Item 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops Chief Executive Officer and President
Date:	February 28, 2019

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

Signature	Title	Date
/s/ Steven E. Bernstein	Chairman of the Board of Directors	February 28, 2019
Steven E. Bernstein
/s/ Jeffrey A. Stoops	Chief Executive Officer and President	February 28, 2019
Jeffrey A. Stoops	(Principal Executive Officer)
/s/ Brendan T. Cavanagh	Chief Financial Officer and Executive Vice President	February 28, 2019
Brendan T. Cavanagh	(Principal Financial Officer)
/s/ Brian D. Lazarus	Chief Accounting Officer and Senior Vice President	February 28, 2019
Brian D. Lazarus	(Principal Accounting Officer)
/s/ Brian C. Carr	Director	February 28, 2019
Brian C. Carr
/s/ Mary S. Chan	Director	February 28, 2019
Mary S. Chan
/s/ Duncan H. Cocroft	Director	February 28, 2019
Duncan H. Cocroft
/s/ George R. Krouse Jr.	Director	February 28, 2019
George R. Krouse Jr.
/s/ Jack Langer	Director	February 28, 2019
Jack Langer
/s/ Kevin L. Beebe	Director	February 28, 2019
Kevin L. Beebe

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2018 and 2017	F-2
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016	F-3
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016	F-4
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2018, 2017, and 2016	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016	F-6
Notes to Consolidated Financial Statements	F-8

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of SBA Communications Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.

Boca Raton, Florida

February 28, 2019

F-1

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

		December 31,			December 31,
		2018			2017
ASSETS
Current assets:
Cash and cash equivalents		$	143,444		$	68,783
Restricted cash			32,464			32,924
Accounts receivable, net			111,035			90,673
Costs and estimated earnings in excess of billings on uncompleted contracts			23,785			17,437
Prepaid expenses and other current assets			63,126			49,716
Total current assets			373,854			259,533
Property and equipment, net			2,786,355			2,812,346
Intangible assets, net			3,331,465			3,598,131
Other assets			722,033			650,195
Total assets		$	7,213,707		$	7,320,205
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	34,308		$	33,334
Accrued expenses			63,665			69,862
Current maturities of long-term debt			941,728			20,000
Deferred revenue			108,054			97,969
Accrued interest			48,722			48,899
Other current liabilities			9,802			8,841
Total current liabilities			1,206,279			278,905
Long-term liabilities:
Long-term debt, net			8,996,825			9,290,686
Other long-term liabilities			387,426			349,728
Total long-term liabilities			9,384,251			9,640,414
Shareholders' deficit:
Preferred stock - par value $.01, 30,000 shares authorized, no shares issued or outst.			—			—
Common stock - Class A, par value $.01, 400,000 shares authorized, 112,433
and 116,446 shares issued and outstanding at December 31, 2018
and December 31, 2017, respectively			1,124			1,164
Additional paid-in capital			2,270,326			2,167,470
Accumulated deficit			(5,136,368)			(4,388,288)
Accumulated other comprehensive loss, net			(511,905)			(379,460)
Total shareholders' deficit			(3,376,823)			(2,599,114)
Total liabilities and shareholders' deficit		$	7,213,707		$	7,320,205

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

F-2

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

		For the year ended December 31,
		2018			2017			2016
Revenues:
Site leasing		$	1,740,434		$	1,623,173		$	1,538,070
Site development			125,261			104,501			95,055
Total revenues			1,865,695			1,727,674			1,633,125
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion, and
amortization shown below):
Cost of site leasing			372,296			359,527			342,215
Cost of site development			96,499			86,785			78,682
Selling, general, and administrative			142,526			130,697			143,349
Acquisition related adjustments and expenses			10,961			12,367			13,140
Asset impairment and decommission costs			27,134			36,697			30,242
Depreciation, accretion, and amortization			672,113			643,100			638,189
Total operating expenses			1,321,529			1,269,173			1,245,817
Operating income			544,166			458,501			387,308
Other income (expense):
Interest income			6,731			11,337			10,928
Interest expense			(376,217)			(323,749)			(329,171)
Non-cash interest expense			(2,640)			(2,879)			(2,203)
Amortization of deferred financing fees			(20,289)			(21,940)			(21,136)
Loss from extinguishment of debt, net			(14,443)			(1,961)			(52,701)
Other (expense) income, net			(85,624)			(2,418)			94,278
Total other expense, net			(492,482)			(341,610)			(300,005)
Income before provision for income taxes			51,684			116,891			87,303
Provision for income taxes			(4,233)			(13,237)			(11,065)
Net income		$	47,451		$	103,654		$	76,238
Net income per common share:
Basic		$	0.41		$	0.86		$	0.61
Diluted		$	0.41		$	0.86		$	0.61
Weighted average common shares outstanding:
Basic			114,909			119,860			124,448
Diluted			116,515			121,022			125,144

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

F-3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

		For the year ended December 31,
		2018			2017			2016
Net income		$	47,451		$	103,654		$	76,238
Foreign currency translation adjustments			(132,445)			(9,276)			131,861
Comprehensive (loss) income		$	(84,994)		$	94,378		$	208,099

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

F-4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(in thousands)

													Accumulated
		Class A					Additional						Other
		Common Stock					Paid-In			Accumulated			Comprehensive
		Shares		Amount			Capital			Deficit			Loss			Total
BALANCE, December 31, 2015		125,743		$	1,257		$	1,962,713		$	(3,168,069)		$	(502,045)		$	(1,706,144)
Net income		—			—			—			76,238			—			76,238
Common stock issued in connection with
stock purchase/option plans		602			6			14,404			—			—			14,410
Non-cash stock compensation		—			—			33,403			—			—			33,403
Repurchase and retirement of common stock		(5,341)			(53)			—			(545,636)			—			(545,689)
Foreign currency translation adjustments		—			—			—			—			131,861			131,861
BALANCE, December 31, 2016		121,004			1,210			2,010,520			(3,637,467)			(370,184)			(1,995,921)
Net income		—			—			—			103,654			—			103,654
Common stock issued in connection with
stock purchase/option plans		812			8			54,798			—			—			54,806
Non-cash stock compensation		—			—			38,844			—			—			38,844
Common stock issued in connection with
acquisitions		488			5			63,308			—			—			63,313
Repurchase and retirement of common stock		(5,858)			(59)			—			(854,475)			—			(854,534)
Foreign currency translation adjustments		—			—			—			—			(9,276)			(9,276)
BALANCE, December 31, 2017		116,446			1,164			2,167,470			(4,388,288)			(379,460)			(2,599,114)
Net income		—			—			—			47,451			—			47,451
Common stock issued in connection with
stock purchase/option plans		962			10			59,716			—			—			59,726
Non-cash stock compensation		—			—			43,140			—			—			43,140
Repurchase and retirement of common stock		(4,975)			(50)			—			(795,531)			—			(795,581)
Foreign currency translation adjustments		—			—			—			—			(132,445)			(132,445)
BALANCE, December 31, 2018		112,433		$	1,124		$	2,270,326		$	(5,136,368)		$	(511,905)		$	(3,376,823)

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

F-5

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

		For the year ended December 31,
		2018			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	47,451		$	103,654		$	76,238
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization			672,113			643,100			638,189
Non-cash asset impairment and decommission costs			26,192			32,423			25,693
Non-cash compensation expense			42,327			38,249			32,915
Amortization of deferred financing fees			20,289			21,940			21,136
Loss (gain) on remeasurement of U.S. denominated intercompany loan			89,101			8,754			(90,030)
Provision for doubtful accounts			551			2,909			22,516
Loss from extinguishment of debt, net			14,087			1,961			52,701
Other non-cash items reflected in the Statements of Operations			(14,586)			(4,850)			(1,225)
Changes in operating assets and liabilities, net of acquisitions:
AR and costs and est. earnings in excess of billings on uncompleted contracts, net			(29,427)			(20,893)			(7,270)
Prepaid expenses and other assets			(38,040)			(16,888)			(40,289)
Accounts payable and accrued expenses			(3,021)			3,555			(10,516)
Other liabilities			23,581			4,556			22,467
Net cash provided by operating activities			850,618			818,470			742,525
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions			(451,829)			(441,547)			(276,835)
Capital expenditures			(149,812)			(147,044)			(139,982)
Purchase of investments			(156,983)			(397)			(100)
Proceeds from sale of investments			150,890			231			712
Other investing activities			(10,613)			(16,350)			(12,030)
Net cash used in investing activities			(618,347)			(605,107)			(428,235)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility			1,120,000			525,000			580,000
Repayments under Revolving Credit Facility			(835,000)			(875,000)			(190,000)
Repayment of Term Loans			(1,947,000)			(20,000)			(20,000)
Proceeds from issuance of Term Loans, net of fees			2,377,218			—			—
Payment for the redemption of 5.625% Senior Notes			—			—			(514,065)
Payment for the redemption of 5.75% Senior Notes			—			—			(825,795)
Proceeds from issuance of Senior Notes, net of fees			—			741,108			1,078,123
Proceeds from issuance of Tower Securities, net of fees			631,466			749,764			690,475
Repayment of Tower Securities			(755,000)			(610,000)			(550,000)
Repurchase and retirement of common stock			(795,581)			(854,534)			(545,689)
Other financing activities			55,360			49,088			8,394
Net cash used in financing activities			(148,537)			(294,574)			(288,557)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			(9,729)			(464)			13,618
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH			74,005			(81,675)			39,351
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of year			104,295			185,970			146,619
End of year		$	178,300		$	104,295		$	185,970

(continued)

