UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2016~~2017

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: ~~000-30110~~001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)


Florida	65-0716501
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)


8051 Congress Avenue
Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per share	The NASDAQ Stock Market LLC
	(NASDAQ Global Select Market)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-Accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: ~~124,072,843~~120,357,721 shares of Class A common stock as of ~~October 31, 2016.~~July 26, 2017.

Table of Contents



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2016~~2017 (unaudited) and December 31, ~~2015~~2016	1
	Consolidated Statements of Operations (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	2
	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	3
	Consolidated Statement of Shareholders’ Deficit (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017	4
	Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016	5
	Condensed Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4142
Item 4.	Controls and Procedures	4344

PART II – OTHER INFORMATION
~~Item 1A.~~	~~Risk Factors~~	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4945

Item 6.	Exhibits	4945


SIGNATURES		5046

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

~~(in~~ (in thousands, except par values)



	September 30,		December 31,		June 30,		December 31,
	2016		2015		2017		2016
ASSETS	(unaudited)				(unaudited)
Current assets:
Cash and cash equivalents	$	165,225	$	118,039	$	164,521	$	146,109
Restricted cash		552,473		25,353		30,093		36,786
Short-term investments		221		706
Accounts receivable, net		74,637		83,326		75,739		78,344
Costs and estimated earnings in excess of billings on uncompleted contracts		12,011		16,934		12,304		11,127
Prepaid expenses and other current assets		53,632		49,602		53,807		52,205
Total current assets		858,199		293,960		336,464		324,571
Property and equipment, net		2,780,112		2,782,353		2,774,398		2,792,076
Intangible assets, net		3,710,817		3,735,413		3,569,045		3,656,924
Other assets		566,594		501,254		628,946		587,374
Total assets	$	7,915,722	$	7,312,980	$	7,308,853	$	7,360,945

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	23,904	$	27,105	$	29,155	$	28,320
Accrued expenses		60,474		63,755		96,193		61,129
Current maturities of long-term debt		515,876		20,000		772,517		627,157
Deferred revenue		94,502		97,083		98,793		101,098
Accrued interest		35,541		53,365		42,042		44,503
Other current liabilities		8,469		12,063		7,719		11,240
Total current liabilities		738,766		273,371		1,046,419		873,447
Long-term liabilities:
Long-term debt, net		8,515,392		8,432,070		7,906,188		8,148,426
Other long-term liabilities		330,626		313,683		341,927		334,993
Total long-term liabilities		8,846,018		8,745,753		8,248,115		8,483,419
Shareholders' deficit:
Preferred stock - par value $.01, 30,000 shares authorized, no shares issued or outstanding		—		—
Common stock - Class A, par value $.01, 400,000 shares authorized, 124,297
and 125,743 shares issued and outstanding at September 30, 2016
and December 31, 2015, respectively		1,243		1,257
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, 120,981
and 121,004 shares issued and outstanding at June 30, 2017
and December 31, 2016, respectively						1,210		1,210
Additional paid-in capital		1,999,503		1,962,713		2,127,093		2,010,520
Accumulated deficit		(3,299,422)		(3,168,069)		(3,735,062)		(3,637,467)
Accumulated other comprehensive loss, net		(370,386)		(502,045)		(378,922)		(370,184)
Total shareholders' deficit		(1,669,062)		(1,706,144)		(1,985,681)		(1,995,921)
Total liabilities and shareholders' deficit	$	7,915,722	$	7,312,980	$	7,308,853	$	7,360,945

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


	For the three months				For the nine months				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
Revenues:
Site leasing	$	388,168	$	371,993	$	1,144,461	$	1,112,182	$	403,001	$	381,843	$	800,551	$	756,293
Site development		23,151		38,742		72,159		119,351		24,293		23,689		50,106		49,008
Total revenues		411,319		410,735		1,216,620		1,231,533		427,294		405,532		850,657		805,301
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing		86,354		81,346		255,609		243,298		89,337		86,493		178,719		169,255
Cost of site development		19,114		30,387		59,021		91,662		20,007		20,074		41,595		39,907
Selling, general, and administrative (1)(2)		32,255		27,872		110,326		86,017		33,394		47,664		67,618		78,071
Acquisition related adjustments and expenses		2,970		364		8,974		7,483		2,306		2,821		5,274		6,003
Asset impairment and decommission costs		2,305		63,353		23,180		74,185		8,140		14,691		16,491		20,874
Depreciation, accretion, and amortization		160,111		164,330		479,635		498,560		159,520		159,723		318,551		319,524
Total operating expenses		303,109		367,652		936,745		1,001,205		312,704		331,466		628,248		633,634
Operating income		108,210		43,083		279,875		230,328		114,590		74,066		222,409		171,667
Other income (expense):
Interest income		3,101		1,276		7,704		2,284		2,909		2,737		6,143		4,603
Interest expense		(83,426)		(81,877)		(250,913)		(238,439)		(78,456)		(83,682)		(156,058)		(167,486)
Non-cash interest expense		(585)		(449)		(1,500)		(1,051)		(717)		(460)		(1,421)		(915)
Amortization of deferred financing fees		(5,445)		(4,803)		(16,035)		(13,973)		(4,949)		(5,325)		(11,647)		(10,590)
Loss from extinguishment of debt, net		(34,512)		—		(34,512)		—		(1,961)		—		(1,961)		—
Other (expense) income, net		(1,139)		(111,250)		92,137		(178,710)		(18,793)		47,376		(3,844)		93,275
Total other expense		(122,006)		(197,103)		(203,119)		(429,889)		(101,967)		(39,354)		(168,788)		(81,113)
(Loss) income before provision for income taxes		(13,796)		(154,020)		76,756		(199,561)
Income before provision for income taxes										12,623		34,712		53,621		90,554
Provision for income taxes		(1,574)		(1,926)		(5,780)		(7,112)		(3,390)		(2,001)		(6,789)		(4,206)
Net (loss) income	$	(15,370)	$	(155,946)	$	70,976	$	(206,673)
Net (loss) income per common share
Net income									$	9,233	$	32,711	$	46,832	$	86,348
Net income per common share
Basic	$	(0.12)	$	(1.23)	$	0.57	$	(1.61)	$	0.08	$	0.26	$	0.39	$	0.69
Diluted	$	(0.12)	$	(1.23)	$	0.56	$	(1.61)	$	0.08	$	0.26	$	0.38	$	0.69
Weighted average number of common shares
Basic		124,604		127,170		125,041		128,397		121,455		125,125		121,253		125,261
Diluted		124,604		127,170		125,761		128,397		122,437		125,783		122,087		125,921

