 4.2%] represented revenue from co-located tenants.

As of December 31, [removed: 2016,] [added: 2017,] the average remaining life under our ground leases, including renewal options under our control, was approximately 33 years, and approximately [removed: 6.2%] [added: 6.9%] of our tower structures have ground leases maturing in the next 10 years.

However, as a result of consolidation in the tower [removed: industry] [added: industry,] there are fewer of these mid-sized tower transactions available in the U.S. and there is more competition to acquire existing towers.

For example, in [removed: 2016,] [added: 2017,] we passed on more U.S. acquisitions than we did in [removed: 2015] [added: 2016] due to asset quality, price, or lease terms.

Finally, [removed: competition regulations,] [added: laws regulating competition,] domestically and internationally, may limit our ability to acquire certain [removed: portfolios or apply to us differently than they apply to our competitors.][added: portfolios.]

As a result of these risks, the cost of acquiring these towers may be higher than we expect or we may not be [added: able to meet our annual and long-term tower portfolio growth targets.]

| | | | | | 2017 | | | 2016 | |

For example, on October 13, 2017, we issued $750.0 million of unsecured senior notes, which contributed to the $530 million increase of our total indebtedness during 2017.

Pursuant to the terms of our Credit Agreement, the interest rate that we pay on indebtedness incurred under the Revolving Credit Facility or Term Loans varies based on a fixed margin over either a base rate or a Eurodollar rate which references the LIBOR rate.

Interest rates, including LIBOR, have recently increased and are expected to continue to increase in future periods.

On January 8, 2018, Oi’s reorganization plan was approved by the Brazilian courts and Oi is expected to resolve all its pre-petition obligations in accordance with the terms of the plan.

However, if Oi is unable to successfully fulfill its reorganization obligations or cannot operate its business on a go-forward basis, it could adversely affect our future results of operation.

| Claro | | | | 10.0% | | 9.4% | | 8.0% |

| Nokia, Inc. | | | | 10.1% | | 7.1% | | 6.3% |

In addition, many of our tenants in our international markets are subsidiaries of global telecommunications companies.

These subsidiaries may not have the explicit or implied financial support of their parent entities, which may impact their creditworthiness.

In addition, the increasing number of towers (1) may provide customers the ability to relocate their antennae to other towers if they determine that a more suitable, efficient or economic location exists, which could lead to non-renewal of existing leases, or (2) may adversely impact our ability to enter into new customer leases.

- national and regional tower companies who may be substantially larger and have greater financial resources than we do; and

In Brazil, Canada, Chile, and Colombia, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in local currency.

In Argentina and Peru, our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are dominated in a mix of local currency and U.S. dollars.

In accordance with

In our international operations, the impact of these zoning, permitting and related regulations and restrictive covenants on our new builds, co-locations and operations could be exacerbated as some of these markets may lack established permitting processes for towers, have inconsistencies between national and local regulations and have other barriers to timely construction and permitting of towers.

As a result, tower construction in some of our international markets may be delayed or halted or our acquired towers may not perform as anticipated.

NOLs generated starting in the 2018 tax year can be carried forward indefinitely but are subject to the 80% utilization limitation.

The recently adopted US tax legislation may result in additional tax liabilities that may affect our future results and profitability.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), that significantly revises the U.S. tax code by, among other things, lowering the corporate income tax rate from a top marginal rate of 35% to a flat 21%, imposing a mandatory one-time deemed repatriation of foreign earnings (commonly referred to as the “transition tax”), limiting deductibility of interest expense and certain executive compensation and implementing a territorial tax system.

The SEC staff acknowledged the challenges companies face incorporating the effects of the Tax Act by their financial reporting deadlines.

In response, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued on December 22, 2017, regarding application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC Topic 740”), specifically to the Tax Act.

SAB 118 addresses the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete accounting for certain income tax effects of the Tax Act.

The Tax Act impacted our consolidated results of operations during the fourth quarter and may impact our consolidated results of operations in future periods.

In particular, the transition tax resulted in a one-time income inclusion of $52.4 million related to previously unremitted earnings of certain non-U.S. subsidiaries, which we will elect to include in income over the next eight tax years.

The inclusion will be offset by our existing NOLs to the extent possible during the eight-year recognition period.

In addition, we recorded a one-time reduction to our deferred tax asset and offsetting valuation allowance in the amount of $31.5 million; $19.2 million related to the reduction of the U.S. corporate tax rate and $12.3 million related to the new limitations on the deductibility of executive compensation.

These amounts represent our provisional estimate of the relevant charges, but will be subject to adjustment as we finalize the relevant computations and as additional IRS rules and guidance on the Tax Act provisions are adopted.

Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of the Transition Tax, GILTI, Section 162(m) adjustment, state taxes, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions.

We expect to complete our analysis within the measurement period in accordance with SAB 118.

Any material revisions in our computations could adversely affect our results of operations in future periods.

In addition, many of the provisions of the Tax Act will require guidance through the issuance of Treasury regulations in order to assess their effect.

There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on us.

Future regulatory or administrative guidance may also have an adverse impact on us or our shareholders.

In addition, we may incur a 100%

If we continue our international expansion, we may have additional TRS assets and operations subject to such taxes.

If we continue our international expansion, we may have increased net income from TRSs, which may cause us to rise above these thresholds.

conversion because of the change in our organization from a taxable C corporation to a REIT.

| | | | | | | | | | |

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

| | | | | | 2016 | | | 2015 | |

For example, on July 7, 2016, we, through a New York common law trust, issued $700.0 million aggregate principal amount of Tower Securities, and on August 15, 2016, we issued $1.1 billion of unsecured senior notes.

While we continue to do business with Oi under our contracts in the ordinary course and Oi has stated its intentions to continue normal operations during its judicial reorganization, we cannot assure you that Oi will continue to be willing or able to continue to make payments to us in accordance with the terms of our contracts.

Judicial reorganization in Brazil requires the agreement of certain creditors, for which there can be no assurance.

If Oi is unable to successfully reorganize, it may be forced to liquidate.

If Oi is unable or unwilling to reorganize in a manner that continues to provide us anticipated payments in accordance with our contracts, it could materially decrease our revenues and adversely affect our financial condition.

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

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

able to meet our annual and long-term tower portfolio growth targets.

Some of our competitors, such as (1) U.S. and international wireless carriers that allow co-location on their towers and (2) large independent tower companies, have been, and based on recent consolidations continue to be, substantially larger and have greater

financial resources than we do.

This could provide them with advantages with respect to establishing favorable leasing terms with wireless service providers or in their ability to acquire available towers.

- national and regional tower companies; and

In addition, we may not be able to renew existing customer leases or enter into new customer leases, resulting in a material adverse impact on our results of operations and growth rate.

Increasing competition could also make the acquisition of high quality tower assets more costly, or limit the acquisition opportunities altogether.

borrowers.

We have not traditionally been profitable and may incur losses in the future.

In 2016, we were profitable; however, in 2015 and 2014, we were not profitable.

The following chart shows the net income (losses) we incurred for the periods indicated:

| | | For the year ended December 31, | | | | | | | |

| | | 2016 | | | 2015 | | | 2014 | |

| | | (in thousands) | | | | | | | |

| Net income (loss) | | $ | 76,238 | | $ | (175,656) | | $ | (24,295) |

During 2015 and 2014, our losses were principally due to depreciation, amortization, and accretion expenses, interest expense (including non-cash interest expense and amortization of deferred financing fees), and losses from the extinguishment of debt.

In addition, in 2015, our loss included remeasurement losses related to a foreign currency denominated intercompany loan.

In addition, new regulations

Furthermore, with respect to our international new builds, our tower construction may be delayed or halted as a result of local zoning restrictions, inconsistencies between laws or other barriers to construction in international markets.

Our Board of Directors has authorized us to take all necessary steps for SBAC to be subject to tax as a REIT for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2016.

REIT taxable income, we will be subject to U.S. federal corporate income tax, and potentially the nondeductible 4% excise tax, on the retained amounts.

While we believe that we are currently operating in a manner that complies with the REIT rules, we have not actually operated as a REIT previously.

As a REIT, we are no longer eligible to be included in the NASDAQ 100 Index.

Therefore, those index funds that invest in the equity of NASDAQ 100 companies will be required to sell our shares and not purchase them in the future, which could have an adverse effect on the volatility and market price of our Class A common stock.

One of the eligibility criteria for the NASDAQ 100 Index is that the company is not a financial company.

As a REIT, we are considered a financial company, even though our business model has not changed in connection with the REIT conversion; and therefore, we are no longer eligible to be included in the NASDAQ 100 Index.

As a result, those index funds that invest in NASDAQ 100 companies will be required to sell shares of our Class A common stock and not purchase them in the future.

In addition, other non-index funds that use inclusion on the NASDAQ 100 Index as a component of their investment criteria may be required to sell and no longer invest in our Class A common stock.