F-6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

		For the year ended December 31,
		2018			2017			2016
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	376,628		$	319,562		$	338,409
Income taxes		$	21,645		$	14,653		$	9,655
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH
ACTIVITIES:
Assets acquired through capital leases		$	1,039		$	254		$	1,386
Common stock issued in connection with acquisitions		$	—		$	63,313		$	—

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

F-7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.GENERAL

SBA Communications Corporation (the “Company” or “SBAC”) was incorporated in the State of Florida in March 1997. The Company is a holding company that holds all of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”). Telecommunications is a holding company that holds the outstanding capital stock of SBA Senior Finance, LLC (“SBA Senior Finance”), and other operating subsidiaries which are not a party to any loan agreement. SBA Senior Finance is a holding company that holds, directly or indirectly, the equity interest in certain subsidiaries that issued the Tower Securities (see Note 12) and certain subsidiaries that were not involved in the issuance of the Tower Securities. With respect to the subsidiaries involved in the issuance of the Tower Securities, SBA Senior Finance is the sole member of SBA Holdings, LLC and SBA Depositor, LLC. SBA Holdings, LLC is the sole member of SBA Guarantor, LLC. SBA Guarantor, LLC directly or indirectly holds all of the capital stock of the companies referred to as the “Borrowers” under the Tower Securities. With respect to subsidiaries not involved in the issuance of the Tower Securities, SBA Senior Finance holds all of the membership interests in SBA Senior Finance II, LLC (“SBA Senior Finance II”) and certain non-operating subsidiaries. SBA Senior Finance II holds, directly or indirectly, all the capital stock of certain international subsidiaries and certain other tower companies (known as “Tower Companies”). SBA Senior Finance II also holds, directly or indirectly, all the capital stock and/or membership interests of certain other subsidiaries involved in providing services, including SBA Network Services, LLC (“Network Services”) as well as SBA Network Management, Inc. (“Network Management”) which manages and administers the operations of the Borrowers.

As of December 31, 2018, the Company owned and operated wireless towers in the United States and its territories. In addition, the Company owned towers in Argentina, Brazil, Canada, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Nicaragua, Panama, and Peru. Space on these towers is leased primarily to wireless service providers. As of December 31, 2018, the Company owned and operated 29,578 towers of which 16,263 are domestic and 13,315 are international.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Restricted Cash

The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the Tower Securities as well as for payment and

F-8

performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business, as well as collateral associated with workers’ compensation plans (see Note 4).

Investments

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

The Company accounts for its investments in privately held companies under the equity method. The Company evaluates its investments for impairment at least annually. The Company determines the fair value of its investments by considering available evidence, including general market conditions, the investee’s financial condition, near-term prospects, market comparables and subsequent rounds of financing. The Company measures and records its investments at fair value when they are deemed to be other-than-temporarily impaired. The Company did not recognize any impairment loss associated with its investments during the years ended December 31, 2018, 2017, and 2016.

During the years ended December 31, 2018 and 2017, the Company received proceeds related to the sale or maturity of investments of $150.9 million and $0.2 million, respectively. During the year ended December 31, 2018 and 2017, no gain or loss was recorded related to the sale or maturity of investments. The proceeds are reflected in Net cash used in investing activities on the Consolidated Statements of Cash Flows. The aggregate carrying value of the Company’s investments was approximately $14.6 million and $8.6 million as of December 31, 2018 and 2017, respectively, and is classified within prepaid and other current assets and other assets on the Company’s consolidated balance sheets.

Property and Equipment

Property and equipment are recorded at cost or at estimated fair value (in the case of acquired properties), adjusted for asset impairment and estimated asset retirement obligations. Costs for self-constructed towers include direct materials and labor, indirect costs and capitalized interest. Approximately $0.9 million, $1.1 million, and $1.0 million of interest cost was capitalized in 2018, 2017 and 2016, respectively.

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

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

Asset classes and related estimated useful lives are as follows:

Towers and related components	3 - 15 years
Furniture, equipment and vehicles	2 - 7 years
Buildings and improvements	10 - 30 years

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

F-9

Deferred Financing Fees

Financing fees related to the issuance of debt have been deferred and are being amortized using the effective interest rate method over the expected duration of the related indebtedness (see Note 12). For all of the Company’s debt, except for the Revolving Credit Facility where the debt issuance costs are being presented as an asset on the accompanying Consolidated Balance Sheet, debt issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset.

Deferred Lease Costs

The Company defers certain initial direct costs associated with the origination of tenant leases and lease amendments and amortizes these costs over the initial lease term or over the lease term remaining if related to a lease amendment. Such deferred costs were approximately $11.3 million, $11.0 million, and $10.2 million in 2018, 2017, and 2016, respectively. Amortization expense was $12.2 million, $13.1 million, and $11.3 million for the years ended December 31, 2018, 2017 and 2016, respectively, and is included in cost of site leasing on the accompanying Consolidated Statements of Operations. As of December 31, 2018 and 2017, unamortized deferred lease costs were $27.0 million and $27.7 million, respectively, and are included in other assets on the accompanying Consolidated Balance Sheets.

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases, which changed how deferred lease costs are calculated. Refer to “Recent Accounting Pronouncements Not Yet Adopted” for further changes related to the adoption of this guidance.

Intangible Assets

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

Impairment of Long-Lived Assets

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

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

The Company recognized impairment charges of $27.1 million, $36.7 million, and $30.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. Refer to Note 3 for further detail of these amounts.

F-10

Fair Value Measurements

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

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

Revenue Recognition and Accounts Receivable

Revenue from site leasing is recognized on a straight-line basis over the current term of the related lease agreements, which are generally five to ten years. Receivables recorded related to the straight-line impact of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenues from site leasing represent 93% of the Company’s total revenues.

Site development projects in which the Company performs consulting services include contracts on a fixed price basis that are billed at contractual rates. Revenue is recognized over time based on milestones achieved, which are determined based on costs incurred. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on the Consolidated Balance Sheets.

Revenue from construction projects is recognized over time, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Refer to Note 9 for further detail of costs and estimated earnings in excess of billings on uncompleted contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.

The site development segment represents approximately 7% of the Company’s total revenues. The Company accounts for site development revenue in accordance with ASC 606, Revenue from Contracts with Customers, which was adopted on January 1, 2018 by applying the modified retrospective transition method. Payment terms do not result in any significant financing arrangements. Furthermore, these contracts do not typically include variable consideration; therefore, the transaction price that is recognized over time is generally the amount of the total contract. The cumulative effect of initially applying the new revenue standard had no impact on the Company’s financial results. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the new standard will have no impact to net income on an ongoing basis.

The accounts receivable balance was $111.0 million and $90.7 million as of December 31, 2018 and 2017, respectively, of which $27.1 million and $20.8 million related to the site development segment as of December 31, 2018 and 2017, respectively. Refer to Note 18 for further detail of the site development segment.

Allowance for Doubtful Accounts

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

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

		For the year ended December 31,
		2018			2017			2016
			(in thousands)
Beginning balance		$	26,481		$	24,518		$	1,681
Provision for doubtful accounts			551			2,909			22,516
Write-offs, net of recoveries			(591)			(647)			(614)
Currency translation adjustment			(2,561)			(299)			935
Ending balance		$	23,880		$	26,481		$	24,518

On June 20, 2016, Oi, S.A. (“Oi”), the Company’s largest customer in Brazil, filed a petition for judicial reorganization in Brazil. Prior to the filing of the reorganization petition, Oi was current in all payment obligations to the Company through April 30, 2016. Due to the uncertainty surrounding the recoverability of amounts owed by Oi relating to services provided prior to the date of Oi’s petition, the Company has recorded a $16.5 million bad debt provision (the “Oi reserve”) which covers amounts owed or potentially owed by Oi as of the filing date. The Oi reserve was recorded in Selling, general, and administrative expense on the consolidated statement of operations for the year ended December 31, 2016. Under Brazilian law governing judicial reorganizations, the contracts governing post-petition obligations such as tower rents remain unchanged, and debtors do not have the ability to reject or terminate the contracts other than pursuant to their original terms. Since the filing, the Company has received all rental payments due in connection with obligations of Oi accruing post-petition. On January 8, 2018, Oi’s reorganization plan was approved by the Brazilian courts and Oi is expected to fully resolve all its pre-petition obligations in accordance with the terms of the plan, which includes a 10% reduction in the receivable and four annual installment payments beginning in December 2019.

Cost of Revenue

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

Income Taxes

The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. The Company considers many factors when assessing the likelihood of future realization, including the Company's recent cumulative earnings by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available, the carryforward periods available to the Company for tax reporting purposes and other relevant factors.

The Company began operating as a REIT for federal income tax purposes effective January 1, 2016. As a REIT, the Company generally is not subject to corporate level federal income tax on taxable income it distributes to its stockholders as long as it meets the organizational and operational requirements under the REIT rules. However, certain subsidiaries have made an election with the IRS to be treated as a taxable REIT subsidiary (“TRS”) in conjunction with the Company's REIT election. The TRS elections permit SBA to engage in certain business activities in which the REIT may not engage directly, so long as these activities are conducted in entities that elect to be treated as TRSs under the Code. A TRS is subject to federal and state income taxes on the income from these activities. Additionally, the Company has included in TRSs the Company’s tower operations in most foreign jurisdictions; however, the REIT holds selected tower assets in Puerto Rico and USVI. Those operations will continue to be subject to foreign taxes in the jurisdiction in which such assets and operations are located regardless of whether they are included in a TRS.

The Company will continue to file separate federal tax returns for the REIT and TRS for the year ended December 31, 2018. The REIT had taxable income and utilized net operating losses (“NOLs”) to offset its 2018 distribution requirement. Some of our

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TRSs generated NOLs which will be carried forward to use in future years. The deferred tax asset generated by the NOLs are fully reserved by a valuation allowance.