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



								Accumulated											Accumulated
	Class A			Additional				Other				Class A			Additional				Other
	Common Stock			Paid-In		Accumulated		Comprehensive				Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Loss		Total		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)
BALANCE, December 31, 2016												121,004	$	1,210	$	2,010,520	$	(3,637,467)	$	(370,184)	$	(1,995,921)
Net income	—		—		—		70,976		—		70,976	—		—		—		46,832		—		46,832
Common stock issued in connection with
stock purchase/option plans	564		6		11,667		—		—		11,673	573		6		33,462		—		—		33,468
Non-cash compensation	—		—		25,123		—		—		25,123	—		—		19,803		—		—		19,803
Common stock issued in connection with
acquisitions												488		5		63,308		—		—		63,313
Repurchase and retirement of common stock	(2,010)		(20)		—		(202,329)		—		(202,349)	(1,084)		(11)		—		(144,427)		—		(144,438)
Foreign currency translation adjustments	—		—		—		—		131,659		131,659	—		—		—		—		(8,738)		(8,738)
BALANCE, September 30, 2016	124,297	$	1,243	$	1,999,503	$	(3,299,422)	$	(370,386)	$	(1,669,062)
BALANCE, June 30, 2017												120,981	$	1,210	$	2,127,093	$	(3,735,062)	$	(378,922)	$	(1,985,681)

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



	For the nine months				For the six months
	ended September 30,				ended June 30,
	2016		2015		2017		2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	70,976	$	(206,673)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Net income					$	46,832	$	86,348
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		479,635		498,560		318,551		319,524
Non-cash asset impairment and decommission costs		19,050		69,895		13,719		17,752
Non-cash compensation expense		24,752		21,903		19,471		16,677
Amortization of deferred financing fees		16,035		13,973		11,647		10,590
(Gain) loss on remeasurement of U.S. dollar denominated intercompany loan		(88,964)		180,422
Loss from extinguishment of debt, net		34,512		—
Other non-cash items reflected in the Statements of Operations (1)		17,020		(3,987)
Loss (gain) on remeasurement of U.S. dollar denominated intercompany loan						6,758		(92,132)
Provision for doubtful accounts (1)						1,012		17,504
Other non-cash items reflected in the Statements of Operations						497		(648)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net		(3,644)		24,242		(1,079)		8,769
Prepaid expenses and other assets		(29,883)		(52,928)		(11,075)		(25,842)
Accounts payable and accrued expenses		(4,263)		11,129		581		(5,310)
Accrued interest (2)		(31,887)		(13,994)
Accrued interest						(2,461)		(924)
Other liabilities		10,842		(7,805)		(254)		2,427
Net cash provided by operating activities		514,181		534,737		404,199		354,735
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(191,402)		(408,711)		(82,181)		(148,704)
Capital expenditures		(104,320)		(162,311)		(69,435)		(70,661)
Other investing activities		(4,491)		4,291		(17,025)		(10,062)
Net cash used in investing activities		(300,213)		(566,731)		(168,641)		(229,427)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		290,000		770,000		100,000		140,000
Repayments under Revolving Credit Facility		(140,000)		(615,000)		(340,000)		(110,000)
Proceeds from Term Loans, net of fees		—		489,899
Repayment of Term Loans		(15,000)		(25,000)
Payments for settlement of common stock warrants		—		(150,874)
Repayment of 2012-1C Tower Securities						(610,000)		—
Proceeds from issuance of Tower Securities, net of fees						750,153		—
Repurchase and retirement of common stock, inclusive of fees		(202,349)		(400,064)		(144,438)		(150,029)
Payment of restricted cash to settle 5.625% Senior Notes (2)		(514,065)		—
Payment for the redemption of 5.75% Senior Notes		(825,795)		—
Proceeds from 2016 Senior Notes, net of fees		1,078,387		—
Payment for the redemption of 2010-2C Tower Securities		(550,000)		—
Proceeds from 2016-1C Tower Securities, net of fees		690,584		—
Other financing activities		7,707		9,552		20,175		(4,271)
Net cash (used in) provided by financing activities		(180,531)		78,513
Effect of exchange rate changes on cash and cash equivalents		13,749		(12,691)

NET INCREASE IN CASH AND CASH EQUIVALENTS		47,186		33,828
CASH AND CASH EQUIVALENTS:
Net cash used in financing activities						(224,110)		(124,300)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash						(225)		15,009
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH						11,223		16,017
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period		118,039		39,443		185,970		146,619
End of period	$	165,225	$	73,271	$	197,193	$	162,636

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

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2016 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amounts, when known, may vary from these estimates.

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 period. 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.

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

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in ~~other~~Other income (expense), net in the Consolidated Statement of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a ~~$3.2~~$20.4 million loss and a ~~$112.1~~$47.4 million ~~loss~~gain on the remeasurement of intercompany loans for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~an $89.0~~a $6.8 million ~~gain~~loss and a ~~$180.4~~$92.1 million ~~loss~~gain on the remeasurement of intercompany loans for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, ~~and 2015,~~ respectively.