We do not know how many shares of our Class A common stock are held by these index and non-index funds.

The sales of significant amounts of shares of our Class A common stock or the perception in the market that this will occur could have an adverse effect on the volatility and market price of our Class A common stock.

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, [removed: 2016.][added: 2017.]

As of December 31, [removed: 2016,] [added: 2017,] we owned [removed: 26,197] [added: 27,909] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

We also managed or leased approximately [removed: 5,500] [added: 9,000] actual or potential towers, approximately 500 of which were revenue producing as of December 31, [removed: 2016.][added: 2017.]

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

In [removed: our Brazilian, Canadian,] [added: Brazil, Canada, Chile,] and [removed: Chilean operations,] [added: Colombia,] significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in local currency.

As of December 31, [removed: 2016,] [added: 2017,] approximately [removed: 72%] [added: 70%] 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.

The amount of [removed: direct costs associated with operating a tower] [added: property taxes] varies from site to site depending on the taxing jurisdiction and the height and age of the tower.

| Segment operating profit as a percentage of total | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| Domestic site leasing | | | [removed: 83.6%] [added: 81.8%] | | | [removed: 82.4%] [added: 83.6%] | | | [removed: 82.8%] [added: 82.4%] |

| International site leasing | | | [removed: 15.1%] [added: 16.9%] | | | [removed: 14.4%] [added: 15.1%] | | | [removed: 13.5%] [added: 14.4%] |

| Total site leasing | | | 98.7% | | | [removed: 96.8%] [added: 98.7%] | | | [removed: 96.3%] [added: 96.8%] |

During [removed: 2017,] [added: 2018,] we expect organic site leasing revenue in both our domestic and international segments to [removed: be consistent with our growth] [added: increase over 2017 levels due] in [removed: 2016.][added: part to wireless carriers deploying unused spectrum and spectrum acquired during auctions completed in 2017.]

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. [removed: iDEN).][added: iDEN, MetroPCS, Clearwire, and Cricket).]

Site development services revenues are earned primarily from providing a full range of end to end services to [added: wireless service providers or companies providing development or project management services to wireless service providers.]

[removed: After portfolio growth, we] [added: We] believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.

For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2016,] [added: 2017,] included herein.

[added: This method is used because] management considers total cost to be the best available measure of progress on the contracts.

The assets and liabilities [removed: we acquire] [added: acquired] are recorded at fair market value at the date of each acquisition and the results of operations of the acquired assets are included with [removed: our results of operations] [added: those] from the dates of the respective acquisitions.

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 [removed: communication sites] [added: towers] (“Network location intangibles”) and were calculated using the discounted values of the current or future expected cash flows.

The intangible assets are estimated to have a useful life consistent with the useful life of the related [removed: communication site] [added: tower] assets, which is typically 15 years.

[removed: We accrue for contingent] consideration in connection with [removed: acquisitions] [added: business combinations] at fair value as of the date of the acquisition.

All subsequent changes in fair value of contingent consideration [added: payable in cash] are recorded through Consolidated Statements of Operations.

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 [removed: period.][added: period, as well as by eliminating the impact of the remeasurement of our intercompany loans.]

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 [removed: lease non-renewals] [added: non-lease renewals] in 2015 primarily related to carrier consolidation, including Sprint’s iDEN network, which impacted our year-over-year growth rates during 2016.

These changes were [removed: primarily] due [added: largely] 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 [added: rent] escalators, and (iii) an increase in reimbursable pass-through expenses.

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) [removed: continued] [added: improving] control of our site leasing cost of revenue, and (iii) the positive impact of our ground lease purchase program.

These changes were primarily as a result of a $56.7 million impairment charge [removed: recorded] in the third quarter of 2015 related to fiber assets acquired in the 2012 Mobilitie transaction, and [removed: a] [added: an] $8.9 million gain on the sale of fiber assets recorded in [removed: the current year.][added: 2016.]

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 [removed: selling,] [added: selling] general, and administrative expenses.

| Other [removed: income (expense),] [added: (expense) income,] net | | | 94,278 | | | (139,137) | | | 270,184 | | | (36,769) | | | 26.4% |

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 [removed: 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 [removed: 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.

Loss from [added: the] extinguishment of debt [removed: increased $51.9] [added: was $52.7] million for the year ended December 31, [removed: 2016, as compared to the prior year, primarily] [added: 2016] due to the payment of a $25.8 million call premium and [removed: accrued interest on] the [removed: redemption of the 5.75% Senior Notes, the] write-off of $7.7 million in deferred financing fees [removed: related to] [added: on] the [added: redemption of the] 5.75% Senior Notes, the payment of a $14.1 million call premium and [removed: accrued interest on] the [removed: redemption of the 5.625% Senior Notes, the] write-off of $4.1 million in deferred financing fees [removed: related to] [added: on] the [added: redemption of the] 5.625% Senior Notes, and the write-off of $1.0 million in deferred financing fees related to [removed: 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, [removed: 2016, while the prior year included a $178.9 million loss.][added: 2016.]

Net income [removed: (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 [removed: (loss)] decreased $16.5 million.

These changes were primarily due to an [removed: increase] [added: increases] in operating income, partially offset by increases in loss from extinguishment of debt, net, other income (expense), net, and interest expense.

Year Ended [removed: 2015] [added: 2017] Compared to Year Ended [removed: 2014][added: 2016]

| | | [removed: 2015] [added: 2017] | | | [removed: 2014] [added: 2016] | | | Currency Impact | | | Currency Change | | | % Change | |

Domestic site leasing revenues increased [removed: $79.5] [added: $34.5] million for the year ended December 31, [removed: 2015,] [added: 2017,] as compared to the prior year, due largely to (i) revenues from [removed: 1,007] [added: 438] towers acquired and [removed: 266] [added: 97] towers built since January 1, [removed: 2014] [added: 2016] and (ii) organic site leasing [removed: growth] [added: growth, primarily] from [removed: new leases, contractual rent escalators, and] monetary lease amendments for additional equipment added to our [removed: towers.][added: towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals primarily by MetroPCS, Clearwire, and Cricket.]

International site leasing revenues increased [removed: $41.0] [added: $50.6] million for the year ended December 31, [removed: 2015,] [added: 2017,] as compared to the prior year.

As of December 31, 2017, (1) no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, 2017.

In addition, as of December 31, 2017, approximately 30.1% of our total towers are located in Brazil and less than 3% of our total towers are located in any of our other international markets (each country is considered a market).

In Argentina and Peru, our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease or cancels its lease prior to the end of its term) other than in connection with customer consolidation or cessation of a particular technology.

Acquisitions

ASU 2017-01 provides revised guidance to determine when an acquisition meets the definition of a business or when the acquisition should be accounted for as an asset acquisition.

We adopted this standard effective January 1, 2017 and all changes will be accounted for prospectively.

The adoption of ASU 2017-01 did not have a material impact on our unaudited consolidated financial statements and related disclosures.

Under the new standard, our acquisitions will generally qualify for asset acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805 Business Combinations.

For acquisitions which qualify as asset acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets.

For asset acquisitions, external, direct transaction costs will be capitalized as a component of the cost of the asset acquired.

We will continue to expense internal acquisition costs as incurred.

The fair values of net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.

The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management at the time.

If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the intangible assets, or require acceleration of the amortization expense of intangible assets in subsequent periods.

Contingent consideration in connection with asset acquisitions will be recognized at the time when the contingency is resolved or becomes payable and will increase the cost basis of the assets acquired.

We accrue for contingent

| Domestic site leasing | | $ | 1,308,389 | | $ | 1,273,866 | | $ | — | | $ | 34,523 | | | 2.7% |

| International site leasing | | | 314,784 | | | 264,204 | | | 17,423 | | | 33,157 | | | 12.5% |

| Site development | | | 104,501 | | | 95,055 | | | — | | | 9,446 | | | 9.9% |

| Total | | $ | 1,727,674 | | $ | 1,633,125 | | $ | 17,423 | | $ | 77,126 | | | 4.7% |

| Domestic site leasing | | $ | 260,826 | | $ | 260,941 | | $ | — | | $ | (115) | | | (0.0%) |

| International site leasing | | | 98,701 | | | 81,274 | | | 6,100 | | | 11,327 | | | 13.9% |

| Site development | | | 86,785 | | | 78,682 | | | — | | | 8,103 | | | 10.3% |

| Total | | $ | 446,312 | | $ | 420,897 | | $ | 6,100 | | $ | 19,315 | | | 4.6% |

| Domestic site leasing | | $ | 1,047,563 | | $ | 1,012,925 | | $ | — | | $ | 34,638 | | | 3.4% |

| International site leasing | | | 216,083 | | | 182,930 | | | 11,323 | | | 21,830 | | | 11.9% |

| Site development | | | 17,716 | | | 16,373 | | | — | | | 1,343 | | | 8.2% |

Site leasing revenue in Brazil represented 13.4% of total site leasing revenue for the period.