The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return if applicable. The Company has not identified any tax exposures that require a reserve. To the extent that the Company records unrecognized tax exposures, any related interest and penalties will be recognized as interest expense in the Company’s Consolidated Statements of Operations.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock units and employee stock purchases under employee stock purchase plans. The Company records compensation expense, for stock options and restricted stock units on a straight-line basis over the vesting period. Compensation expense for employee stock options is based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model. Compensation expense for restricted stock units is based on the fair market value of the units awarded at the date of the grant.

Asset Retirement Obligations

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

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

As of December 31, 2018 and 2017, the asset retirement obligation was $9.9 million and $7.2 million, respectively, and is included in other long-term liabilities on the Consolidated Balance Sheets. Upon settlement of the obligations, any difference between the cost to retire an asset and the recorded liability is recorded in the Consolidated Statements of Operations. In determining the measurement of the asset retirement obligations, the Company considered the nature and scope of the contractual restoration obligations contained in the Company’s ground leases, the historical retirement experience as an indicator of future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value and timing of estimated restoration costs and the credit adjusted risk-free rate used to discount future obligations.

Comprehensive Income (Loss)

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

Foreign Currency Translation

All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end rates of exchange, while revenues and expenses are translated at monthly average rates of exchange prevailing during the year. Unrealized remeasurement gains and losses are reported as foreign currency translation adjustments through Accumulated Other Comprehensive Loss in the accompanying Consolidated Statement of Shareholders’ Deficit.

For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Unrealized translation gains and losses are reported as other income (expense), net in the Consolidated Statement of Operations.

Acquisitions

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business. 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

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asset acquisition. The Company adopted this standard effective January 1, 2017 and all changes are being accounted for prospectively. The adoption of ASU 2017-01 did not have a material impact on the Company’s unaudited consolidated financial statements and related disclosures.

Under the new standard, the Company’s 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, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management at the time. For acquisitions, 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. For acquisitions, external, direct transaction costs will be capitalized as a component of the cost of the asset acquired. The Company will continue to expense internal acquisition costs as incurred. For business combinations, the estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. As of December 31, 2018, there were no purchase price allocations that were preliminary.

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

Intercompany Loans Subject to Remeasurement

The Company has two wholly owned subsidiaries, Brazil Shareholder I, LLC, a Florida limited liability company, and SBA Torres Brasil, Limitada, a limited liability company existing under the laws of the Republic of Brazil, which have entered into intercompany loan agreements pursuant to which the entities may from time to time agree to lend/borrow amounts under the terms of each agreement. The first agreement entered into in November 2014 was for $750.0 million and was created to fund the acquisition of 1,641 towers in Brazil. The second agreement entered into in December 2017 was for $500.0 million and was created to fund the acquisition of 941 towers in Brazil.

In accordance with Accounting Standards Codification (ASC) 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statement of Operations as settlement is anticipated or planned in the foreseeable future. For the years ended December 31, 2018, 2017, and 2016, the Company recorded a $89.1 million loss, a $8.8 million loss, and a $90.0 million gain, respectively, on the remeasurement of intercompany loans due to changes in foreign exchange rates. As of December 31, 2018 and 2017, the aggregate amount outstanding under the two intercompany loan agreements with the Company’s Brazilian subsidiary was $536.9 million and $560.9 million, respectively.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. The Company has adopted this standard as of January 1, 2019. This guidance will have a material impact on the Company’s consolidated balance sheet due to the recognition of lease liabilities for its ground leases of approximately $2.3 billion to $2.7 billion. Adoption of this guidance will not have a significant impact on the Company’s lease classification, a material impact on its consolidated statement of operations, or a notable impact on its liquidity. Additionally, the standard will have no impact on the Company’s debt-covenant compliance under its current agreements.

In July 2018, the FASB issued additional guidance on the accounting for leases. The guidance provides companies with another transition method that allows entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings as of the date of adoption. Under this method, previously presented years’ financial positions and results are not adjusted. The Company adopted this alternative transition method. The new guidance also provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component if (1) the non-lease components would otherwise be

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accounted for under the new revenue recognition standard, (2) both the timing and pattern of transfer are the same for the non-lease components and associated lease component, and (3) if accounted for separately, the lease component would be classified as an operating lease. The Company adopted this practical expedient in its accounting for leases.

3.FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis— The Company’s earnout liabilities related to business combinations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Accrued expenses in the accompanying Consolidated Balance Sheets. Changes in estimates are recorded in Acquisition related adjustments and expenses in the accompanying Consolidated Statement of Operations. The Company determines the fair value of earnouts (contingent consideration) and any subsequent changes in fair value using a discounted probability-weighted approach using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation contained in acquisitions prior to January 1, 2017 (adoption of ASU 2017-01) was $0.5 million and $2.5 million as of December 31, 2018 and 2017, respectively. The maximum potential obligation related to the performance targets for these acquisitions was $0.7 million and $3.1 million as of December 31, 2018 and 2017, respectively. The maximum potential obligation related to the performance targets for acquisitions after January 1, 2017, which have not been recorded on the Company’s Consolidated Balance Sheet, were $13.3 million and $11.1 million as of December 31, 2018 and 2017.

The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the accompanying Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.

Items Measured at Fair Value on a Nonrecurring Basis— The Company’s long-lived and intangible assets are measured at fair value on a nonrecurring basis using Level 3 inputs. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived and intangible assets is calculated using a discounted cash flow model.

Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs (in thousands):

		For the year
		ended December 31,
		2018			2017			2016
Asset impairment (1)		$	14,350		$	15,389		$	19,217
Write-off of carrying value of decommissioned towers			10,795			16,861			12,967
Gain on sale of fiber assets (2)			—			—			(8,919)
Other (including third party decommission costs)			1,989			4,447			6,977
Total asset impairment and decommission costs		$	27,134		$	36,697		$	30,242

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

(2)Gain recognized on the sale of fiber assets acquired in the 2012 Mobilitie transaction.

Fair Value of Financial Instruments— The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. Short-term investments consisted of $0.2 million in Treasury securities as of December 31, 2018 and 2017. The Company’s estimate of the fair value of its held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of December 31, 2018, the carrying value and fair value of the held-to-maturity investments, including current portion, were $0.2 million. As of December 31, 2017, the carrying value and fair value of the held-to-maturity investments, including current portion, were $0.5 million. The current portion is recorded in Prepaid and other current assets in the accompanying Consolidated Balance Sheets, while held-to-maturity investments are recorded in Other assets. For the year ended December 31, 2018, the Company purchased $150.0 million and sold $150.2 million of short-term investments.

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The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the interest payments are based on Eurodollar rates that reset monthly or more frequently. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate was set for the Revolving Credit Facility (112.5 to 175.0 basis points). Refer to Note 12 for the fair values, principal balances, and carrying values of the Company’s debt instruments.

4.RESTRICTED CASH

The cash, cash equivalents, and restricted cash balances on the consolidated statement of cash flows consists of the following:

		As of			As of			As of
		December 31, 2018			December 31, 2017			December 31, 2016			Included on Balance Sheet
			(in thousands)
Cash and cash equivalents		$	143,444		$	68,783		$	146,109
Securitization escrow accounts			32,261			32,699			36,607		Restr. cash - current asset
Payment and performance bonds			203			225			179		Restr. cash - current asset
Surety bonds and workers compensation			2,392			2,588			3,075		Other assets - noncurrent
Total cash, cash equivalents, and restr. cash		$	178,300		$	104,295		$	185,970

Pursuant to the terms of the Tower Securities (see Note 12), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to towers, (3) trustee and servicing expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 12) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of December 31, 2018 and 2017, the Company had $40.5 million and $39.5 million in surety, payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of December 31, 2018 and 2017, the Company had also pledged $2.2 and $2.5 million, respectively, as collateral related to its workers compensation policy.

5.PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

The Company’s prepaid expenses and other current assets are comprised of the following:

		As of			As of
		December 31, 2018			December 31, 2017
			(in thousands)
Prepaid ground rent		$	34,276		$	32,505
Loan receivables			11,178			948
Other			17,672			16,263
Total prepaid expenses and other current assets		$	63,126		$	49,716

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

		As of			As of
		December 31, 2018			December 31, 2017
			(in thousands)
Prepaid ground rent		$	263,694		$	220,493
Straight-line rent receivable			322,073			313,650
Loan receivables			49,255			52,383
Deferred lease costs, net			27,020			27,703
Deferred tax asset - long term			18,330			1,670
Other			41,661			34,296
Total other assets		$	722,033		$	650,195

6.ACQUISITIONS

The following table summarizes the Company’s acquisition activity:

		For the year ended December 31,
		2018			2017			2016
Tower acquisitions (number of towers)			1,316			1,425			531

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

		For the year ended December 31,
		2018			2017			2016
			(in thousands)
Acquisitions of towers and related intangible assets (1)		$	406,699		$	392,902		$	214,686
Land buyouts and other assets (2)			45,130			48,645			62,149
Total cash acquisition capital expenditures		$	451,829		$	441,547		$	276,835

	(1)		The year ended December 31, 2017 excludes $63.3 million of acquisition costs funded through the issuance of 487,963 shares of Class A common stock.

	(2)		In addition, the Company paid $24.3 million, $18.8 million, and $14.1 million for ground lease extensions and term easements on land underlying the Company’s towers during the years ending December 31, 2018, 2017, and 2016, respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.

During the year ended December 31, 2018, the Company acquired 1,316 completed towers and related assets and liabilities consisting of $134.5 million of property and equipment, $280.7 million of intangible assets, and $8.5 million of working capital adjustments.

During the year ended December 31, 2017, the Company acquired 1,425 completed towers and related assets and liabilities consisting of $114.7 million of property and equipment, $345.3 million of intangible assets, and $3.8 million of working capital adjustments.