~~On July 11, 2016, a wholly owned subsidiary~~ As of ~~the Company repaid $22.5 million of~~June 30, 2017, the outstanding balance ~~on the intercompany loan with Brazil Shareholder I, LLC, leaving a current outstanding balance of~~under this agreement was $433.3 million.

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. These obligations related to periods ending on or before April 30, 2016. As a result of the relief provisions available in a judicial reorganization proceeding, obligations of Oi to the Company arising from the periods from May 1, 2016 to June 20, 2016 remain unpaid. 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. 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 payments due in connection with obligations of Oi accruing post-petition. The Oi reserve has been recorded in Selling, general, and administrative expense on the accompanying Consolidated Statement of Operations.

In April 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-03, Interest—Imputation of Interest. The standard requires debt issuance costs to be presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. The Company adopted ASU 2015-03 effective January ~~1, 2016 and reclassified $90.2 million from deferred financing fees, net to long-term debt in the December 31, 2015 Consolidated Balance Sheet.~~

~~In August 2015,~~2017, the FASB issued ASU ~~2015-15, Interest - Imputation~~2017-01, Clarifying the Definition of ~~Interest - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.~~a Business. The standard ~~indicates~~provides guidance to help entities determine whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 provides revised guidance to determine when an acquisition meets the ~~Securities and Exchange Commission (the “Commission”) staff would not object to presenting debt issuance costs~~definition of a business or should be accounted for ~~a line of credit arrangement~~ as an asset acquisition, likely resulting in ~~the balance sheet.~~more acquisitions being accounted for as asset acquisitions as opposed to business combinations. The Company adopted ~~ASU 2015-15~~this standard prospectively effective January 1, ~~2016~~2017. Under this update, substantially all of the Company’s acquisitions are expected to qualify for asset acquisition treatment under ASC 360, Property, Plant, and ~~has elected~~Equipment, rather than business combination treatment under ASC 805 Business Combinations. For asset acquisitions, external, direct transaction costs will be capitalized as a component of the cost of the asset acquired, while internal costs related to the asset acquisition will continue to ~~present debt issuance costs for its Revolving Credit Facility~~be expensed as ~~an asset~~incurred. Additionally, earnout liabilities will be recognized at the time when the contingency is resolved or becomes payable and will increase the cost basis of the assets acquired. The adoption of ASU 2017-01 did not have a material impact on the ~~accompanying Consolidated Balance Sheet.~~

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

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which the Company adopted as of January 1, 2016. The standard simplifies several aspects of the accounting for shared-based payment transactions including accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or a liability, and classification on the Consolidated Statement of Cash Flows. The financial statement impact of adopting this standard was not material for all periods presented.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to decrease the diversity in practice in how certain cash receipts and cash payments are presented in the Consolidated Statement of Cash Flows. The standard requires that (1) cash payments for debt prepayment or debt extinguishment costs be classified as cash outflows for financing activities, (2) contingent consideration payments made soon after the acquisition date of a business combination be classified as cash outflows for investing activities, (3) contingent consideration payments not made soon after the acquisition date of a business combination be separated with cash payments up to the amount of the contingent consideration at the acquisition date be classified as financing activities and any excess be classified as operating activities. The standard is required to be applied retrospectively to each prior reporting period presented. The Company adopted ASU 2016-15 effective January 1, 2016. The financial statement impact of adopting this standard was not material for all periods presented.

In May 2014, the FASB released an updated standard regarding the recognition of revenue from contracts with customers, exclusive of those contracts within lease accounting. The ~~new~~core principle of the standard is that an entity should recognize revenue to

depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This standard is effective for the Company in the first quarter of 2018. Early adoption is ~~permitted but not before the first quarter of 2017.~~permitted. This standard is required to be applied ~~(1)~~ retrospectively to each prior reporting period presented or ~~(2)~~ with the cumulative effect being recognized at the date of initial application. The Company is evaluating the standard and does not expect a material financial statement impact upon ~~adoption.~~adoption since the standard only affects the Company’s site development segment, which represents approximately 6% of the Company’s total revenues.

In February 2016, the FASB issued ASU 2016-02, Leases. The standard ~~amends the existing accounting standards for lease accounting, including requiring~~requires lessees to recognize ~~most~~a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases ~~on their balance sheets~~with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. This standard is effective for annual and ~~making targeted changes to lessor accounting. This standard~~interim periods beginning after December 15, 2018 and requires a modified retrospective transition approach for all leases existing at, or entered into after, the ~~date~~beginning of ~~initial application, with an option to use certain transition relief. ASU 2016-02 is effective for~~ the ~~Company in the first quarter of 2019.~~earliest comparative period presented. Early adoption is ~~permitted.~~permitted; however, the Company does not currently plan to early adopt. The Company has established a cross functional project plan and is ~~evaluating~~currently assessing the impact of the standard ~~including the impact~~ on its consolidated financial statements. The Company expects this guidance to have a material impact on its consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for its ground leases. The Company does not expect adoption to have a material impact on its consolidated statement of operations, nor does it expect accounting for capital leases to change substantially.

Items Measured at Fair Value on a Recurring Basis— The Company’s earnout liabilities related to ~~acquisitions~~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 ~~estimate~~estimates are recorded in Acquisition related adjustments and expenses in the accompanying Consolidated Statement of Operations. The Company determines the fair value of ~~acquisition-related~~ 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 various acquisitions prior to January 1, 2017 (adoption of ASU 2017-01) was ~~$3.8~~$3.3 million and ~~$7.2~~$4.1 million as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The maximum potential obligation related to the performance targets for business combinations and asset acquisitions prior to January 1, 2017 was ~~$5.4~~$4.7 million and ~~$10.2~~$5.8 million as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively. The maximum potential obligation related to the performance targets after January 1, 2017 was $6.7 million as of June 30, 2017.