| | | 2017 | | | 2016 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 67,263 | | $ | 72,701 | | $ | — | | $ | (5,438) | | | (7.5%) |

| International site leasing | | | 24,320 | | | 35,897 | | | 1,005 | | | (12,582) | | | (35.1%) |

| Total site leasing | | $ | 91,583 | | $ | 108,598 | | $ | 1,005 | | $ | (18,020) | | | (16.6%) |

| Site development | | | 15,433 | | | 13,039 | | | — | | | 2,394 | | | 18.4% |

| Not identified by segment | | | 23,681 | | | 21,712 | | | — | | | 1,969 | | | 9.1% |

| Total | | $ | 130,697 | | $ | 143,349 | | $ | 1,005 | | $ | (13,657) | | | (9.5%) |

These changes were primarily as a result of decreases in the provision for doubtful accounts, which included the $16.5 million Oi reserve recorded in the second quarter of 2016, and REIT conversion expenses, partially offset by increases in non-cash compensation, personnel, salaries, benefits, and other support costs.

| | | 2017 | | | 2016 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 8,171 | | $ | 6,233 | | $ | — | | $ | 1,938 | | | 31.1% |

| International site leasing | | | 4,196 | | | 6,907 | | | 211 | | | (2,922) | | | (42.3%) |

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.

wireless service providers or companies providing development or project management services to wireless service providers.

This method is used because

Business Combinations

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.

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.

| 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% |

| 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% |

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

| International site leasing | | | 171,714 | | | 148,833 | | | (47,024) | | | 69,905 | | | 47.0% |

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, [removed: 2016:][added: 2017:]

| | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |] Thereafter | | | Total | | | Fair Value | |

| [removed: Debt:] | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | |

| 2014 Senior Notes | | $ | — | | $ | — | | $ | — | | $ | — | | $ | [removed: —] [added: 750,000] | | $ | [removed: 750,000] [added: —] | | $ | 750,000 | | $ | [removed: 763,125] [added: 770,625] |

| 2016 Senior Notes | | | — | | | — | | | — | | | — | | | — | | | 1,100,000 | | | 1,100,000 | | | [removed: 1,083,500] [added: 1,127,500] |

| 2013-1C Tower Securities [removed: (1)] [added: (1)(2)] | | | [removed: —] [added: 425,000] | | | [removed: 425,000] [added: —] | | | — | | | — | | | — | | | — | | | 425,000 | | | [removed: 423,381] [added: 423,853] |

| 2013-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 575,000 | | | 575,000 | | | [removed: 563,322] [added: 578,433] |

| 2013-1D Tower Securities [removed: (1)] [added: (1)(2)] | | | [removed: —] [added: 330,000] | | | [removed: 330,000] [added: —] | | | — | | | — | | | — | | | — | | | 330,000 | | | [removed: 334,521] [added: 330,145] |

| 2014-1C Tower Securities (1) | | | — | | | [removed: —] [added: 920,000] | | | [removed: 920,000] [added: —] | | | — | | | — | | | — | | | 920,000 | | | [removed: 922,199] [added: 915,216] |

| 2014-2C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 620,000 | | | 620,000 | | | [removed: 608,921] [added: 620,942] |

| 2015-1C Tower Securities (1) | | | — | | | — | | | [removed: —] [added: 500,000] | | | [removed: 500,000] [added: —] | | | — | | | — | | | 500,000 | | | [removed: 495,145] [added: 496,840] |

| 2016-1C Tower Securities (1) | | | — | | | — | | | — | | | [removed: —] [added: 700,000] | | | [removed: 700,000] [added: —] | | | — | | | 700,000 | | | [removed: 688,072] [added: 691,166] |

| Revolving Credit Facility | | | — | | | — | | | [removed: —] [added: 40,000] | | | [removed: 390,000] [added: —] | | | — | | | — | | | [removed: 390,000] [added: 40,000] | | | [removed: 390,000] [added: 40,000] |

| 2014 Term Loan | | | 15,000 | | | 15,000 | | | 15,000 | | | [removed: 15,000] [added: 1,402,500] | | | [removed: 1,402,500] [added: —] | | | — | | | [removed: 1,462,500] [added: 1,447,500] | | | [removed: 1,467,984] [added: 1,451,119] |

| 2015 Term Loan | | | 5,000 | | | 5,000 | | | 5,000 | | | 5,000 | | | [removed: 5,000] [added: 467,500] | | | [removed: 467,500] [added: —] | | | [removed: 492,500] [added: 487,500] | | | [removed: 494,347] [added: 488,109] |

| Total debt obligation | | $ | [removed: 630,000] [added: 775,000] | | $ | [removed: 775,000] [added: 940,000] | | $ | [removed: 940,000] [added: 560,000] | | $ | [removed: 910,000] [added: 2,107,500] | | $ | [removed: 2,107,500] [added: 2,727,500] | | $ | [removed: 3,512,500] [added: 2,295,000] | | $ | [removed: 8,875,000] [added: 9,405,000] | | $ | [removed: 8,844,682] [added: 9,436,290] |

[removed: (1)The] [added: The] anticipated repayment date and the final maturity date for the [removed: 2012-1C] [added: 2017-1C] Tower Securities is [removed: December] [added: April] 11, [removed: 2017] [added: 2022] and [removed: December] [added: April] 9, [removed: 2042,] [added: 2047,] respectively.

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

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

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, [removed: and] Chile, [added: Peru, Argentina, Colombia,] and to a lesser extent, our markets in Central America.

[added: In each of these countries, we pay most of our selling,] general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency.

In addition, in Brazil, Canada, [removed: and] Chile, [added: and Colombia,] we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency.

For the year ended December 31, [removed: 2016,] [added: 2017,] approximately [removed: 11.6%] [added: 13.5%] of our revenues and approximately [removed: 14.9%] [added: 16.3%] of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, [removed: 2016.][added: 2017.]

As of December 31, [removed: 2016,] [added: 2017,] the analysis indicated that such an adverse movement would have caused our revenues and operating income to [removed: fluctuate] [added: decline] by approximately [removed: 0.7%] [added: 1.1%] and [removed: 2.0%,] [added: 2.8%,] respectively, for the year ended December 31, [removed: 2016.][added: 2017.]

As of December 31, [removed: 2016,] [added: 2017,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2016] [added: 2017] would have resulted in approximately [removed: $42.0] [added: $56.4] million of unrealized gains or losses that would have been included in Other income (expense), net in our [removed: consolidated statements] [added: Consolidated Statements] of [removed: operations] [added: Operations] for the year ended December 31, [removed: 2016.][added: 2017.]

This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the [removed: Securities] Exchange [removed: Act of 1934, as amended.][added: Act.]

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

- our [removed: beliefs regarding our business strategy, our] ability to capture and capitalize on industry [removed: growth,] [added: growth and] the impact of such growth on our financial and operational [removed: results, and our intent to grow our tower portfolio domestically and internationally;][added: results;]

- our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage [removed: requirements, on an organic basis, in our domestic and international segments;][added: requirements;]

- our belief that our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital [removed: expenditures, and our expectations regarding levels of site leasing revenue;][added: expenditures;]

- our ability to [removed: qualify and to] remain qualified as a REIT and the timing of such qualification and our election to be subject to [removed: a] tax as a REIT;

- our expectations regarding our capital allocation [removed: strategy and] [added: strategy,] the impact of [removed: the] [added: our election to be taxed as a] REIT [removed: conversion] on that [removed: strategy;][added: strategy, and our goal of increasing our Adjusted Funds From Operations per share;]

- our expectations regarding our [removed: annual] debt service in [removed: 2017 and thereafter,] [added: 2018] and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;

- our belief regarding our credit risk; [removed: and]

- our estimates regarding certain [removed: accounting and] tax [removed: matters.][added: and accounting matters, including the impact on our financial statements.]

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

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

- our ability to utilize available NOLs to reduce REIT taxable income; [removed: and]

| 2017 Senior Notes | | | — | | | — | | | — | | | — | | | 750,000 | | | — | | | 750,000 | | | 750,938 |

| 2017-1C Tower Securities (1) | | | — | | | — | | | — | | | — | | | 760,000 | | | — | | | 760,000 | | | 751,404 |

(2)Proceeds from the issuance of the 2018\-1C Tower Securities, which, once issued, will be due March 9, 2023, are expected to be used to repay the full $425.0 million outstanding under the 2013-1C Tower Securities and the full $330.0 million outstanding under the 2013-1D Tower Securities.

While we cannot predict our ability to

In Peru and Argentina, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars.