During the year ended December 31, 2016, the Company acquired 531 completed towers and related assets and liabilities for $214.7 million in cash consisting of $72.8 million of property and equipment, $144.4 million of intangible assets, and $2.5 million of working capital adjustments.

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Subsequent to December 31, 2018, the Company acquired 27 towers and related assets for $10.7 million in cash.

7.INTANGIBLE ASSETS, NET

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

		As of December 31, 2018									As of December 31, 2017
		Gross carrying			Accumulated			Net book			Gross carrying			Accumulated			Net book
		amount			amortization			value			amount			amortization			value
		(in thousands)
Current contract intangibles		$	4,394,416		$	(1,928,030)		$	2,466,386		$	4,355,171		$	(1,673,270)		$	2,681,901
Network location intangibles			1,669,859			(804,780)			865,079			1,617,441			(701,211)			916,230
Intangible assets, net		$	6,064,275		$	(2,732,810)		$	3,331,465		$	5,972,612		$	(2,374,481)		$	3,598,131

All intangible assets noted above are included in the Company’s site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $402.6 million, $384.1 million, and $369.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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

For the year ended December 31,								(in thousands)
2019								$	403,371
2020									402,447
2021									369,864
2022									349,657
2023									327,181

8.PROPERTY AND EQUIPMENT, NET

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

		As of			As of
		December 31, 2018			December 31, 2017
		(in thousands)
Towers and related components		$	4,951,321		$	4,772,807
Construction-in-process			35,756			34,689
Furniture, equipment, and vehicles			54,814			53,260
Land, buildings, and improvements			668,459			630,370
Total property and equipment			5,710,350			5,491,126
Less: accumulated depreciation			(2,923,995)			(2,678,780)
Property and equipment, net		$	2,786,355		$	2,812,346

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s site leasing operations. Depreciation expense was $269.2 million, $258.4 million, and $268.1 million for the years ended December 31, 2018, 2017, and 2016, respectively. At December 31, 2018 and 2017, non-cash capital expenditures that are included in accounts payable and accrued expenses were $12.4 million.

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9.COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:

		As of			As of
		December 31, 2018			December 31, 2017
		(in thousands)
Costs incurred on uncompleted contracts		$	38,464		$	31,404
Estimated earnings			16,655			10,541
Billings to date			(31,952)			(24,771)
		$	23,167		$	17,174

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

		As of			As of
		December 31, 2018			December 31, 2017
		(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts		$	23,785		$	17,437
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)			(618)			(263)
		$	23,167		$	17,174

At December 31, 2018 and 2017, eight customers comprised 96.3% and 87.9%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, respectively.

10.CONCENTRATION OF CREDIT RISK

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

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

				For the year ended December 31,
Percentage of Total Revenues				2018		2017		2016
AT&T Wireless				24.0%		25.0%		25.7%
Sprint				17.9%		15.1%		16.1%
T-Mobile				16.4%		16.5%		17.0%
Verizon Wireless				14.7%		15.2%		15.2%

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

				For the year ended December 31,
Percentage of Domestic Site Leasing Revenue				2018		2017		2016
AT&T Wireless				31.9%		32.7%		32.7%
T-Mobile				20.3%		19.7%		19.6%
Sprint				19.6%		18.9%		19.8%
Verizon Wireless				19.0%		19.0%		18.2%
				For the year ended December 31,
Percentage of International Site Leasing Revenue				2018		2017		2016
Oi S.A.				35.5%		42.2%		43.9%
Telefonica				26.7%		25.7%		26.4%
Claro				11.4%		10.0%		9.4%

				For the year ended December 31,
Percentage of Site Development Revenue				2018		2017		2016
Sprint				47.1%		12.9%		11.7%
T-Mobile				16.4%		26.9%		28.4%
Verizon Wireless				6.4%		12.8%		16.5%
Nokia, Inc.				3.2%		10.1%		7.1%

Five customers comprised 67.5% of total gross accounts receivable at December 31, 2018 compared to five customers which comprised 66.9% of total gross accounts receivable at December 31, 2017.

11.EARNINGS PER SHARE

Basic earnings per share was computed by dividing net income attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding adjusted for any dilutive Common Stock equivalents, including unvested restricted stock and shares issuable upon exercise of stock options as determined under the “If-Converted” method and also Common Stock warrants as determined under the “Treasury Stock” method.

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The following table sets forth basic and diluted net income per common share for the years ended December 31, 2018, 2017, and 2016 (in thousands, except per share data):

		For the year ended December 31,
		2018			2017			2016
Numerator:
Net income		$	47,451		$	103,654		$	76,238
Denominator:
Basic weighted-average shares outstanding			114,909			119,860			124,448
Dilutive impact of stock options and restricted shares			1,606			1,162			696
Diluted weighted-average shares outstanding			116,515			121,022			125,144
Net income per common share:
Basic		$	0.41		$	0.86		$	0.61
Diluted		$	0.41		$	0.86		$	0.61

For the year ended December 31, 2018, the diluted weighted average number of common shares outstanding excluded an additional 0.8 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the year ended December 31, 2017, the diluted weighted average number of common shares outstanding excluded an additional 1.0 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the year ended December 31, 2016, the diluted weighted average number of common shares outstanding excluded an additional 2.2 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

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12. DEBT

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

				As of									As of
				December 31, 2018									December 31, 2017
		Maturity Date		Principal Balance			Fair Value			Carrying Value			Principal Balance			Fair Value			Carrying Value
2014 Senior Notes		Jul. 15, 2022		$	750,000		$	735,000		$	741,273		$	750,000		$	770,625		$	739,079
2016 Senior Notes		Sep. 1, 2024			1,100,000			1,034,000			1,083,689			1,100,000			1,127,500			1,081,262
2017 Senior Notes		Oct. 1, 2022			750,000			712,500			743,099			750,000			750,938			741,437
2013-1C Tower Securities		Apr. 10, 2018			—			—			—			425,000			423,853			424,482
2013-2C Tower Securities		Apr. 11, 2023			575,000			569,164			569,715			575,000			578,433			568,609
2013-1D Tower Securities		Apr. 10, 2018			—			—			—			330,000			330,145			329,585
2014-1C Tower Securities		Oct. 8, 2019			920,000			914,241			917,728			920,000			915,216			914,929
2014-2C Tower Securities		Oct. 8, 2024			620,000			609,665			614,315			620,000			620,942			613,461
2015-1C Tower Securities		Oct. 8, 2020			500,000			496,640			495,737			500,000			496,840			493,474
2016-1C Tower Securities		Jul. 9, 2021			700,000			691,432			694,994			700,000			691,166			693,118
2017-1C Tower Securities		Apr. 11, 2022			760,000			744,496			753,028			760,000			751,404			751,076
2018-1C Tower Securities		Mar. 9, 2023			640,000			641,478			632,725			—			—			—
Revolving Credit Facility		Apr. 11, 2023			325,000			325,000			325,000			40,000			40,000			40,000
2014 Term Loan		Mar. 24, 2021			—			—			—			1,447,500			1,451,119			1,439,373
2015 Term Loan		Jun. 10, 2022			—			—			—			487,500			488,109			480,801
2018 Term Loan		Apr. 11, 2025			2,388,000			2,262,630			2,367,250			—			—			—
Total debt				$	10,028,000		$	9,736,246		$	9,938,553		$	9,405,000		$	9,436,290		$	9,310,686
Less: current maturities of long-term debt											(941,728)									(20,000)
Total long-term debt, net of current maturities										$	8,996,825								$	9,290,686

The Company’s future principal payment obligations over the next five years (based on the outstanding debt as of December 31, 2018 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:

For the year ended December 31,				(in thousands)
2019				$	944,000
2020					524,000
2021					724,000
2022					2,284,000
2023					1,564,000

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The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

		For the year ended December 31,
		2018						2017						2016
		Cash			Non-cash			Cash			Non-cash			Cash			Non-cash
		Interest			Interest			Interest			Interest			Interest			Interest
		(in thousands)
5.625% Senior Notes			—			—			—			—			21,094			—
5.75% Senior Notes			—			—			—			—			28,494			—
2014 Senior Notes			36,563			761			36,563			724			36,563			689
2016 Senior Notes			53,625			1,003			53,625			954			20,258			348
2017 Senior Notes			30,000			—			6,500			—			—			—
2010-2C Tower Securities			—			—			—			—			15,213			—
2012 Tower Securities			—			—			5,330			—			18,107			—
2013 Tower Securities			25,654			—			43,217			—			43,217			—
2014 Tower Securities			51,138			—			51,138			—			51,138			—
2015-1C Tower Securities			15,939			—			15,939			—			15,939			—
2016-1C Tower Securities			20,361			—			20,361			—			9,898			—
2017-1C Tower Securities			24,354			—			17,182			—			—			—
2018-1C Tower Securities			18,072			—			—			—			—			—
Revolving Credit Facility			7,411			—			8,046			—			4,167			—
2014 Term Loan			15,550			146			49,414			525			48,962			510
2015 Term Loan			5,237			187			16,641			676			16,487			656
2018 Term Loan			72,648			543			—			—			—			—
Capitalized interest and other			(335)			—			(207)			—			(366)			—
Total		$	376,217		$	2,640		$	323,749		$	2,879		$	329,171		$	2,203

Senior Credit Agreement

On April 11, 2018, the Company amended and restated its Senior Credit Agreement to (1) issue a new $2.4 billion Term Loan, (2) increase the total commitments under the Revolving Credit Facility from $1.0 billion to $1.25 billion, (3) extend the maturity date of the Revolving Credit Facility to April 11, 2023, (4) lower the applicable interest rate margins and commitment fees under the Revolving Credit Facility, and (5) amend certain other terms and conditions under the Senior Credit Agreement. The proceeds from the new Term Loan were used to repay the outstanding balances on the 2014 Term Loan, 2015 Term Loan, and Revolving Credit Facility and for general corporate purposes. This transaction was accounted for as an extinguishment of the 2014 Term Loan and 2015 Term Loan.