Items Measured at Fair Value on a Nonrecurring Basis— The Company’s long-lived assets, intangibles, and asset retirement obligations 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 assets, intangibles, and asset retirement obligations 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:~~costs (in thousands):

For the three months

For the nine months

ended September 30,

ended September 30,

2016

2015

2016

2015

(in thousands)
Asset impairment (1)

$
6,673

$
—

$
14,138

$
—
Impairment of fiber assets

—

56,733

—

56,733
Gain on sale of fiber assets (2)

(8,965)

—

(8,965)

—
Write off of carrying value of decommissioned towers

3,587

5,259

11,449

12,008
Other third party decommission costs

1,008

1,361

4,130

4,290
Write off and disposal of former corporate headquarters

—

—

2,346

1,154
Other disposal costs

2

—

82

—
Total asset impairment and decommission costs

$
2,305

$
63,353

$
23,180

$
74,185



	For the three months				For the six months
	ended June 30,				ended June 30,
	2017		2016		2017		2016

Asset impairment (1)	$	3,020	$	7,464	$	6,033	$	7,464
Write-off of carrying value of decommissioned towers		3,675		3,665		7,648		7,862
Write-off and disposal of former corporate headquarters		—		2,345		—		2,345
Other third party decommission costs		1,445		1,217		2,810		3,203
Total asset impairment and decommission costs	$	8,140	$	14,691	$	16,491	$	20,874

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 ~~$0.5 million in certificate of deposits as of December 31, 2015, and~~ $0.2 million in Treasury securities as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015.~~2016. 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 ~~September~~June 30, 2017 and December 31, 2016, the carrying value and fair value of the held-to-maturity investments, including current portion, were ~~$0.9~~$0.7 million. ~~As of December 31, 2015, the carrying value and fair value of the held-to-maturity investments, including current portion, were $0.8 million and $0.9 million, respectively.~~ These amounts are recorded in ~~other~~Other assets in the accompanying Consolidated Balance Sheets.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the interest payments are based on Eurodollar rates that reset ~~every month.~~monthly or more frequently. The Company does not believe its credit risk has changed materially from the date the applicable Eurodollar Rate plus 137.5 to 200.0 basis points was set for the Revolving Credit Facility. Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments.

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

Pursuant to the terms of the Tower Securities (see Note 10), 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 10) 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.

On September 30, 2016, the Company paid into escrow $528.1 million consisting of $500.0 million of principal, a $14.1 million call premium, and $14.1 million in accrued interest related to the redemption of the 5.625% Senior Notes. As of September 30, 2016, these amounts were recorded as restricted cash on the Consolidated Balance Sheet. On October 3, 2016, these funds were released from escrow and the 5.625% Senior Notes obligation was extinguished.

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 ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company had ~~$39.0~~$38.9 million and ~~$38.6~~$39.2 million in surety, payment and performance bonds, respectively, for which it was only required to post $0.5 million ~~and $0.7 million~~ in collateral ~~respectively.~~as of December 31, 2016. As of June 30, 2017, 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 ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company had also pledged $2.5 million as collateral related to its workers compensation policy.

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

The Company’s acquisitions generally qualify for asset acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805 Business Combinations. For acquisitions which qualify as asset acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets. 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. 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 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 ~~nine~~measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, including contingent consideration and any related tax impact.

During the six months ended ~~September~~June 30, ~~2016,~~2017, the Company acquired ~~316~~318 completed towers and related assets and liabilities ~~for $144.5 million in cash~~ consisting of ~~$40.1~~$36.0 million of property and equipment, ~~$104.2~~$116.1 million of intangible assets, and ~~$0.2~~$9.0 million of working capital adjustments.

The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

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



	As of September 30, 2016						As of December 31, 2015						As of June 30, 2017						As of December 31, 2016
	Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book		Gross carrying		Accumulated		Net book
	amount		amortization		value		amount		amortization		value		amount		amortization		value		amount		amortization		value

	(in thousands)												(in thousands)
Current contract intangibles	$	4,114,556	$	(1,332,478)	$	2,782,078	$	3,904,864	$	(1,118,493)	$	2,786,371	$	4,214,705	$	(1,533,599)	$	2,681,106	$	4,141,968	$	(1,401,025)	$	2,740,943
Network location intangibles		1,503,011		(574,272)		928,739		1,446,293		(497,251)		949,042		1,537,629		(649,690)		887,939		1,515,348		(599,367)		915,981
Intangible assets, net	$	5,617,567	$	(1,906,750)	$	3,710,817	$	5,351,157	$	(1,615,744)	$	3,735,413	$	5,752,334	$	(2,183,289)	$	3,569,045	$	5,657,316	$	(2,000,392)	$	3,656,924

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 ~~$93.6~~$95.1 million and ~~$91.4~~$92.7 million for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$276.4~~$190.0 million and ~~$273.5~~$182.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

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

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s operations. Depreciation expense was ~~$66.4~~$64.2 million and ~~$72.8~~$66.9 million for the three months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~$202.8~~$128.3 million and ~~$224.9~~$136.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. At ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, non-cash capital expenditures that are included in accounts payable and accrued expenses were ~~$6.0~~$6.1 million and ~~$9.5~~$7.0 million, respectively.