- our intent to grow our tower portfolio domestically and internationally and expend through organic lease up on existing towers;

- our ability to grow our tower portfolio without proportionately increasing selling, general, and administrative expenses;

- our expectation regarding site leasing revenue growth, on an organic basis, in our domestic and international segments;

- our belief regarding the impact of our ground lease purchase program;

- and our goal of increasing our Adjusted Funds From Operations per share;

- the timing of closing of pending financings and the expected use of proceeds;

- our estimates with respect to tax matters as a result of the Tax Act and our expectation that one-time income charges recognized as a result of the Tax Act will be offset by our existing NOLs; and

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

- the impact of rising interest rates and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;

- the complexity of the Tax Act and our ability to accurately interpret and predict its impact on our financial condition and results; and

| 2012-1C Tower Securities (1) | | | 610,000 | | | — | | | — | | | — | | | — | | | — | | | 610,000 | | | 610,165 |

In each of these countries, we pay most of our selling,

- our expectations regarding the opportunities in the international wireless markets in which we currently operate or have targeted for growth, our beliefs regarding how we can capitalize on such opportunities, and our intent to continue expanding internationally through new acquisitions and new builds;

- our belief that we will not be required to make an earnings and profits distribution in order to qualify as a REIT;

- our expectations regarding the churn rate of our non-iDEN tenant leases;

- our expectations regarding the impact of the Oi reorganization;

- our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future taxable income;

- the willingness and ability of Oi to continue to make payments to us in accordance with the terms of our contracts;

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, [removed: rooftop,] [added: rooftops,] and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our [removed: primary business line is our site leasing business, which contributed 98.7% of our total segment operating profit for] [added: principal operations are in] the [removed: year ended December 31, 2016.][added: United States and its territories.]

As of December 31, [removed: 2016,] [added: 2017,] we owned [removed: 26,197] [added: 27,909] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

We also managed or leased approximately [removed: 5,500] [added: 9,000] actual or potential sites, approximately 500 of which were revenue producing as of December 31, [removed: 2016.][added: 2017.]

[removed: Our principal operations are] [added: As of December 31, 2017, we owned 15,979 sites] in the United States and its territories.

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

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

Our site leasing business generates substantially all of our total segment operating profit, representing [removed: 96.3%] [added: 96.8%] or more of our total segment operating profit for the past three fiscal years.

For the year ended December 31, [removed: 2016,] [added: 2017,] we generated [removed: 82.8%] [added: 80.6%] of our total site leasing revenue from these sites.

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

Our ground leases in the United States are generally for an initial term of five years or more with multiple renewal terms of [removed: five\-year periods] [added: five-year periods,] at our [removed: option] [added: option,] and provide for rent escalators which typically average 2-3% annually.

As of December 31, [removed: 2016,] [added: 2017,] (1) no U.S. state or territory included more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2016.][added: 2017.]

[removed: 10,275 towers] [added: We currently operate] in [removed: our] [added: 12] international [removed: markets, including] [added: markets throughout] Canada, Central America, and South America.

[removed: Approximately 28%] [added: As] of [added: December 31, 2017, 30.1% of] our total towers are located in Brazil and less than 3% of our total towers are located in each of our other international markets (each country is considered a market).

Our operations in these countries are solely in the site leasing business, and we expect to continue to expand operations through acquisitions and new [removed: builds.][added: builds, as well as organic lease up on our existing towers.]

Tenant leases in South America typically provide [removed: for] a [removed: fixed rental amount and a] pass-through charge for the underlying ground lease [added: rent in addition to the base tenant] rent.

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

Our operations in Central America and Ecuador are primarily denominated in United States [removed: Dollars, while our operations in Canada and the remainder of South America are denominated in local currencies.][added: Dollars.]

For each acquisition, we prepare various analyses that include projections of [removed: a five-year unlevered internal rate of return,] [added: several different investment return metrics,] review of available capacity, future lease up projections, and a summary of current and future tenant/technology mix.

Since we first entered the Central and South American markets, we have built or acquired [removed: 10,003] [added: 11,655] towers as of December 31, [removed: 2016] [added: 2017] and continue to expand in these markets to respond to growing demand.

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

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 [removed: who] [added: that] generate substantially all of our site leasing revenue and to capture [removed: ancillary] revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations.

Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and [removed: antennas] [added: equipment] on existing infrastructure; (4) support in leasing of the location; (5) [removed: 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 [removed: regional, market,] [added: market] and [removed: project] [added: regional] offices.

[removed: The] [added: These] market offices are responsible for all site development operations.

[removed: | | · | | As] [added: We believe that growing] wireless data traffic [removed: continues] [added: will require wireless service providers] to [removed: grow, carriers are investing] [added: continue] to increase the capacity of their [removed: networks;] [added: networks,] and we believe that the continued capacity increases will require our customers to [removed: add additional cell] [added: install equipment at new] sites and [removed: additional] [added: add] new equipment at [removed: current cell] [added: existing] sites. [removed: |]

| | · | | Consumers are increasing their demand for wireless connectivity due to [removed: expansion] [added: the adoption] of [added: bandwidth-intensive] wireless data applications, such as video, [removed: mobile apps and games, web browsing, email and] social [removed: networking, and continued wireline to wireless migration. Wireless devices such as smartphones, tablets, laptops, and other emerging] [added: networking] and [removed: embedded devices continue to trend toward being more bandwidth-intensive.] [added: enhanced web browsing.] As a result, according to industry estimates, global mobile data traffic will grow at an approximately [removed: 47%] [added: 46%] compound annual growth rate from 2016 to 2021 and will grow at a rate three times faster than non-mobile data traffic over the same period. |

| | · | | Consumers list network quality as a key contributor when terminating or changing service. To [added: remain competitive and to] decrease subscriber churn [removed: rate,] [added: rates,] wireless carriers have made substantial capital [removed: expenditures on] [added: investments into their] wireless networks to improve service quality and expand coverage. We expect [removed: U.S.] wireless carriers to continue to expend capital [removed: for the foreseeable future in order] to [removed: continue to improve] [added: differentiate] their [removed: networks.] [added: product offerings.] |

Most of our towers have significant capacity available for additional antennas, and we believe that increased use of our towers can [added: generate additional lease revenue and] be achieved at a low incremental cost.

[added: We measure the available] capacity of our existing [removed: facilities] [added: sites] to support additional tenants [removed: and generate additional lease revenue] by assessing several factors, including tower height, tower type, wind loading, environmental conditions, existing equipment on the tower and zoning and permitting regulations in effect in the jurisdiction where the tower is located.

As of December 31, [removed: 2016,] [added: 2017,] we had an average of [removed: 1.8] [added: 1.7] tenants per tower structure.

We intend to use [added: a portion of] our available cash from operating activities and available liquidity, including borrowings, to build and/or acquire new towers at prices that we believe will be accretive to our shareholders both in the short and long term and which allow us to maintain our long-term target leverage ratios.

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

As of December 31, [removed: 2016,] [added: 2017,] approximately [removed: 72%] [added: 70%] of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases, including renewal options under our control, was 33 years.

As of December 31, [removed: 2016,] [added: 2017,] approximately [removed: 6.2%] [added: 6.9%] of our tower structures had ground leases maturing in the next 10 years.

Since commencing operations, we have [removed: performed site leasing] [added: leased tower space] and [added: performed] site development services for all of the large U.S. wireless service providers.

Internationally, we [removed: service] [added: lease tower space to] all the major service providers in Canada, Central America, and South America.

| Percentage of Total Revenues | | | | [removed: 2016] [added: 2017] | | [removed: 2015] [added: 2016] | | [removed: 2014] [added: 2015] |

| AT&T Wireless [removed: (1)] | | | | [removed: 25.7%] [added: 25.0%] | | [removed: 24.2%] [added: 25.7%] | | [removed: 23.0%] [added: 24.2%] |

| T-Mobile | | | | [removed: 17.0%] [added: 16.5%] | | [removed: 16.0%] [added: 17.0%] | | [removed: 15.5%] [added: 16.0%] |

| Sprint | | | | [removed: 16.1%] [added: 15.1%] | | [removed: 19.6%] [added: 16.1%] | | [removed: 23.4%] [added: 19.6%] |

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, 2017.

Our largest international market is Brazil.

As of December 31, 2017, we owned 11,930 towers in our international markets.

During 2017, we continued our international expansion with our acquisition of sites in Peru and Argentina, as well as additional sites in existing international markets.

Our

In Brazil, Canada, Chile, and Colombia, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are denominated in local currency.

In Argentina and Peru, our revenue, expenses, and capital expenditures, including tenant leases, ground leases, and other tower-related expenses are dominated in a mix of local currency and U.S. dollars.

| | · | | The velocity of spectrum development is expected to remain dynamic as carriers continue to deploy new bands and optimize bands that are currently in service, both of which activities we expect will require carriers to install equipment at new sites and add new equipment at existing sites. For example, recent spectrum auctions and a new network for first responders that is being developed by AT&T for the First Responder Network Authority (“FirstNet”), an independent authority within the Department of Commerce, are expected to contribute to growth in the upcoming years. |

Our primary strategy is to continue to focus on expanding our site leasing business.