Terms of the Senior Credit Agreement

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

F-23

customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.

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

Revolving Credit Facility under the Senior Credit Agreement

As amended, the Revolving Credit Facility consists of a revolving loan under which up to $1.25 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate plus a margin that ranges from 112.5 basis points to 175.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 75.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.20% and 0.25% per annum on the amount of unused commitment. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, April 11, 2023. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

During the year ended December 31, 2018, the Company borrowed $1.1 billion and repaid $835.0 million of the outstanding balance under the Revolving Credit Facility. As of December 31, 2018, the balance outstanding under the Revolving Credit Facility was $325.0 million accruing interest at 4.38% per annum. In addition, SBA Senior Finance II was required to pay a commitment fee of 0.25% per annum on the amount of the unused commitment. As of December 31, 2018, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to December 31, 2018, the Company repaid $120.0 million of the outstanding balance under the Revolving Credit Facility. As of the date of this filing, $205.0 million was outstanding under the Revolving Credit Facility.

Term Loans under the Senior Credit Agreement

2014 Term Loan

The 2014 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that was scheduled to mature on March 24, 2021. The 2014 Term Loan accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 125 basis points (with zero Base Rate floor) or the Eurodollar Rate plus 225 basis points (with a zero Eurodollar Rate floor). The 2014 Term Loan was originally issued at 99.75% of par value. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and were being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.8 million. The Company incurred deferred financing fees of approximately $14.1 million in relation to this transaction which were being amortized through the maturity date.

During the three months ended March 31, 2018, the Company repaid $3.8 million of principal on the 2014 Term Loan. On April 11, 2018, the Company repaid the remaining $1,443.8 million outstanding principal balance of the 2014 Term Loan with proceeds from the 2018 Term Loan. In connection with the repayment, the Company expensed $5.8 million of net deferred financing fees and $1.7 million of discount related to the debt.

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2015 Term Loan

The 2015 Term Loan consisted of a senior secured term loan with an initial aggregate principal amount of $500.0 million that was scheduled to mature on June 10, 2022. The 2015 Term Loan accrued interest, at SBA Senior Finance II’s election at either the Base Rate plus 125 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 225 basis points (with a zero Eurodollar Rate floor). The 2015 Term Loan was originally issued at 99.0% of par value. Principal payments on the 2015 Term Loan commenced on September 30, 2015 and were being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $1.3 million. The Company incurred financing fees of approximately $5.5 million in relation to this transaction, which were being amortized through the maturity date.

During the three months ended March 31, 2018, the Company repaid $1.3 million of principal on the 2015 Term Loan. On April 11, 2018, the Company repaid the remaining $486.3 million outstanding principal balance of the 2015 Term Loan with proceeds from the 2018 Term Loan. In connection with the repayment, the Company expensed $3.2 million of net deferred financing fees and $3.1 million of discount related to the debt.

2018 Term Loan

On April 11, 2018, the Company, through its wholly owned subsidiary, SBA Senior Finance II LLC, obtained a new term loan (the “2018 Term Loan”) under the amended and restated Senior Credit Agreement. The 2018 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.4 billion that matures on April 11, 2025. The 2018 Term Loan accrues interest, at SBA Senior Finance II’s election at either the Base Rate plus 100 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus 200 basis points (with a zero Eurodollar Rate floor). The 2018 Term Loan was issued at 99.75% of par value. As of December 31, 2018, the 2018 Term Loan was accruing interest at 4.53% per annum. Principal payments on the 2018 Term Loan commenced on September 30, 2018 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $6.0 million. The Company incurred financing fees of approximately $16.8 million in relation to this transaction, which are being amortized through the maturity date. The proceeds from the 2018 Term Loan were used (1) to retire the outstanding $1.93 billion in aggregate principal amount of the 2014 Term Loan and 2015 Term Loan, (2) to pay down the existing outstanding balance under the Revolving Credit Facility, and (3) for general corporate purposes.

During the year ended December 31, 2018, the Company repaid an aggregate of $12.0 million of principal on the 2018 Term Loan. As of December 31, 2018, the 2018 Term Loan had a principal balance of $2.4 billion.

On February 1, 2019, the Company, through its wholly owned subsidiary, SBA Senior Finance II, LLC, entered into a four-year interest rate swap on a portion of its 2018 Term Loan. The Company swapped $1.2 billion of notional value accruing interest at one month LIBOR plus 200 basis points for a fixed rate of 4.495% per annum.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

The mortgage loan underlying the 2013-2C Tower Securities, 2014 Tower Securities, 2015-1C Tower Securities, 2016-1C Tower Securities, 2017-1C Tower Securities, and 2018-1C Tower Securities (together the “Tower Securities”) will be paid from the operating cash flows from the aggregate 10,426 tower sites owned by the Borrowers. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of those entities that are borrowers on the mortgage loan (the “Borrowers”). The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within twelve months (in the case of the component corresponding to the Secured Tower Revenue Securities Series 2014-1C, Secured Tower Revenue Securities Series 2015-1C, Secured Tower Revenue Securities Series 2016-1C, Secured Tower Revenue Securities Series 2017-1C, and Secured Tower Revenue Securities Series 2018-1C) or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment

F-25

consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the excess, if any, of (1) the present value associated with the portion of the principal balance being prepaid, calculated in accordance with the formula set forth in the mortgage loan agreement, on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date within twelve months (in the case of the component corresponding to the Secured Tower Revenue Securities Series 2014-1C, Secured Tower Revenue Securities Series 2015-1C, Secured Tower Revenue Securities Series 2016-1C, Secured Tower Revenue Securities Series 2017-1C, and Secured Tower Revenue Securities Series 2018-1C) or eighteen months (in the case of the components corresponding to the Secured Tower Revenue Securities Series 2013-2C and Secured Tower Revenue Securities Series 2014-2C) of the anticipated repayment date of such mortgage loan component over (2) that portion of the principal balance of such class prepaid on the date of such prepayment.

To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the ten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.

Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.

2010-2C Tower Securities

On April 16, 2010, the Company, through a New York common law trust (the “Trust”), issued $550.0 million of 2010-2C Tower Securities (the “2010-2C Tower Securities”). The 2010-2C Tower Securities had an annual interest rate of 5.101%. The anticipated repayment date and the final maturity date for the 2010–2C Tower Securities were April 11, 2017 and April 9, 2042, respectively. The Company incurred deferred financing fees of $8.1 million in relation to this transaction which were being amortized through the anticipated repayment date of the 2010-2C Tower Securities.

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

2012-1C Tower Securities

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

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On April 17, 2017, the Company repaid in full the 2012-1C Tower Securities with proceeds from the 2017-1C Tower Securities. In connection with the repayment, the Company expensed $2.0 million of net deferred financing fees.

2013 Tower Securities

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

On March 9, 2018, the Company repaid the entire aggregate principal amount of the 2013-1C Tower Securities and 2013-1D Tower Securities in connection with the issuance of the 2018-1C Tower Securities (as defined below).

The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of those entities that are borrowers on the mortgage loan (the “Borrowers”).

2014 Tower Securities

On October 15, 2014, the Company, through the Trust, issued $920.0 million of 2.898% Secured Tower Revenue Securities Series 2014-1C, which have an anticipated repayment date of October 8, 2019 and a final maturity date of October 11, 2044 (the “2014-1C Tower Securities”) and $620.0 million of 3.869% Secured Tower Revenue Securities Series 2014-2C, which have an anticipated repayment date of October 8, 2024 and a final maturity date of October 8, 2049 (the “2014-2C Tower Securities”) (collectively the “2014 Tower Securities”). The aggregate $1.54 billion of 2014 Tower Securities have a blended interest rate of 3.289% per annum, payable monthly. The Company incurred financing fees of $22.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of each of the 2014 Tower Securities.

2015-1C Tower Securities

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

2016-1C Tower Securities

On July 7, 2016, the Company, through the Trust, issued $700.0 million of Secured Tower Revenue Securities Series 2016-1C, which have an anticipated repayment date of July 9, 2021 and a final maturity date of July 10, 2046 (the “2016-1C Tower Securities”). The fixed interest rate of the 2016-1C Tower Securities is 2.877% per annum, payable monthly. The Company incurred financing fees of $9.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2016-1C Tower Securities.

2017-1C Tower Securities

On April 17, 2017, the Company, through the Trust, issued $760.0 million of Secured Tower Revenue Securities Series 2017-1C, which have an anticipated repayment date of April 11, 2022 and a final maturity date of April 9, 2047 (the “2017-1C Tower Securities”). The fixed interest rate on the 2017-1C Tower Securities is 3.168% per annum, payable monthly. Net proceeds from this offering were used to prepay the entire $610.0 million aggregate principal amount, as well as accrued and unpaid interest, of the 2012-1C Tower Securities and for general corporate purposes. The Company incurred financing fees of $10.2 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2017-1C Tower Securities.

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In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SBA Guarantor, LLC, a wholly owned subsidiary, purchased $40.0 million of Secured Tower Revenue Securities Series 2017-1R issued by the Trust, which have an anticipated repayment date of April 11, 2022 and a final maturity date of April 9, 2047 (the “2017-1R Tower Securities”). The fixed interest rate on the 2017-1R Tower Securities is 4.459% per annum, payable monthly. Principal and interest payments made on the 2017-1R Tower Securities eliminate in consolidation.