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

Eight significant customers comprised ~~87.1%~~87.8% and ~~95.9%~~81.6% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

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



			As of						As of								As of						As of
			September 30, 2016						December 31, 2015								June 30, 2017						December 31, 2016
		Maturity Date	Principal Balance		Fair Value		Carrying Value		Principal Balance		Fair Value		Carrying Value			Maturity Date	Principal Balance		Fair Value		Carrying Value		Principal Balance		Fair Value		Carrying Value
5.625% Senior Notes		Oct. 1, 2019	$	500,000	$	514,250	$	495,876	$	500,000	$	521,250	$	494,955
5.750% Senior Notes		July 15, 2020		—		—		—		800,000		832,000		791,243
2014 Senior Notes		July 15, 2022		750,000		778,125		736,487		750,000		744,375		735,010		July 15, 2022	$	750,000	$	771,563	$	738,023	$	750,000	$	763,125	$	736,992
2016 Senior Notes		Sep. 1, 2024		1,100,000		1,108,250		1,078,665		—		—		—		Sep. 1, 2024		1,100,000		1,117,875		1,080,093		1,100,000		1,083,500		1,078,954
2010-2C Tower Securities		April 11, 2017		—		—		—		550,000		558,223		548,268
2012-1C Tower Securities		Dec. 11, 2017		610,000		611,275		606,416		610,000		611,879		604,229		Dec. 11, 2017		—		—		—		610,000		610,165		607,157
2013-1C Tower Securities		April 10, 2018		425,000		424,647		422,347		425,000		416,959		421,099		April 10, 2018		425,000		423,763		423,618		425,000		423,381		422,768
2013-2C Tower Securities		April 11, 2023		575,000		579,974		567,286		575,000		565,541		566,523		April 11, 2023		575,000		587,386		568,072		575,000		563,322		567,545
2013-1D Tower Securities		April 10, 2018		330,000		334,521		327,893		330,000		332,676		326,918		April 10, 2018		330,000		330,234		328,898		330,000		334,521		328,225
2014-1C Tower Securities		Oct. 8, 2019		920,000		932,346		911,555		920,000		910,368		909,595		Oct. 8, 2019		920,000		922,456		913,563		920,000		922,199		912,219
2014-2C Tower Securities		Oct. 8, 2024		620,000		628,488		612,441		620,000		608,084		611,853		Oct. 8, 2024		620,000		623,813		613,047		620,000		608,921		612,641
2015-1C Tower Securities		Oct. 8, 2020		500,000		506,155		490,755		500,000		489,680		489,496		Oct. 8, 2020		500,000		502,830		492,372		500,000		495,145		491,289
2016-1C Tower Securities		July 9, 2021		700,000		704,494		690,989		—		—		—		July 9, 2021		700,000		697,620		692,201		700,000		688,072		691,322
2017-1C Tower Securities																April 11, 2022		760,000		760,129		750,520		—		—		—
Revolving Credit Facility		Feb. 5, 2020		150,000		150,000		150,000		—		—		—		Feb. 5, 2020		150,000		150,000		150,000		390,000		390,000		390,000
2014 Term Loan		Mar. 24, 2021		1,466,250		1,469,916		1,455,214		1,477,500		1,447,950		1,464,774		Mar. 24, 2021		1,455,000		1,456,819		1,445,690		1,462,500		1,467,984		1,452,039
2015 Term Loan		June 10, 2022		493,750		492,516		485,344		497,500		486,306		488,107		June 10, 2022		490,000		489,388		482,608		492,500		494,347		484,432
Total debt			$	9,140,000	$	9,234,957	$	9,031,268	$	8,555,000	$	8,525,291	$	8,452,070			$	8,775,000	$	8,833,876	$	8,678,705	$	8,875,000	$	8,844,682	$	8,775,583
Less: current maturities of long-term debt	Less: current maturities of long-term debt							(515,876)						(20,000)	Less: current maturities of long-term debt							(772,517)						(627,157)
Total long-term debt, net of current maturities	Total long-term debt, net of current maturities						$	8,515,392					$	8,432,070	Total long-term debt, net of current maturities						$	7,906,188					$	8,148,426

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



	For the three months ended September 30,								For the nine months ended September 30,								For the three months ended June 30,								For the six months ended June 30,
	2016				2015				2016				2015				2017				2016				2017				2016
	Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash		Cash		Non-cash
	Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest		Interest

	(in thousands)																(in thousands)
5.625% Senior Notes	$	7,031	$	—	$	7,031	$	—	$	21,094	$	—	$	21,094		—	$	—	$	—	$	7,031	$	—	$	—	$	—	$	14,063		—
5.75% Senior Notes		5,494		—		11,500		—		28,494		—		34,500		—		—		—		11,500		—		—		—		23,000		—
2014 Senior Notes		9,141		173		9,141		165		27,422		513		27,422		488		9,141		180		9,141		171		18,281		357		18,281		340
2016 Senior Notes		6,852		117		—		—		6,852		117		—		—		13,406		237		—		—		26,813		471		—		—
2010-2C Tower Securities		1,098		—		7,058		—		15,213		—		21,173		—		—		—		7,058		—		—		—		14,115		—
2012-1C Tower Securities		4,529		—		4,525		—		13,596		—		13,588		—		806		—		4,533		—		5,331		—		9,067		—
2013 Tower Securities		10,804		—		10,804		—		32,413		—		32,413		—		10,804		—		10,804		—		21,609		—		21,609		—
2014 Tower Securities		12,785		—		12,785		—		38,354		—		38,354		—		12,785		—		12,785		—		25,569		—		25,569		—
2015-1C Tower Securities		3,985		—		—		—		11,954		—		—		—		3,985		—		3,985		—		7,969		—		7,969		—
2016-1C Tower Securities		4,808		—		—		—		4,808		—		—		—		5,090		—		—		—		10,181		—		—		—
2017-1C Tower Securities																		5,001		—		—		—		5,001		—		—		—
Revolving Credit Facility		667		—		1,378		—		2,245		—		4,714		—		1,406		—		744		—		4,176		—		1,578		—
2012 Term Loan		—		—		1,135		—		—		—		3,384		—
2014 Term Loan		12,209		129		12,333		125		36,453		380		36,690		366		12,043		131		12,107		126		23,327		259		24,245		251
2015 Term Loan		4,111		166		4,153		159		12,275		490		5,101		197		4,056		169		4,077		163		7,855		334		8,164		324
Capitalized interest and other		(88)		—		34		—		(260)		—		6		—
Other																		(67)		—		(83)		—		(54)		—		(174)		—
Total	$	83,426	$	585	$	81,877	$	449	$	250,913	$	1,500	$	238,439	$	1,051	$	78,456	$	717	$	83,682	$	460	$	156,058	$	1,421	$	167,486	$	915

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

During the ~~three and nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company borrowed ~~$150.0~~$100.0 million and ~~$290.0~~repaid $340.0 million ~~respectively, and repaid $30.0 million and $140.0 million, respectively,~~ of the outstanding balance under the Revolving Credit Facility. As of ~~September~~June 30, ~~2016, $150.0 million was outstanding under the Revolving Credit Facility. As of September 30, 2016,~~2017, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to ~~September~~June 30, ~~2016,~~2017, the Company borrowed ~~$20.0~~an additional $65.0 million ~~and repaid $50.0 million of the outstanding balance~~ under the Revolving Credit Facility. As of the date of this filing, $215.0 million was outstanding under the Revolving Credit Facility.