We believe that our

| CNT | Nokia, Inc. | Telefonica |

corporate office.

The FAA may condition its issuance of a no-

and other occupational health and safety matters.

In October 2016, we announced our intention to take the necessary steps to qualify as a Real Estate Investment Trust (“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.

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.

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.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—REIT Conversion” for more information.

As of December 31, 2016, we owned 15,922 sites in the United States and its territories.

As of December 31, 2016, we owned

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

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

| | · | | Spectrum licensed by the Federal Communications Commission (the “FCC”) has enabled continued network development. We expect the deployment of currently fallow spectrum and the availability of additional spectrum through a government auction anticipated to be completed in 2017 to drive continued network development in the U.S. |

Our primary strategy is to continue to focus on expanding our site leasing business due to its attractive characteristics such as long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to when a customer does not renew its lease, or, in very limited circumstances, such as in a customer bankruptcy, cancels its lease prior to the end of its term) other than in connection with customer consolidation or cessation of a particular technology (e.g. iDEN).

We measure the available

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

| Digicel | Oi S.A. | |

American Tower and Crown Castle have significantly more towers than we do, which could provide them a competitive advantage in negotiating with wireless service providers.

Furthermore, these entities generally have greater financial resources than we do which may provide them with a competitive advantage in connection with the acquisition of material tower portfolios.

Other competitive factors are quality of service to our tenants and price.

operating requirements.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated filer,” [removed: and] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $13.3] [added: $16.2] billion as of June 30, [removed: 2016.][added: 2017.]

The number of shares outstanding of the Registrant’s common stock (as of February 21, [removed: 2017):] [added: 2018):] Class A common stock — [removed: 120,977,227][added: 116,507,867.]

Portions of the Registrant’s definitive proxy statement for its [removed: 2017] [added: 2018] annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, [removed: 2016,] [added: 2017,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 26] [added: 27] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#Item7A) | [removed: 50] [added: 54] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#Item8) | [removed: 53] [added: 57] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#Item9) | [removed: 53] [added: 58] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#Item9A) | [removed: 53] [added: 58] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 56] [added: 60] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 56] [added: 60] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 57] [added: 60] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 57] [added: 60] |

| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 57] [added: 60] |

| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 57] [added: 60] |

| ITEM 16. | [FORM 10-K SUMMARY](#Item16) | [removed: 61] [added: 66] |

| [SIGNATURES](#Signatures) | | [removed: 62] [added: 67] |

10-K 1 sbac-20171231x10k.htm 10-K

| | | | |

| Emerging growth company | ☐ | | |

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section

10-K 1 sbac-20161231x10k.htm 10-K

| ITEM 9B. | [OTHER INFORMATION](#Item9B) | 56 |

We [added: also own or] have entered into long-term leases for international and regional locations convenient for the management and operation of our site leasing activities, and in certain site development office locations where we expect our activities to be longer-term.

As of December 31, [removed: 2016,] [added: 2017,] approximately [removed: 72%] [added: 70%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

As of December 31, [removed: 2016,] [added: 2017,] we had an average of [removed: 1.8] [added: 1.7] tenants per tower structure.

As of February 21, [removed: 2017,] [added: 2018,] there were [removed: 89] [added: 67] record holders of our Class A common stock.

As of December 31, [removed: 2016, $1.1 billion] [added: 2017, $956.7 million] of the federal NOLs are attributes of the REIT.

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of [removed: 2016:][added: 2017:]

| | (1) | | On [removed: June 4, 2015,] [added: February 16, 2018,] our Board of Directors authorized a new stock repurchase [removed: plan. This] [added: plan, replacing the] plan authorized [added: on January 12, 2017 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 [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares [removed: purchased were] [added: repurchased will be] retired. [added: 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.] |

| Quarter ended December 31, 2017 | | $ | 173.97 | | $ | 142.31 |

| Quarter ended September 30, 2017 | | $ | 154.71 | | $ | 133.27 |

| Quarter ended June 30, 2017 | | $ | 140.38 | | $ | 118.59 |

| Quarter ended March 31, 2017 | | $ | 120.51 | | $ | 102.06 |

| 10/1/2017 - 10/31/2017 | | 754,955 | | $ | 147.19 | | 754,955 | | $ | 350,002,722 |

| 11/1/2017 - 11/30/2017 | | 1,187,788 | | $ | 168.38 | | 1,187,788 | | $ | 150,002,829 |

| 12/1/2017 - 12/31/2017 | | — | | $ | — | | — | | $ | 150,002,829 |

| Total | | 1,942,743 | | $ | 160.15 | | 1,942,743 | | $ | 150,002,829 |

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

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

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

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

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

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

| 10/1/2016 - 10/31/2016 | | 230,900 | | $ | 108.76 | | 230,900 | | $ | 472,577,444 |

| 11/1/2016 - 11/30/2016 | | 2,095,174 | | $ | 103.64 | | 2,095,174 | | $ | 255,425,700 |

| 12/1/2016 - 12/31/2016 | | 1,004,723 | | $ | 100.53 | | 1,004,723 | | $ | 154,421,950 |

| Total | | 3,330,797 | | $ | 103.06 | | 3,330,797 | | $ | 154,421,950 |

On January 12, 2017, our 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.

Equity Compensation Plan

| | | Equity Compensation Plan Information | | | | | | | | |

| | | As of December 31, 2016 | | | | | | | | |

| | | (in thousands, except exercise price) | | | | | | | | |

| | | | | | | | | | Number of Securities | |

| | | Number of Securities | | | Weighted Average | | | | Remaining Available for | |

| | | to be Issued | | | Exercise Price | | | | Future Issuance Under | |

| | | Upon Exercise of | | | of Outstanding | | | | Equity Compensation Plans | |

| | | Outstanding Options, | | | Options, Warrants | | | | (Excluding Securities | |

| | | Warrants and Rights | | | and Rights | | | | Reflected in first column (a)) | |

| | | (a) | | | | (b) | | | (c) | |

| Equity compensation plans approved by | | | | | | | | | | |

| security holders | | | | | | | | | | |

| 2001 Plan (1) | | 79 | | | $ | 34.56 | | | — | |

| 2010 Plan | | 4,659 | (2) | | $ | 88.26 | | | 8,804 | |

| Equity compensation plans not approved by | | | | | | | | | | |

| security holders | | — | | | | | | | — | |

| Total | | 4,738 | | | $ | 87.37 | | | 8,804 | |

(1)This plan has been terminated, and we are no longer eligible to issue shares pursuant to the plan.

(2)Included in the number of securities in column (a) is 291,215 restricted stock units, which have no exercise price.

The weighted average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $94.15.

The following table sets forth selected historical financial data as of and for each of the five years in the period ended December 31, [removed: 2016.][added: 2017.]

The financial data for the fiscal years ended [added: 2017,] 2016, 2015, 2014, [removed: 2013,] and [removed: 2012] [added: 2013] have been derived from our audited consolidated financial statements.

| | | [added: 2017 | | |] 2016 | | | 2015 | | | 2014 | | | 2013 | | [removed: | 2012 | |]

| Site leasing | | $ | [removed: 1,538,070] [added: 1,623,173] | | $ | [removed: 1,480,634] [added: 1,538,070] | | $ | [removed: 1,360,202] [added: 1,480,634] | | $ | [removed: 1,133,013] [added: 1,360,202] | | $ | [removed: 846,094] [added: 1,133,013] |

| Site development | | | [added: 104,501 | | |] 95,055 | | | 157,840 | | | 166,794 | | | 171,853 | [removed: | | 107,990 |]

| Total revenues | | | [added: 1,727,674 | | |] 1,633,125 | | | 1,638,474 | | | 1,526,996 | | | 1,304,866 | [removed: | | 954,084 |]

| Cost of site leasing | | | [added: 359,527 | | |] 342,215 | | | 324,655 | | | 301,313 | | | 270,772 | [removed: | | 188,951 |]

| Cost of site development | | | [added: 86,785 | | |] 78,682 | | | 119,744 | | | 127,172 | | | 137,481 | [removed: | | 90,556 |]

| Selling, general, and administrative | | | [added: 130,697 | | |] 143,349 | | | 114,951 | | | 103,317 | | | 85,476 | [removed: | | 72,148 |]

| Acquisition related adjustments and expenses | | | [added: 12,367 | | |] 13,140 | | | 11,864 | | | 7,798 | | | 19,198 | [removed: | | 40,433 |]

| Asset impairment and decommission costs | | | [added: 36,697 | | |] 30,242 | | | 94,783 | | | 23,801 | | | 28,960 | [removed: | | 6,383 |]

| Depreciation, accretion, and amortization | | | [added: 643,100 | | |] 638,189 | | | 660,021 | | | 627,072 | | | 533,334 | [removed: | | 408,467 |]