2018-1C Tower Securities

On March 9, 2018, the Company, through the Trust, issued $640.0 million of Secured Tower Revenue Securities Series 2018-1C, which have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048 (the “2018-1C Tower Securities”). The fixed interest rate on the 2018-1C Tower Securities is 3.448% per annum, payable monthly. Net proceeds from this offering, in combination with borrowings under the Revolving Credit Facility, were used to repay the entire aggregate principal amount of the 2013-1C Tower Securities ($425.0 million) and 2013-1D Tower Securities ($330.0 million), as well as accrued and unpaid interest. The Company incurred financing fees of $8.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2018-1C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased $33.7 million of Secured Tower Revenue Securities Series 2018-1R issued by the Trust. These securities have an anticipated repayment date of March 9, 2023 and a final maturity date of March 9, 2048 (the “2018-1R Tower Securities”). The fixed interest rate on the 2018-1R Tower Securities is 4.949% per annum, payable monthly. Principal and interest payments made on the 2018-1R Tower Securities eliminate in consolidation.

In connection with the issuance of the 2018-1C Tower Securities, the non-recourse mortgage loan was increased by $673.7 million (but decreased by a net of $81.3 million after giving effect to prepayment of the loan components relating to the 2013-1C Tower Securities and 2013-1D Tower Securities). The new loan, after eliminating the risk retention securities, accrues interest at the same rate as the 2018-1C Tower Securities and is subject to all other material terms of the existing mortgage loan, including collateral and interest rate after the anticipated repayment date.

In connection with the issuance of the 2018-1C Tower Securities, SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA Towers VII, LLC, SBA GC Towers, LLC, SBA Towers V, LLC, and SBA Towers VI, LLC (collectively, the “Borrowers”), each an indirect subsidiary of SBAC, and Midland Loan Services, a division of PNC Bank, National Association, as servicer, on behalf of the Trustee entered into the Second Loan and Security Agreement Supplement and Amendment pursuant to which, among other things, (1) the outstanding principal amount of the mortgage loan was increased by $640.0 million and (2) the Borrowers became jointly and severally liable for the aggregate $4.7 billion borrowed under the mortgage loan corresponding to the 2013-2C Tower Securities, 2014 Tower Securities, 2015-1C Tower Securities, 2016-1C Tower Securities, 2017-1C Tower Securities, and the newly issued 2018-1C Tower Securities.

Debt Covenants

As of December 31, 2018, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

5.75% Senior Notes

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

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

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

5.625% Senior Notes

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

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

2014 Senior Notes

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

The 2014 Senior Notes are subject to redemption in whole or in part at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. The Company may redeem the 2014 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: July 15, 2019 at 101.219% or July 15, 2020 until maturity at 100.000% of the principal amount of the 2014 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

2016 Senior Notes

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

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

2017 Senior Notes

On October 13, 2017, the Company issued $750.0 million of unsecured senior notes due October 1, 2022 (the “2017 Senior Notes”). The 2017 Senior Notes accrue interest at a rate of 4.0% per annum. Interest on the 2017 Senior Notes is due semi-annually on April 1 and October 1 of each year, beginning on April 1, 2018. The Company incurred financing fees of $8.9 million in relation to

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this transaction, which are being amortized through the maturity date. Net proceeds from this offering were used to repay $460.0 million outstanding under the Revolving Credit Facility and for general corporate purposes.

The 2017 Senior Notes are subject to redemption in whole or in part on or after October 1, 2019 at the redemption prices set forth in the indenture agreement plus accrued and unpaid interest. Prior to October 1, 2020, the Company may, at its option, redeem up to 35% of the aggregate principal amount of the 2017 Senior Notes originally issued at a redemption price of 104.000% of the principal amount of the 2017 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. The Company may redeem the 2017 Senior Notes during the twelve-month period beginning on the following dates at the following redemption prices: October 1, 2019 at 102.000%, October 1, 2020 at 101.000%, or October 1, 2021 until maturity at 100.000%, of the principal amount of the 2017 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

Indentures Governing Senior Notes

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

13.SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has potential common stock equivalents (see Note 14) related to its outstanding stock options and restricted stock units These potential common stock equivalents were considered in the Company’s diluted earnings per share calculation (see Note 11).

Stock Repurchases

On June 4, 2015, the Company’s Board of Directors authorized a $1.0 billion stock repurchase plan, replacing the plan authorized on April 27, 2011. This plan authorized the Company to purchase, from time to time, up to $1.0 billion of the outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. During the year ended December 31, 2016, the Company repurchased 5.3 million shares of its Class A common stock under this stock repurchase program for $545.7 million at a weighted average price per share of $102.14. During the year ended December 31, 2017, the Company repurchased 42,163 shares of its Class A common stock under this stock repurchase plan for $4.4 million at a weighted average price per share of $104.81. Shares repurchased were retired.

On January 12, 2017, the Company’s Board of Directors authorized a $1.0 billion stock repurchase plan, replacing the plan authorized on June 4, 2015. This plan authorized the Company to purchase, from time to time, up to $1.0 billion of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. During the year ended December 31, 2017, the Company repurchased 5.8 million shares of its Class A common stock under this plan for $850.0 million, at an average price per share of $146.17. Shares repurchased were retired.

On February 16, 2018, the Company’s Board of Directors authorized a $1.0 billion stock repurchase plan, replacing the plan authorized on January 12, 2017. This plan authorizes the Company to purchase, from time to time, up to $1.0 billion of the outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. This plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. During the year ended December 31, 2018, the Company repurchased 5.0 million shares of its Class A common stock under this plan for $795.5 million, at an average price per share of $159.87. Shares repurchased were retired. As of the date of this filing, the Company had $204.5 million authorization remaining under this plan.

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Registration of Additional Shares

On May 20, 2010, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering 15.0 million shares of the Company’s Class A common stock issuable under the 2010 Performance and Equity Incentive Plan (see Note 14).

The Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering 4.0 million shares of its Class A common stock in 2007. These shares may be issued in connection with acquisitions of wireless communication towers or antenna sites and related assets or companies that own wireless communication towers, antenna sites, or related assets. During the year ended December 31, 2018 and 2016, the Company did not issue any shares of its Class A common stock pursuant to this registration statement in connection with acquisitions. During the year ended December 31, 2017, the Company issued 487,963 shares of Class A common stock under this registration statement. As of December 31, 2018, the Company had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

On March 5, 2018, the Company filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables the Company to issue shares of its Class A common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, the Company will file a prospectus supplement and advise the Commission of the amount and type of securities each time it issues securities under this registration statement. For the year ended December 31, 2018, the Company did not issue any securities under this automatic shelf registration statement.

14.STOCK-BASED COMPENSATION

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

The 2010 Plan was adopted by the Company’s shareholders on May 6, 2010 and provides for the issuance of a maximum of 15.0 million shares of the Company’s Class A common stock, of which 6.5 million shares remain available for future issuance as of December 31, 2018. However, the aggregate number of shares that may be issued pursuant to restricted stock awards, restricted stock unit awards, stock bonus awards, performance awards, other stock-based awards, or other awards granted under the 2010 Plan will not exceed 7.5 million shares, of which 6.5 million shares remain available for future issuance as of December 31, 2018.

During 2018, the Board of Directors adopted a retirement policy applicable to all employees receiving equity as part of their compensation plan. This policy is effective January 1, 2019. Historically, all unvested equity awards granted would be forfeited the day after an employee stops working for the Company and any options that were vested but unexercised would be forfeited 90 days after the employee stopped working. The new retirement policy allows employees that meet certain conditions to retire and keep unvested equity awards and extends the time the employee has to exercise vested and outstanding awards. As a result of this policy, stock compensation expense related to the adoption of the policy will result in an acceleration of unrecognized stock compensation expense of approximately $11.2 million and $7.3 million in the first and second quarter of 2019, respectively.

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Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

			For the year ended December 31,
			2018			2017			2016
Risk free interest rate			2.57% - 2.92%			1.70% - 1.97%			1.11% - 1.43%
Dividend yield			0.7%			0.0%			0.0%
Expected volatility			21.6%			20.0%			20.0%
Expected lives			4.6 years			4.6 years			4.7 years

The following table summarizes the Company’s activities with respect to its stock option plans for the years ended December 31, 2018, 2017 and 2016 as follows (dollars and shares in thousands, except for per share data):

				Weighted-			Weighted-Average
				Average			Remaining
		Number		Exercise Price			Contractual		Aggregate
		of Shares		Per Share			Life (in years)		Intrinsic Value
Outstanding at December 31, 2015		3,794		$	84.66
Granted		1,357		$	96.64
Exercised		(603)		$	46.03
Forfeited/canceled		(101)		$	105.37
Outstanding at December 31, 2016		4,447		$	93.09
Granted		1,171		$	115.41
Exercised		(709)		$	80.73
Forfeited/canceled		(67)		$	105.81
Outstanding at December 31, 2017		4,842		$	100.12
Granted		941		$	156.55
Exercised		(926)		$	81.73
Forfeited/canceled		(41)		$	123.98
Outstanding at December 31, 2018		4,816		$	114.48		4.2		$	228,248
Exercisable at December 31, 2018		2,162		$	100.15		3.0		$	133,490
Unvested at December 31, 2018		2,654		$	126.17		5.1		$	94,758

The weighted-average per share fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $33.01, $23.88, and $19.19, respectively.

The total intrinsic value for options exercised during the years ended December 31, 2018, 2017 and 2016 was $78.0 million, $37.2 million and $36.8 million, respectively. Cash received from option exercises under all plans for the years ended December 31, 2018, 2017 and 2016 was approximately $74.7 million, $56.5 million, and $27.4 million, respectively. No tax benefit was realized for the tax deductions from option exercises under all plans for the years ended December 31, 2018, 2017 and 2016, respectively.