~~The 2012 Term Loan consisted~~On January 20, 2017, SBA Senior Finance II amended its Senior Credit Agreement, primarily to reduce the stated rate of ainterest applicable to its senior secured term ~~loan with an initial aggregate principal amount of $200.0 million that was to mature on May 9, 2017. The 2012 Term Loan accrued~~loans. As amended, the senior secured term loans accrue interest, at SBA Senior Finance II’s election, at either the Base Rate plus ~~a margin that ranged from 100 to 150~~125 basis points (with a zero Base Rate floor) or the Eurodollar Rate plus ~~a margin that ranged from 200 to 250~~225 basis points ~~in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior~~

~~Credit Agreement)~~(with a zero Eurodollar Rate floor). The 2012 Term Loan was issued at par. The Company incurred deferred financing fees of $2.7 million in relation to this transaction which were being amortized through the maturity date. On November 18, 2015, the Company repaid the outstanding principal balance on the 2012 Term Loan.

The 2014 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that matures on March 24, 2021. ~~The~~Prior to the reduction in the term loan interest rates as discussed above, the 2014 Term Loan ~~accrues~~accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2014 Term Loan was issued at 99.75% of par value. As of ~~September~~June 30, ~~2016,~~2017, the 2014 Term Loan was accruing interest at ~~3.34%~~3.48% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $3.8 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2014 Term Loan. The Company incurred deferred financing fees of approximately ~~$12.9~~$14.1 million in relation to this transaction, which are being amortized through the maturity date.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company repaid $3.8 million and ~~$11.3~~$7.5 million of principal on the 2014 Term Loan. As of ~~September~~June 30, ~~2016,~~2017, the 2014 Term Loan had a principal balance of ~~$1.47~~$1.5 billion.

The 2015 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $500.0 million that matures on June 10, 2022. ~~The~~Prior to the reduction in the term loan interest rates as discussed above, the 2015 Term Loan ~~accrues~~accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2015 Term Loan was issued at 99.0% of par value. As of ~~September~~June 30, ~~2016,~~2017, the 2015 Term Loan was accruing interest at ~~3.34%~~3.48% per annum. Principal payments on the 2015 Term Loan commenced on September 30, 2015 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $1.3 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2015 Term Loan. The Company incurred deferred financing fees of approximately ~~$5.1~~$5.5 million in relation to this transaction, which are being amortized through the maturity date.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company repaid $1.3 million and ~~$3.8~~$2.5 million of principal on the 2015 Term Loan. As of ~~September~~June 30, ~~2016,~~2017, the 2015 Term Loan had a principal balance of ~~$493.8~~$490.0 million.

On ~~April 16, 2010,~~August 9, 2012, the Company, through a New York common law trust (the “Trust”), issued ~~$550.0~~$610.0 million of Secured Tower Revenue Securities Series ~~2010-2C~~2012-1C (the ~~“2010-2C~~“2012-1C Tower Securities”)~~. The 2010-2C Tower Securities~~, which had an ~~annual~~anticipated repayment date of December 11, 2017 and a final maturity date of December 9, 2042. The fixed interest rate of ~~5.101%.~~the 2012-1C Tower Securities was 2.933% per annum, payable monthly. The Company had incurred deferred financing fees of $14.9 million in relation to this transaction, which were being amortized through the anticipated repayment date ~~and~~of the ~~final maturity date for~~2012-1C Tower Securities.

On April 17, 2017, the ~~2010-2C~~Company repaid in full the 2012-1C Tower Securities ~~were April 11, 2017 and April 9, 2042, respectively.~~ with proceeds from the 2017-1C Tower Securities. In connection with the prepayment, the Company expensed $2.0 million of net deferred financing fees.

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 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 the full $550.0 million outstanding of the 2010-2C Tower Securities using net proceeds from the 2016-1C Tower Securities (defined below).~~Additionally, the Company wrote off $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.

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 have an anticipated repayment date of December 11, 2017 and a final maturity date of December 9, 2042. The fixed interest rate of the 2012-1C Tower Securities is 2.933% per annum, payable monthly. The Company incurred deferred financing fees of $14.9 million in relation to this transaction which are being amortized through the anticipated repayment date of the 2012-1C Tower Securities.

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

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

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 deferred financing fees of $11.2 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2015-1C Tower Securities.

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. Net proceeds from this offering were used to prepay the full $550.0 million outstanding on the 2010-2C Tower Securities and for general corporate purposes. The Company has incurred deferred financing fees of ~~$9.4~~$9.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2016-1C 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 has incurred deferred financing fees of $9.8 million to date in relation to this transaction, which are being amortized through the anticipated repayment date of the ~~2016-1C~~2017-1C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, SBA Guarantor, LLC, a wholly owned subsidiary of the Company, 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.

In connection with the issuance of the 2017-1C Tower Securities, the non-recourse mortgage loan was increased by $800.0 million (or by a net of $190.0 million after giving effect to prepayment of the loan components relating to the 2012-1C Tower Securities). The new loan accrues interest at the same rate as the 2017-1C Tower Securities; however, it is subject to all other material terms of the existing mortgage loan, including collateral and interest rate after the anticipated repayment date.