| Total operating expenses | | | [added: 1,269,173 | | |] 1,245,817 | | | 1,326,018 | | | 1,190,473 | | | 1,075,221 | [removed: | | 806,938 |]

| Operating income | | | [added: 458,501 | | |] 387,308 | | | 312,456 | | | 336,523 | | | 229,645 | [removed: | | 147,146 |]

| Interest income | | | [added: 11,337 | | |] 10,928 | | | 3,894 | | | 677 | | | 1,794 | [removed: | | 1,128 |]

| Interest expense | | | [added: (323,749) | | |] (329,171) | | | (322,366) | | | (292,600) | | | (249,051) | [removed: | | (196,241) |]

| Non-cash interest expense | | | [added: (2,879) | | |] (2,203) | | | (1,505) | | | (27,112) | | | (49,085) | [removed: | | (70,110) |]

| Amortization of deferred financing fees | | | [added: (21,940) | | |] (21,136) | | | (19,154) | | | (17,572) | | | (15,560) | [removed: | | (12,870) |]

| Loss from extinguishment of debt, net | | | [added: (1,961) | | |] (52,701) | | | (783) | | | (26,204) | | | (6,099) | [removed: | | (51,799) |]

| Other income (expense) | | | [added: (2,418) | | |] 94,278 | | | (139,137) | | | 10,628 | | | 31,138 | [removed: | | 5,654 |]

| Total other expense | | | [added: (341,610) | | |] (300,005) | | | (479,051) | | | (352,183) | | | (286,863) | [removed: | | (324,238) |]

| Income (loss) before provision for income taxes | | | [added: 116,891 | | |] 87,303 | | | (166,595) | | | (15,660) | | | (57,218) | [removed: | | (177,092) |]

| (Provision) benefit for income taxes | | | [added: (13,237) | | |] (11,065) | | | (9,061) | | | (8,635) | | | 1,309 | [removed: | | (6,594) |]

| Net income (loss) [removed: from continuing operations] | | [added: $] | [added: 103,654 | | $ |] 76,238 | | [added: $] | (175,656) | | [added: $] | (24,295) | | [added: $] | (55,909) | [removed: | | (183,686) |]

| Basic net income (loss) per common [removed: share:] [added: share] | | [added: $] | [added: 0.86] | | [added: $] | [added: 0.61] | | [added: $] | [added: (1.37)] | | [added: $] | [added: (0.19)] | | [added: $] | [added: (0.44)] |

| [removed: Basic] [added: Diluted] net income (loss) per common share | | $ | [removed: 0.61] [added: 0.86] | | $ | [removed: (1.37)] [added: 0.61] | | $ | [removed: (0.19)] [added: (1.37)] | | $ | [removed: (0.44)] [added: (0.19)] | | $ | [removed: (1.51)] [added: (0.44)] |

| Basic | | | [added: 119,860 | | |] 124,448 | | | 127,794 | | | 128,919 | | | 127,769 | [removed: | | 120,280 |]

| Diluted | | | [added: 121,022 | | |] 125,144 | | | 127,794 | | | 128,919 | | | 127,769 | [removed: | | 120,280 |]

| Cash and cash equivalents | | $ | [removed: 146,109] [added: 68,783] | | $ | [removed: 118,039] [added: 146,109] | | $ | [removed: 39,443] [added: 118,039] | | $ | [removed: 122,112] [added: 39,443] | | $ | [removed: 233,099] [added: 122,112] |

| Restricted cash - current | | | [added: 32,924 | | |] 36,786 | | | 25,353 | | | 52,519 | | | 47,305 | [removed: | | 27,708 |]

| Property and equipment, net | | | [added: 2,812,346 | | |] 2,792,076 | | | 2,782,353 | | | 2,762,417 | | | 2,578,444 | [removed: | | 2,671,317 |]

| Intangibles, net | | | [added: 3,598,131 | | |] 3,656,924 | | | 3,735,413 | | | 4,189,540 | | | 3,387,198 | [removed: | | 3,134,133 |]

| Total assets [removed: (1)] | | | [added: 7,320,205 | | |] 7,360,945 | | | 7,312,980 | | | 7,748,635 | | | 6,714,025 | [removed: | | 6,554,506 |]

| Total debt [removed: (1)] | | | [added: 9,310,686 | | |] 8,775,583 | | | 8,452,070 | | | 7,768,309 | | | 5,807,444 | [removed: | | 5,294,698 |]

| Total shareholders' (deficit) equity | | | [added: (2,599,114) | | |] (1,995,921) | | | (1,706,144) | | | (660,801) | | | 356,966 | [removed: | | 652,991 |]

| Operating activities [removed: (2)] | | $ | [removed: 742,525] [added: 818,470] | | $ | [removed: 723,030] [added: 742,525] | | $ | [removed: 674,340] [added: 723,030] | | $ | [removed: 509,852] [added: 674,340] | | $ | [removed: 343,190] [added: 509,852] |

| Investing activities [removed: (2)] | | | [added: (605,107) | | |] (428,235) | | | (737,065) | | | (1,764,127) | | | (820,197) | [removed: | | (2,268,628) |]

| Financing activities [removed: (2)] | | | [added: (294,574) | | |] (288,557) | | | 75,751 | | | 995,298 | | | 218,170 | [removed: | | 2,113,650 |]

| | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |

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

| | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |

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

| Net income (loss) | | | 76,238 | | | (175,656) | | | (24,295) | | | (55,909) | | | (181,390) |

| Net income attributable to the noncontrolling interest | | | — | | | — | | | — | | | — | | | 353 |

| Net income (loss) attributable to SBA Commun. Corp. | | $ | 76,238 | | $ | (175,656) | | $ | (24,295) | | $ | (55,909) | | $ | (181,037) |

| Continuing operations | | $ | 0.61 | | $ | (1.37) | | $ | (0.19) | | $ | (0.44) | | $ | (1.53) |

| Discontinued operations | | | — | | | — | | | — | | | — | | | 0.02 |

| Diluted net income (loss) per common share: | | | | | | | | | | | | | | | |

| Diluted net income (loss) per common share | | $ | 0.61 | | $ | (1.37) | | $ | (0.19) | | $ | (0.44) | | $ | (1.51) |

| Short-term investments | | | 223 | | | 706 | | | 5,549 | | | 5,446 | | | 5,471 |

(1) During the first quarter of 2016, we adopted an accounting standard update on the presentation of debt issuance costs.

The new standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability on the consolidated balance sheets.

The December 31, 2015, 2014, 2013, and 2012 consolidated balance sheet were retrospectively adjusted to reflect this change.

(2) During the fourth quarter of 2016, we 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, 2014, 2013, and 2012 consolidated statements of cash flows were retrospectively adjusted to reflect this change.

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2016,] [added: 2017,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2016,] [added: 2017,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2016] [added: 2017] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] based upon criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2016] [added: 2017] based on the criteria in Internal Control – Integrated Framework (2013 Framework) issued by COSO.

Report of Independent Registered [added: Certified] Public Accounting Firm

[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders] of SBA Communications Corporation and Subsidiaries

We have audited SBA Communications Corporation and Subsidiaries’ internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal [removed: Control Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

[removed: SBA Communications Corporation and Subsidiaries’] [added: The Company’s] management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

In our opinion, SBA Communications Corporation and [removed: Subsidiaries] [added: Subsidiaries’ (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of [removed: SBA Communications Corporation and Subsidiaries] [added: the Company] as of December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] and the related consolidated statements of operations, comprehensive income (loss), shareholders’ [removed: equity (deficit)] [added: deficit,] and cash flows for each of the three years in the period ended December 31, [removed: 2016 of SBA Communications Corporation] [added: 2017,] and [removed: Subsidiaries] [added: the related notes] and [added: financial statement schedule listed in the Index at Item 15(a) of the Company and] our report dated March 1, [removed: 2017] [added: 2018] expressed an unqualified opinion thereon.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control Over Financial Reporting

March 1, 2018

PART III

Certified Public Accountants

March 1, 2017

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2017] [added: 2018] Annual Meeting of Shareholders to be filed on or before April 29, [removed: 2017.][added: 2018.]

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2017] [added: 2018] Annual Meeting of Shareholders to be filed on or before April 29, [removed: 2017.][added: 2018.]

The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2017] [added: 2018] Annual Meeting of Shareholders to be filed on or before April 29, [removed: 2017.][added: 2018.]

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2017] [added: 2018] Annual Meeting of Shareholders to be filed on or before April 29, [removed: 2017.][added: 2018.]

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2017] [added: 2018] Annual Meeting of Shareholders to be filed on or before April 29, [removed: 2017.][added: 2018.]