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The aggregate intrinsic value for stock options in the preceding table represents the total intrinsic value based on the Company’s closing stock price of $161.89 as of December 31, 2018. The amount represents the total intrinsic value that would have been received by the holders of the stock-based awards had these awards been exercised and sold as of that date.

Additional information regarding options outstanding and exercisable at December 31, 2018 is as follows:

		Options Outstanding							Options Exercisable
				Weighted Average		Weighted					Weighted
				Remaining		Average					Average
Range		Outstanding		Contractual Life		Exercise Price			Exercisable		Exercise Price
		(in thousands)		(in years)					(in thousands)
$0.00 - $90.00		406		1.0		$	68.96		406		$	68.96
$90.01 - $110.00		1,609		3.5		$	96.29		983		$	96.08
$110.01 - $145.00		1,871		4.4		$	119.15		773		$	121.69
$145.01 - $175.00		930		6.2		$	156.55		—		$	0.00
		4,816							2,162

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

				Weighted-
				Average
		Number		Fair Value
		of Shares		Per Share
		(in thousands)
Unvested as of December 31, 2017		2,860		$	22.08
Shares granted		941		$	33.01
Vesting during period		(1,104)		$	21.74
Forfeited/canceled		(43)		$	26.32
Unvested as of December 31, 2018		2,654		$	26.05

As of December 31, 2018, the total unrecognized compensation expense related to unvested stock options outstanding under the Plans is $43.3 million. That cost is expected to be recognized over a weighted average period of 2.5 years.

The total fair value of options vested during 2018, 2017, and 2016 was $24.0 million, $21.4 million, and $18.5 million, respectively.

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Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the year ended December 31, 2018:

									Weighted-Average
							Number of		Grant Date Fair
							Shares		Value per Share
							(in thousands)
Outstanding at December 31, 2017							328		$	110.20
Granted							138		$	156.61
Vested							(129)		$	110.93
Forfeited/canceled							(13)		$	135.22
Outstanding at December 31, 2018							324		$	128.69

As of December 31, 2018, total unrecognized compensation expense related to unvested restricted stock units granted under the 2010 Plan was $28.1 million and is expected to be recognized over a weighted-average period of 2.6 years.

Employee Stock Purchase Plan

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

For the year ended December 31, 2018, 16,798 shares of Class A common stock were issued under the 2008 Purchase Plan, which resulted in cash proceeds to the Company of approximately $2.3 million, compared to the year ended December 31, 2017 when 28,232 shares of Class A common stock were issued under the 2008 Purchase Plan which resulted in cash proceeds to the Company of $3.3 million.

On May 23, 2018, the Board of Directors of the Company adopted the 2018 Employee Stock Purchase Plan (“2018 Purchase Plan”) which replaced the 2008 Purchase Plan and reserved 300,000 shares of Class A common stock for purchase. The 2018 Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of Class A common stock on the last day of an offering period.

For the year ended December 31, 2018, 10,052 shares of Class A common stock were issued under the 2018 Purchase Plan, which resulted in cash proceeds to the Company of approximately $1.4 million. At December 31, 2018, 289,948 shares remained available for issuance under the 2018 Purchase Plan.

In addition, the Company recorded $0.6 million, $0.6 million, and $0.5 million of non-cash compensation expense relating to the shares issued under the 2008 Purchase Plan and 2018 Purchase Plan for each of the years ended December 31, 2018, 2017, and 2016, respectively.

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Non-Cash Compensation Expense

The table below reflects a break out by category of the non-cash compensation expense amounts recognized on the Company’s Statements of Operations for the years ended December 31, 2018, 2017, and 2016, respectively:

			For the year ended December 31,
		2018			2017			2016
		(in thousands)
Cost of revenues		$	1,182		$	1,013		$	418
Selling, general and administrative			41,145			37,236			32,497
Total cost of non-cash compensation included
in loss before provision for income taxes			42,327			38,249			32,915
Amount of income tax recognized in earnings			—			—			—
Amount charged against loss		$	42,327		$	38,249		$	32,915

In addition, the Company capitalized $0.8 million, $0.6 million and $0.5 million of non-cash compensation for the years ended December 31, 2018, 2017 and 2016, respectively, to fixed assets.

15. INCOME TAXES

As discussed in Note 2, the Company began operating in compliance with REIT requirements for federal income tax purposes effective January 1, 2016. As a REIT, the Company must distribute at least 90 percent of its taxable income (including dividends paid to it by its TRSs) except to the extent offset by NOLs. In addition, the Company must meet a number of other organizational and operational requirements. It is management's intention to adhere to these requirements and maintain the Company's REIT status. Most states where SBA operates conform to the federal rules recognizing REITs. Certain subsidiaries have made an election with the Company to be treated as TRSs in conjunction with the Company's REIT election; the TRS elections permit SBA to engage in certain business activities in which the REIT may not engage directly. A TRS is subject to federal and state income taxes on the income from these activities. A provision for taxes of the TRSs and of foreign branches of the REIT is included in its consolidated financial statements.

Income before provision for income taxes by geographic area is as follows:

			For the year ended December 31,
		2018			2017			2016
		(in thousands)
Domestic		$	99,203		$	73,405		$	(28,671)
Foreign			(47,519)			43,486			115,974
Total		$	51,684		$	116,891		$	87,303

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The provision for income taxes consists of the following components:

			For the year ended December 31,
		2018			2017			2016
		(in thousands)
Current provision:
State		$	5,764		$	5,513		$	1,535
Foreign			13,756			11,681			8,121
Total current			19,520			17,194			9,656
Deferred provision (benefit) for taxes:
Federal			(9,463)			18,736			170,177
State			(1,412)			(241)			22,992
Foreign			(16,673)			9,155			30,425
Change in valuation allowance			12,261			(31,607)			(222,185)
Total deferred			(15,287)			(3,957)			1,409
Total provision for income taxes		$	4,233		$	13,237		$	11,065

A reconciliation of the provision for income taxes at the statutory U.S. Federal tax rate (21% for 2018 and 35% for 2017 and 2016) and the effective income tax rate is as follows:

		For the year ended December 31,
		2018			2017			2016
		(in thousands)
Statutory federal expense		$	10,854		$	40,912		$	30,555
Rate and permanent differences on non-U.S. earnings (1)			3,620			3,690			(4,739)
State and local tax expense			4,824			5,415			3,941
REIT adjustment			(22,241)			(34,346)			205,317
Permanent differences			437			(1,365)			(3,577)
Tax Act impact on deferred taxes			(6,040)			31,547			—
Other			518			(1,009)			1,753
Valuation allowance			12,261			(31,607)			(222,185)
Provision for income taxes		$	4,233		$	13,237		$	11,065

	(1)		This item includes the effect of foreign exchange rate changes which were previously shown on a separate line.

			F-36

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

					As of December 31,
					2018				2017
					(in thousands)
Noncurrent deferred tax assets:
Net operating losses					$	63,622		$	65,257
Property, equipment, and intangible basis differences						4,793			3,038
Accrued liabilities						9,659			11,933
Non-cash compensation						16,641			7,500
Deferred revenue						2,005			2,110
Allowance for doubtful accounts						5,691			5,978
Currency translation						56,604			34,895
Other						2,480			2,698
Valuation allowance						(50,628)			(38,802)
Total noncurrent deferred tax assets, net (1)						110,867			94,607
Noncurrent deferred tax liabilities:
Property, equipment, and intangible basis differences						(114,652)			(98,589)
Straight-line rents						(20,469)			(22,740)
Deferred foreign withholding taxes						(6,225)			—
Deferred lease costs						(2,192)			(2,242)
Other						(123)			(136)
Total noncurrent deferred tax liabilities, net (1)					$	(32,794)		$	(29,100)

(1)Of these amounts, $18,330 and $51,124 are included in Other assets and Other long-term liabilities, respectively on the accompanying Consolidated Balance Sheets as of December 31, 2018. As of December 31, 2017, $1,670 and $30,770 are included in Other assets and Other long-term liabilities on the accompanying Consolidated Balance Sheet.

A deferred tax asset is reduced by a valuation allowance if based on the weight of all available evidence, including both positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that the value of such assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the existence of sufficient taxable income of the same character during the carryback or carryforward period. All sources of taxable income available to realize the deferred tax asset, including the future reversal of existing temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies, should be considered.

The Company has recorded a valuation allowance for certain deferred tax assets as management believes that it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the assets. Valuation allowances of $50.6 million and $38.8 million were being carried to offset net deferred income tax assets as of December 31, 2018 and 2017, respectively. The net change in the valuation allowance for the years ended December 31, 2018 and 2017 was a decrease of $11.8 million and an increase of $31.4 million, respectively. During 2018, the Company released the valuation allowance on the majority of its deferred tax assets related to its Brazil operations as it was determined that it is “more-likely-than-not” the Brazil operations will generate sufficient taxable income to recognize the assets.

The Company has available at December 31, 2018, a federal NOL carry-forward of approximately $863.1 million. $857.5 million of these NOL carry-forwards will expire between 2024 and 2037, and $5.6 million have an indefinite carry-forward. As of December 31, 2018, $755.4 million of the federal NOLs are attributes of the REIT. The Company may use these NOLs to offset its

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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. The Internal Revenue Code places limitations upon the future availability of NOLs based upon changes in the equity of the Company. If these occur, the ability of the Company to offset future income with existing NOLs may be limited. In addition, the Company has available at December 31, 2018, a foreign NOL carry-forward of $85.0 million and a net state operating tax loss carry-forward of approximately $412.2 million. These net operating tax loss carry-forwards begin to expire in 2020.

The U.S. tax losses generated in tax years 2001 through 2013 remain subject to adjustment, and tax years 2015 through 2018 are open to examination by the major jurisdictions in which the Company operates.