As of ~~September~~June 30, ~~2016,~~2017, 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.

On July 13, 2012, SBA Telecommunications, LLC (“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 deferred 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 (defined below) 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 wrote off $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.~~

SBA Communications Corporation (“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.

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 deferred 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 (defined below), (2) borrowings under the Revolving Credit Facility, and (3) cash on hand. In addition, the Company wrote off $4.1 million of deferred financing fees in connection with the extinguishment of the debt.

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 deferred financing fees of $11.6 million in relation to this transaction, which are being amortized through the maturity date.

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 deferred financing fees of ~~$12.6~~$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 Company has potential common stock equivalents (see Note 12) related to its outstanding stock options ~~(see Note 12)~~ and restricted stock units. These potential common stock equivalents were considered in the Company’s diluted earnings ~~(loss)~~ per share calculation (see Note 15).

On June 4, 2015, the ~~Company announced the authorization~~Company’s Board of Directors authorized a ~~new $1.0 billion~~ stock repurchase plan. This plan ~~authorizes~~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 ofunder the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at ~~management's discretion.~~management’s discretion based on market and business conditions, applicable legal requirements and other factors.

On January 12, 2017, the Company’s Board of Directors authorized a new stock repurchase plan, replacing the plan authorized on June 4, 2015, which had a remaining authorization of $150.0 million. This plan authorizes 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 Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretionbased on market and business conditions, applicable legal requirements and other factors. Shares ~~purchased~~repurchased will be retired.

The new 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 three and six months ended ~~September~~June 30, ~~2016,~~2017, the Company repurchased ~~0.5~~1.2 million shares of its Class A common stock under this plan for $155.0 million, at an average price per share of $134.41. Shares repurchased were retired.

Subsequent to June 30, 2017, the Company repurchased 0.7 million shares of its Class A common stock for ~~$52.3~~$95.0 million, at an average price per share of ~~$108.63. During~~$135.92. Shares repurchased were retired. As of the ~~nine months ended September 30, 2016,~~date of this filing, the Company ~~repurchased 2.0~~had $750.0 million of authorization remaining under the current stock repurchase plan.

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 ~~for $202.4 million, at an average price per share~~in 2007. These shares may be issued in connection with acquisitions of ~~$100.61.~~

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, 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 six months ended June 30, 2017, the Company issued 487,963 shares of Class A common stock under this registration statement. As of June 30, 2017, the Company had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected ~~volatility. Historical data is used~~volatility, as well as, to estimate the expected option ~~life and the expected forfeiture rate.~~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:

The following table summarizes the Company’s activities with respect to its stock option plans for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as follows (dollars and number of shares in thousands, except for per share data):

Weighted-

Weighted-

Average

Average

Remaining

Number

Exercise Price

Contractual

Aggregate

of Shares

Per Share

Life (in years)

Intrinsic Value
Outstanding at December 31, 2015

3,794

$
84.66

Granted

1,357

$
96.64

Exercised

(572)

$
44.74

Canceled

(98)

$
105.11

Outstanding at September 30, 2016

4,481

$
92.94

4.8

$
98,486
Exercisable at September 30, 2016

1,666

$
77.43

3.5

$
60,961
Unvested at September 30, 2016

2,815

$
102.11

5.6

$
37,525



				Weighted-
		Weighted-		Average
		Average		Remaining
	Number	Exercise Price		Contractual	Aggregate
	of Shares	Per Share		Life (in years)	Intrinsic Value
Outstanding at December 31, 2016	4,447	$	93.09
Granted	1,170	$	115.38
Exercised	(480)	$	77.18
Canceled	(55)	$	105.04
Outstanding at June 30, 2017	5,082	$	99.60	4.8	$	179,390
Exercisable at June 30, 2017	2,208	$	87.49	3.5	$	104,656
Unvested at June 30, 2017	2,874	$	108.90	5.8	$	74,734

The weighted-average per share fair value of options granted during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$19.19.~~$23.88. The total intrinsic value for options exercised during the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 was ~~$35.6~~$22.6 million.

The following table summarizes the Company’s restricted stock unit activity for the ~~nine~~six months ended ~~September~~June 30, ~~2016:~~2017:



		Weighted-			Weighted-
		Average			Average
		Grant Date			Grant Date
	Number of	Fair Value per		Number of	Fair Value per
	Units	Share		Shares	Share
	(in thousands)			(in thousands)
Outstanding at December 31, 2015	277	$	97.14
Outstanding at December 31, 2016				291	$	101.74
Granted	137	$	96.76	168	$	115.75
Vested	(114)	$	84.43	(121)	$	98.63
Forfeited/canceled	(9)	$	103.24	(8)	$	108.50
Outstanding at September 30, 2016	291	$	101.74
Outstanding at June 30, 2017				330	$	109.85

The primary reason for the difference in the Company’s effective tax rate and the USU.S. statutory rate is a result of the Company’s REIT election and the Company having a full valuation allowance on ~~its US~~the U.S. net deferred tax ~~assets.~~assets of the taxable REIT subsidiaries (“TRSs”). The Company has concluded that it is not more likely than not that its deferred tax assets will be realized and has recorded a full valuation allowance. A foreign tax provision is recognized because certain international subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.

~~On October 3, 2016, the Board of Directors authorized the Company to take all necessary steps to qualify as a real estate investment trust ("REIT") for tax purposes.~~ The Company ~~intends to elect~~elected to be taxed as a REIT commencing with its taxable year ~~ending~~ended December 31, ~~2016. The Company believes that it is operating in a manner that complies with the REIT rules as of January 1,~~ 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays and therefore not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its ~~taxable REIT subsidiaries (“TRSs”).~~TRSs. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations would continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately ~~$1.2~~$1.1 billion as of December 31, ~~2015,~~2016, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. The Company may use these NOLs to offset its 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 Company does not expect that it will be required to make any distribution of accumulated earnings and profits (commonly referred to as a “purging” dividend) in connection with its REIT conversion.