[added: | |] (2) [added: | |] Financial Statement Schedules [added: |]

| 2.1 | | [removed: Agreement] [added: [Agreement] and Plan of Merger, by and between SBA Communications Corporation and SBA Communications REIT Corporation, dated November 10, [removed: 2016.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex21.htm)] | | 8-K | | 01/17/17 |

| 3.1 | | [removed: Amended] [added: [Amended] and Restated Articles of Incorporation of SBA Communications Corporation, effective as of January 13, [removed: 2017.] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex31.htm)] | | 8-K | | 01/17/17 |

| 3.2 | | [removed: Articles] [added: [Articles] of Merger, effective as of January 13, [removed: 2017.] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex32.htm)] | | 8-K | | 01/17/17 |

| 3.3 | | [removed: Second] [added: [Second] Amended and Restated Bylaws of SBA Communications Corporation, effective as of January 14, [removed: 2017.] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517012393/d279506dex33.htm)] | | 8-K | | 01/18/17 |

| 4.15A | | [removed: Form] [added: [Form] of Senior [removed: Indenture.] [added: Indenture.](http://www.sec.gov/Archives/edgar/data/1034054/000119312515075315/d883871dex415a.htm)] | | S-3ASR (333-202477) | | 03/03/15 |

| 4.16A | | [removed: Form] [added: [Form] of Subordinated [removed: Indenture.] [added: Indenture.](http://www.sec.gov/Archives/edgar/data/1034054/000119312515075315/d883871dex416a.htm)] | | S-3ASR (333-202477) | | 03/03/15 |

| [removed: 4.20] [added: 4.24] | | [removed: Indenture,] [added: [Indenture,] dated July [removed: 13, 2012,] [added: 1, 2014,] between SBA [removed: Telecommunications, Inc., SBA] Communications Corporation and U.S. Bank National [removed: Association.] [added: Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312514257777/d750319dex424.htm)] | | 8-K | | [removed: 07/16/12] [added: 07/01/14] |

| [removed: 4.22] [added: 4.26] | | [removed: Indenture,] [added: [Indenture,] dated [removed: as of September 28, 2012,] [added: August 15, 2016,] between SBA Communications Corporation and U.S. Bank National [removed: Association.] [added: Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312516683231/d246365dex426.htm)] | | 8-K | | [removed: 09/28/12] [added: 08/16/16] |

| [removed: 4.24] [added: 4.24A] | | [added: [Supplemental] Indenture, dated [added: as of January 13, 2017, between SBA Communications Corporation and U.S. Bank National Association, to the Indenture dated as of] July 1, 2014, between SBA Communications Corporation and U.S. Bank National [removed: Association.] [added: Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex424a.htm)] | | 8-K | | [removed: 07/01/14] [added: 01/17/17] |

| [removed: 4.24A] [added: 4.26A] | | [removed: Supplemental] [added: [Supplemental] Indenture, dated as of January 13, 2017, between SBA Communications Corporation and U.S. Bank National Association, to the Indenture dated as of [removed: July 1, 2014,] [added: August 15, 2016,] between SBA Communications Corporation and U.S. Bank National [removed: Association.] [added: Association.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex426a.htm)] | | 8-K | | 01/17/17 |

| 4.25 | | [removed: Form] [added: [Form] of 4.875% Senior Notes due 2022 (included in Exhibit [removed: 4.24).] [added: 4.24).](http://www.sec.gov/Archives/edgar/data/1034054/000119312514257777/d750319dex424.htm)] | | 8-K | | 07/01/14 |

| [removed: 4.26A] [added: 4.28] | | [removed: Supplemental Indenture,] [added: [Indenture,] dated as of [removed: January] [added: October] 13, 2017, between SBA Communications Corporation and U.S. Bank National [removed: Association, to the Indenture dated as of August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association.] [added: Association](http://www.sec.gov/Archives/edgar/data/1034054/000119312517311034/d472591dex428.htm)] | | 8-K | | [removed: 01/17/17] [added: 10/16/17] |

| 4.27 | | [removed: Form] [added: [Form] of 4.875% Senior Notes due 2024 (included in Exhibit [removed: 4.26).] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/1034054/000119312516683231/d246365dex426.htm)] | | 8-K | | 08/16/16 |

| 10.1 | | [removed: SBA] [added: [SBA] Communications Corporation Registration Rights Agreement dated as of March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II and Robert [removed: Grobstein.] [added: Grobstein.](http://www.sec.gov/Archives/edgar/data/1034054/0000940180-98-000430-index.html)] | | S-4 (333-50219) | | 04/15/98 |

| [removed: 10.2] [added: 10.4] | | [removed: Purchase] [added: [Purchase] Agreement, dated [removed: July 26, 2012,] [added: April 4, 2013,] among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312513167677/d526073dex104.htm)] | | [removed: 10-Q] [added: 8-K] | | [removed: Quarter ended September 30, 2012] [added: 04/23/13] |

| 10.3 | | [removed: 2015] [added: [2015] Revolving Refinancing Amendment, dated as of February 5, 2015, among SBA Senior Finance II, as borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative [removed: agent.] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000103405415000004/sbac-20141231ex103a3a692.htm)] | | 10-K | | Year ended December 31, 2014 |

| [removed: 10.4] [added: 10.16] | | [removed: Purchase] [added: [Purchase] Agreement, dated April 4, [removed: 2013,] [added: 2017,] among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312517116504/d262969dex1016.htm)] | | 8-K | | [removed: 04/23/13] [added: 04/07/17] |

| 10.5 | | [removed: Incremental] [added: [Incremental] Term Loan B-2 Amendment, dated as of June 10, 2015, among SBA Senior Finance II LLC, as borrower, the several lenders from time to time parties thereto, and Toronto Dominion (Texas) LLC, as administrative [removed: agent.] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000103405415000012/sbac-20150630ex10540e3f4.htm)] | | 10-Q | | Quarter ended June 30, 2015 |

| 10.6 | | [removed: Purchase] [added: [Purchase] Agreement, dated October 6, 2015, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312515341475/d49488dex106.htm)] | | 8-K | | 10/09/15 |

| 10.7 | | [removed: Second] [added: [Second] Amended and Restated Credit Agreement, dated as of February 7, 2014, among SBA Senior Finance II LLC, as borrower, the several lenders from time to time parties thereto, Citigroup Global Capital Markets Inc. and Barclays Bank PLC, as incremental tranche B-1 term loan joint lead arrangers and syndication agents, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, The Royal Bank of Scotland plc and Wells Fargo Securities, LLC, as co-incremental Tranche B-1 term loan documentation agents, and Toronto Dominion (Texas) LLC, as administrative [removed: agent.] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000119312514051444/d674966dex107.htm)] | | 8-K | | 02/13/14 |

| 10.7A | | [removed: Seventh] [added: [Seventh] Amendment, dated as of January 20, 2017, among SBA Senior Finance II LLC, as borrower, the lenders parties thereto, and Toronto Dominion (Texas) LLC, as administrative [removed: agent.*] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000103405417000003/sbac-20161231xex10_7a.htm)] | | [added: 10-K] | | [added: Year ended December 31, 2016] |

| 10.8 | | [removed: Second] [added: [Second] Amended and Restated Guarantee and Collateral Agreement, dated as of February 7, 2014, among SBA Communications Corporation, SBA Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II LLC and certain of its subsidiaries, as identified in the Second Amended and Restated Guarantee and Collateral Agreement, in favor of Toronto Dominion (Texas) LLC, as administrative [removed: agent.] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000119312514051444/d674966dex108.htm)] | | 8-K | | 02/13/14 |

| [removed: 10.9] [added: 10.13] | | [removed: Purchase] [added: [Purchase] Agreement, dated June [removed: 17, 2014,] [added: 21, 2016,] among SBA [removed: Communications Corporation, U.S.] [added: Senior Finance, LLC, Deutsche] Bank [removed: National Association,] [added: Trust Company Americas,] as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312516631688/d215179dex1013.htm)] | | 8-K | | [removed: 06/23/14] [added: 06/24/16] |

| [removed: 10.10] [added: 10.15] | | [removed: Registration] [added: [Registration] Rights Agreement, dated [removed: July 1, 2014,] [added: August 15, 2016,] among SBA Communications Corporation and the several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto (incorporated by reference to Exhibit 10.16 to the Form 8-K filed on August 16, 2016).](http://www.sec.gov/Archives/edgar/data/1034054/000119312516683231/d246365dex1016.htm)] | | 8-K | | [removed: 07/01/14] [added: 08/16/16] |

| 10.11 | | [removed: Purchase] [added: [Purchase] Agreement, dated October 7, 2014, among SBA Senior Finance, LLC, Deutsche Bank Trust Company, as trustee, and several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312514369230/d803600dex1011.htm)] | | 8-K | | 10/10/14 |

| 10.12 | | [removed: Second] [added: [Second] Amended and Restated Loan and Security Agreement, dated as of October 15, 2014, among SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC, SBA Towers VII, LLC and any Additional Borrower or Borrowers that may become a party thereto and Midland Loan Services, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee.] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1034054/000103405414000011/sbac-20140930ex10123a592.htm)] | | 10-Q | | Quarter ended September 30, 2014 |