The Company has removed the permanent reinvestment assertion as of December 31, 2018 for all foreign earnings of our foreign jurisdictions except for Argentina. The Company recorded deferred foreign withholding taxes of $6.2 million at December 31, 2018 for this change in the Company’s permanent reinvestment assertion and will accrue additional withholding taxes as foreign earnings are generated. No additional income taxes have been provided for any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability for any additional outside basis differences in these entities is not practicable.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation in the form of the Tax Cuts and Jobs Act (the “Tax Act”) that significantly revised the U.S. tax code effective January 1, 2018 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”), creating new taxes on certain foreign-sourced income, and limiting deductibility of interest expense and certain executive compensation. The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. At December 31, 2017, the Company made a reasonable estimate of the one-time transition tax on accumulated foreign earnings as well as the impact of the Tax Act on its existing deferred tax balances. During the fourth quarter of 2018, the Company completed its accounting for all of the enactment-date income tax effects of the Tax Act.

The one-time transition tax is based on the Company’s total post-1986 earnings and profits (“E&P”), which was previously deferred from U.S. income taxes. The Company recorded $52.4 million as a provisional amount of the one-time transition taxable income at December 31, 2017. During 2018, the Company finalized its calculations of the post-1986 E&P as well as the cash balances of the foreign subsidiaries whose earnings were subject to the transition tax. Following the completion of this analysis, the Company reduced its transition taxable income to $49.2 million. Subsequent to the Company’s year-end, the Treasury Department finalized regulations for the calculation of the transition tax, and the Company is analyzing the impact of these regulations on its calculation. The Company has elected to include the transition taxable income inclusion over the eight-year period provided in the Tax Act. As of December 31, 2018, the remaining balance of the Company’s transition tax inclusion amount is $41.3 million, which will be included in taxable income over the next six years.

As of December 31, 2017, the Company recorded a reduction to its deferred tax asset and offsetting valuation allowance in the amount of $12.3 million related to new limitations on the deductibility of executive compensation in the Tax Act. Upon further analysis of the Tax Act during 2018, the Company determined that $6.0 million of the deferred tax asset should be recorded, which amount is offset by a valuation allowance. The Company will elect qualifying real property trade or business status for the REIT, and is thus not subject to the interest limitation provisions of the Tax Act.

The Tax Act subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI in the year it is incurred. The income inclusion for GILTI for 2018 is $10.2 million.

16.COMMITMENTS AND CONTINGENCIES

Leases

The Company is obligated under various non-cancelable operating leases for land, office space, equipment and site leases that expire at various times through December 2152. In addition, the Company is obligated under various non-cancelable capital leases for vehicles that expire at various times through August 2022.

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The annual minimum lease payments under non-cancelable operating (primarily ground or land leases) and capital leases for the next five years as of December 31, 2018 are as follows (in thousands):

For the year ended December 31,		Capital Leases			Operating Leases
2019		$	883		$	237,730
2020			482			239,208
2021			303			241,090
2022			86			242,320
2023			—			243,476
Total minimum lease payments			1,754
Less: amount representing interest			(83)
Present value of future payments			1,671
Less: current obligations			(860)
Long-term obligations		$	811

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

Rent expense for operating leases was $273.5 million, $266.4 million and $253.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. In addition, certain of the Company’s leases include contingent rent provisions which provide for the lessor to receive additional rent upon the attainment of certain tower operating results and/or lease-up. Contingent rent expense for the years ended December 31, 2018, 2017 and 2016 was $27.1 million, $26.6 million and $25.0 million, respectively.

Tenant Leases

The annual minimum tower lease income to be received for tower space and antenna rental under non-cancelable operating leases for the next five years as of December 31, 2018 is as follows:

For the year ended December 31,					(in thousands)
2019					$	1,529,902
2020						1,326,108
2021						1,075,675
2022						815,219
2023						598,987

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

Litigation

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

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Contingent Purchase Obligations

From time to time, the Company agrees to pay additional consideration (or earnouts) for acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the one to three years after they have been acquired. Please refer to Note 3.

17.DEFINED CONTRIBUTION PLAN

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

The Company makes a discretionary matching contribution of 75% of an employee’s contributions up to a maximum of $4,000 annually. Company matching contributions were approximately $2.1 million, $2.0 million and $2.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.

18.SEGMENT DATA

The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region.

Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.

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		Domestic Site			Int'l Site			Site			Not Identified
		Leasing			Leasing			Development			by Segment			Total
For the year ended December 31, 2018		(in thousands)
Revenues		$	1,400,095		$	340,339		$	125,261		$	—		$	1,865,695
Cost of revenues (2)			266,131			106,165			96,499			—			468,795
Operating profit			1,133,964			234,174			28,762			—			1,396,900
Selling, general, and administrative			72,879			27,082			16,215			26,350			142,526
Acquisition related adjustments and expenses			5,268			5,693			—			—			10,961
Asset impairment and decommission costs			18,857			7,932			345			—			27,134
Depreciation, amortization and accretion			511,823			151,570			2,556			6,164			672,113
Operating income (loss)			525,137			41,897			9,646			(32,514)			544,166
Other expense (principally interest expense
and other expense)												(492,482)			(492,482)
Income before provision for income taxes															51,684
Cash capital expenditures (3)			338,610			258,785			1,561			3,724			602,680
For the year ended December 31, 2017
Revenues		$	1,308,389		$	314,784		$	104,501		$	—		$	1,727,674
Cost of revenues (2)			260,826			98,701			86,785			—			446,312
Operating profit			1,047,563			216,083			17,716			—			1,281,362
Selling, general, and administrative			67,263			24,320			15,433			23,681			130,697
Acquisition related adjustments and expenses			8,171			4,196			—			—			12,367
Asset impairment and decommission costs			29,523			6,994			180			—			36,697
Depreciation, amortization and accretion			498,842			135,155			2,580			6,523			643,100
Operating income (loss)			443,764			45,418			(477)			(30,204)			458,501
Other expense (principally interest expense
and other expense)												(341,610)			(341,610)
Income before provision for income taxes															116,891
Cash capital expenditures (3)			225,074			358,691			1,221			3,859			588,845
For the year ended December 31, 2016
Revenues		$	1,273,866		$	264,204		$	95,055		$	—		$	1,633,125
Cost of revenues (2)			260,941			81,274			78,682			—			420,897
Operating profit			1,012,925			182,930			16,373			—			1,212,228
Selling, general, and administrative (4)			72,701			35,897			13,039			21,712			143,349
Acquisition related adjustments and expenses			6,233			6,907			—			—			13,140
Asset impairment and decommission costs			26,073			1,824			—			2,345			30,242
Depreciation, amortization and accretion			509,108			119,466			3,402			6,213			638,189
Operating income (loss)			398,810			18,836			(68)			(30,270)			387,308
Other expense (principally interest expense
and other expense)												(300,005)			(300,005)
Income before provision for income taxes															87,303
Cash capital expenditures (3)			310,256			102,282			1,955			3,710			418,203

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		Domestic Site			Int'l Site			Site			Not Identified
		Leasing			Leasing			Development			by Segment (1)			Total
Assets		(in thousands)
As of December 31, 2018		$	5,035,826		$	2,042,800		$	60,775		$	74,306		$	7,213,707
As of December 31, 2017		$	5,171,190		$	2,028,479		$	49,487		$	71,049		$	7,320,205

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

(2)Excludes depreciation, amortization, and accretion.

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

(4) International site leasing includes the impact of the $16,498 Oi reserve for the year ended December 31, 2016.

Other than Brazil, no foreign country represented a material amount of the Company’s total revenues in any of the periods presented. For the year ended December 31, 2018, 2017, and 2016, site leasing revenue in Brazil was $221.5 million, 217.4 million, and $178.3 million, respectively. Total long-lived assets in Brazil were $1,031.6 million and $1,278.9 million as of December 31, 2018, and 2017, respectively.

19.QUARTERLY FINANCIAL DATA (unaudited)

		Quarter Ended
		December 31,			September 30,			June 30,			March 31,
		2018			2018			2018			2018
		(in thousands, except per share amounts)
Revenues		$	483,849		$	467,221		$	456,322		$	458,303
Operating income			150,321			138,006			125,870			129,969
Depreciation, accretion, and amortization			(169,454)			(167,703)			(169,558)			(165,398)
Loss from extinguishment of debt, net			—			—			(13,798)			(645)
Net income (loss)			57,152			16,144			(57,392)			31,547
Net income (loss) per common share - basic		$	0.50		$	0.14		$	(0.50)		$	0.27
Net income (loss) per common share - diluted			0.50			0.14			(0.50)			0.27
		Quarter Ended
		December 31,			September 30,			June 30,			March 31,
		2017			2017			2017			2017
		(in thousands, except per share amounts)
Revenues		$	443,073		$	433,945		$	427,294		$	423,362
Operating income			119,081			117,011			114,590			107,819
Depreciation, accretion, and amortization			(162,643)			(161,907)			(159,520)			(159,030)
Loss from extinguishment of debt, net			—			—			(1,961)			—
Net income			7,660			49,161			9,233			37,600
Net income per common share - basic (1)		$	0.07		$	0.41		$	0.08		$	0.31
Net income per common share - diluted			0.06			0.41			0.08			0.31

	(1)		The sums of quarterly earnings per share data may not equal annual data due to rounding.

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

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

20.ACCRUED EXPENSES

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

		As of			As of
		December 31, 2018			December 31, 2017
		(in thousands)
Salaries and benefits		$	16,015		$	13,506
Real estate and property taxes			7,928			7,125
Non-cash capital expenditures			12,387			12,408
Other			27,335			36,823
Total accrued expenses		$	63,665		$	69,862

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