| 10.12A | | [removed: First] [added: [First] Loan and Security Agreement Supplement and Amendment, dated as of October 14, 2015, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee.] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1034054/000119312515348307/d46259dex1012a.htm)] | | 8-K | | 10/20/15 |

| 10.12B | | [removed: Second] [added: [Second] Loan and Security Agreement Supplement, dated as of July 7, 2016, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee.] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1034054/000119312516644570/d223557dex1012b.htm)] | | 8-K | | [removed: 07/08/2016] [added: 07/08/16] |

| [removed: 10.13] [added: 10.19] | | [removed: Purchase] [added: [Purchase] Agreement, dated [removed: June 21, 2016,] [added: February 16, 2018,] among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312518054317/d510878dex1019.htm)] | | 8-K | | [removed: 06/24/2016] [added: 02/22/18] |

| 10.14 | | [removed: Purchase] [added: [Purchase] Agreement, dated August 1, 2016, between SBA Communications Corporation and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers listed on Schedule 1 [removed: thereto.] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312516668668/d219832dex1014.htm)] | | 8-K | | [removed: 08/02/2016] [added: 08/02/16] |

| 10.33 | | [removed: 2001] [added: [2001] Equity Participation Plan as Amended and Restated on May 16, [removed: 2002.†] [added: 2002.†](http://www.sec.gov/Archives/edgar/data/1034054/000102140802005354/ddef14a.htm)] | | DEF 14A | | 04/16/02 |

| 10.50 | | [removed: Management] [added: [Management] Agreement, dated as of November 18, 2005, by and among SBA Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1034054/000119312506050160/dex1050.htm)] | | 10-K | | Year ended December 31, 2005 |

| 10.57D | | [removed: Amended] [added: [Amended] and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Kurt L. [removed: Bagwell.†] [added: Bagwell.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405416000018/sbac-20151231ex1057dab82.htm)] | | 10-K | | Year ended December 31, 2015 |

| 10.58D | | [removed: Amended] [added: [Amended] and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Thomas P. [removed: Hunt.†] [added: Hunt.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405416000018/sbac-20151231ex1058da38e.htm)] | | 10-K | | Year ended December 31, 2015 |

| 10.60 | | [removed: Joinder] [added: [Joinder] and Amendment to Management Agreement, dated November 6, 2006, by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA Network Management, Inc., and SBA Senior Finance, [removed: Inc.] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1034054/000119312507043928/dex1060.htm)] | | 10-K | | Year ended December 31, 2006 |

| 10.75A | | [removed: SBA] [added: [SBA] Communications Corporation 2008 Employee Stock Purchase Plan, as amended on May 4, [removed: 2011.†] [added: 2011.†](http://www.sec.gov/Archives/edgar/data/1034054/000119312511211834/dex1075a.htm)] | | 10-Q | | Quarter ended June 30, 2011 |

| 10.76 | | [removed: Form] [added: [Form] of Indemnification Agreement dated January 15, 2009 between SBA Communications Corporation and its directors and certain [removed: officers.] [added: officers.](http://www.sec.gov/Archives/edgar/data/1034054/000119312509041076/dex1076.htm)] | | 10-K | | Year ended December 31, 2008 |

| 10.85C | | [removed: Amended] [added: [Amended] and Restated Employment Agreement, dated as of December 7, 2015, between SBA Communications Corporation and Brendan T. [removed: Cavanagh.†] [added: Cavanagh.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405416000018/sbac-20151231ex1085c38d3.htm)] | | 10-K | | Year ended December 31, 2015 |

| 31.1 | | [removed: Certification] [added: [Certification] by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405418000003/sbac-20171231xex31_1.htm)] | | | | |

Schedule III—Schedule of Real Estate and Accumulated Depreciation (see below)

All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Form 10-K.

Schedule III—Schedule of Real Estate and Accumulated Depreciation

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

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | Life on Which |

| | | | | | | | | | Cost | | | | | | | Accumulated | | | | | | | | | Depreciation |

| | | | | | | | | | Capitalized | | | Gross Amount | | | | Depreciation | | | | | | | | | in Latest |

| | | | | | | Initial | | | Subsequent | | | Carried at Close | | | | at Close | | | | | | | | | Income |

| | | | | | | Cost to | | | to | | | of Current | | | | of Current | | | Date of | | | Date | | | Statement is |

| Description | | | Encumbrances | | | Company | | | Acquisition | | | Period | | | | Period | | | Construction | | | Acquired | | | Computed |

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

| (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | |

| 27,909 sites (1) | | $ | 6,805,000 | (2) | | (3) | | | (3) | | $ | 5,340,858 | (4) | | $ | (2,627,841) | | | Various | | | Various | | | Up to 20 years |

| | (1) | | No single site exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above. |

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

| | (2) | | As of December 31, 2017, certain assets secure debt of $6.8 billion. |

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

| | (3) | | The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis. |

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

| | (4) | | Does not include those sites under construction. |

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

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

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

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

| | | | | | | | | | | | | | | | | | | 2017 | | | 2016 | | | 2015 | |

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

| | | | | | | | | | | | | | | | | | | (in thousands) | | | | | | | |

| Gross amount at beginning | | | | | | | | | | | | | | | | | | $ | 5,079,660 | | $ | 4,839,874 | | $ | 4,577,296 |

| Additions during period: | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquisitions (1) | | | | | | | | | | | | | | | | | | | 112,979 | | | 72,456 | | | 203,441 |

| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | | 70,361 | | | 58,143 | | | 87,088 |

| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | | 43,288 | | | 37,861 | | | 52,146 |

| Land buyouts and other assets | | | | | | | | | | | | | | | | | | | 41,657 | | | 44,574 | | | 47,148 |

| Tower maintenance | | | | | | | | | | | | | | | | | | | 29,391 | | | 28,257 | | | 27,123 |

| Other (2) | | | | | | | | | | | | | | | | | | | — | | | 45,829 | | | — |

| Total additions | | | | | | | | | | | | | | | | | | | 297,676 | | | 287,120 | | | 416,946 |

| Deductions during period: | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | | (1,027) | | | (12,842) | | | (26,506) |

None.

| 4.21 | | Form of 5.75% Senior Notes due 2020 (included in Exhibit 4.20). | | 8-K | | 07/16/12 |

| 4.23 | | Form of 5.625% Senior Notes due 2019 (included in Exhibit 4.22). | | 8-K | | 09/28/12 |

| 4.26 | | Indenture, dated August 15, 2016, between SBA Communications Corporation and U.S. Bank National Association. | | 8-K | | 08/16/16 |

| 10.15 | | Registration Rights Agreement, dated August 15, 2016, among SBA Communications Corporation and the several initial purchasers listed on Schedule I thereto. | | 8-K | | 08/16/16 |

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

| 10.89 | | SBA Communications Corporation 2010 Performance and Equity Incentive Plan.† | | S-8 (333-166969) | | 05/20/10 |

| 21 | | Subsidiaries.* | | | | |

| 23.1 | | Consent of Ernst & Young LLP.* | | | | |

| Date: | March 1, [removed: 2017] [added: 2018] |

| /s/ Steven E. Bernstein | Chairman of the Board of Directors | March 1, [removed: 2017] [added: 2018] |

| /s/ Jeffrey A. Stoops | Chief Executive Officer and President | March 1, [removed: 2017] [added: 2018] |

| /s/ Brendan T. Cavanagh | Chief Financial Officer and Executive Vice President | March 1, [removed: 2017] [added: 2018] |

| /s/ Brian D. Lazarus | Chief Accounting Officer and Senior Vice President | March 1, [removed: 2017] [added: 2018] |

| /s/ Brian C. Carr | Director | March 1, [removed: 2017] [added: 2018] |

| /s/ Mary S. Chan | Director | March 1, [removed: 2017] [added: 2018] |

| /s/ Duncan H. Cocroft | Director | March 1, [removed: 2017] [added: 2018] |

| /s/ George R. Krouse Jr. | Director | March 1, [removed: 2017] [added: 2018] |

| /s/ Jack Langer | Director | March 1, [removed: 2017] [added: 2018] |

| /s/ Kevin L. Beebe | Director | March 1, [removed: 2017] [added: 2018] |

| [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#BS)] [added: 2016](#BS)] | F-2 |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#IS)] [added: 2015](#IS)] | F-3 |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#CI)] [added: 2015](#CI)] | F-4 |

| [Consolidated Statements of Shareholders’ [removed: Equity (Deficit)] [added: Deficit] for the years ended December 31, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014](#SE)] [added: 2015](#SE)] | F-5 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#CF)] [added: 2015](#CF)] | F-6 |

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Certified Public Accounting Firm]

[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders] of SBA Communications Corporation and Subsidiaries