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.

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.



	Domestic Site		Int'l Site		Site		Not Identified				Domestic Site		Int'l Site		Site		Not Identified
	Leasing		Leasing		Development		by Segment		Total		Leasing		Leasing		Development		by Segment		Total

For the three months ended September 30, 2016	(in thousands)
For the three months ended June 30, 2017											(in thousands)
Revenues	$	319,109	$	69,059	$	23,151	$	—	$	411,319	$	325,324	$	77,677	$	24,293	$	—	$	427,294
Cost of revenues (2)		65,353		21,001		19,114		—		105,468		65,251		24,086		20,007		—		109,344
Operating profit		253,756		48,058		4,037		—		305,851		260,073		53,591		4,286		—		317,950
Selling, general, and administrative		19,206		5,277		3,128		4,644		32,255		16,845		6,390		4,052		6,107		33,394
Acquisition related adjustments and expenses		335		2,635		—		—		2,970		1,438		868		—		—		2,306
Asset impairment and decommission costs		1,974		331		—		—		2,305		7,418		586		136		—		8,140
Depreciation, amortization and accretion		126,059		31,453		997		1,602		160,111		124,225		33,015		652		1,628		159,520
Operating income (loss)		106,182		8,362		(88)		(6,246)		108,210		110,147		12,732		(554)		(7,735)		114,590
Other expense (principally interest expense
and other income (expense))								(122,006)		(122,006)								(101,967)		(101,967)
Loss before provision for income taxes										(13,796)
Income before provision for income taxes																				12,623
Cash capital expenditures (3)		52,589		23,057		320		704		76,670		53,029		19,212		187		790		73,218

For the three months ended September 30, 2015
For the three months ended June 30, 2016
Revenues	$	313,131	$	58,862	$	38,742	$	—	$	410,735	$	316,842	$	65,001	$	23,689	$	—	$	405,532
Cost of revenues (2)		63,587		17,759		30,387		—		111,733		66,199		20,294		20,074		—		106,567
Operating profit		249,544		41,103		8,355		—		299,002		250,643		44,707		3,615		—		298,965
Selling, general, and administrative		16,601		4,200		2,739		4,332		27,872
Selling, general, and administrative (4)												17,936		21,065		3,295		5,368		47,664
Acquisition related adjustments and expenses		253		111		—		—		364		1,355		1,466		—		—		2,821
Asset impairment and decommission costs		63,225		128		—		—		63,353		11,363		983		—		2,345		14,691
Depreciation, amortization and accretion		134,734		28,166		780		650		164,330		126,756		29,781		639		2,547		159,723
Operating income (loss)		34,731		8,498		4,836		(4,982)		43,083		93,233		(8,588)		(319)		(10,260)		74,066
Other expense (principally interest expense
and other income (expense))								(197,103)		(197,103)								(39,354)		(39,354)
Loss before provision for income taxes										(154,020)
Income before provision for income taxes																				34,712
Cash capital expenditures (3)		92,034		35,353		698		2,115		130,200		74,616		15,688		916		1,053		92,273



							Not										Not
	Domestic Site		Int'l Site		Site		Identified by				Domestic Site		Int'l Site		Site		Identified by
	Leasing		Leasing		Development		Segment		Total		Leasing		Leasing		Development		Segment		Total

For the nine months ended September 30, 2016	(in thousands)
For the six months ended June 30, 2017											(in thousands)
Revenues	$	951,181	$	193,280	$	72,159	$	—	$	1,216,620	$	646,454	$	154,097	$	50,106	$	—	$	850,657
Cost of revenues (2)		196,027		59,582		59,021		—		314,630		130,678		48,041		41,595		—		220,314
Operating profit		755,154		133,698		13,138		—		901,990		515,776		106,056		8,511		—		630,343
Selling, general, and administrative ~~(4)~~		55,141		30,727		9,960		14,498		110,326		36,202		12,349		7,669		11,398		67,618
Acquisition related adjustments and expenses		3,533		5,441		—		—		8,974		3,338		1,936		—		—		5,274
Asset impairment and decommission costs		19,359		1,476		—		2,345		23,180		14,848		1,402		241		—		16,491
Depreciation, amortization and accretion		384,208		88,111		2,661		4,655		479,635		248,121		65,840		1,363		3,227		318,551
Operating income (loss)		292,913		7,943		517		(21,498)		279,875		213,267		24,529		(762)		(14,625)		222,409
Other expense (principally interest expense
and other income (expense))								(203,119)		(203,119)								(168,788)		(168,788)
Income before provision for income taxes										76,756										53,621
Cash capital expenditures (3)		232,558		60,125		1,792		2,633		297,108		103,462		46,102		320		1,732		151,616

For the nine months ended September 30, 2015
For the six months ended June 30, 2016
Revenues	$	926,442	$	185,740	$	119,351	$	—	$	1,231,533	$	632,072	$	124,221	$	49,008	$	—	$	805,301
Cost of revenues (2)		188,841		54,457		91,662		—		334,960		130,674		38,581		39,907		—		209,162
Operating profit		737,601		131,283		27,689		—		896,573		501,398		85,640		9,101		—		596,139
Selling, general, and administrative(4)		51,069		12,157		7,475		15,316		86,017		35,935		25,450		6,832		9,854		78,071
Acquisition related adjustments and expenses		7,295		188		—		—		7,483		3,197		2,806		—		—		6,003
Asset impairment and decommission costs		73,781		404		—		—		74,185		17,384		1,145		—		2,345		20,874
Depreciation, amortization and accretion		401,873		91,636		2,246		2,805		498,560		258,149		56,658		1,664		3,053		319,524
Operating income (loss)		203,583		26,898		17,968		(18,121)		230,328		186,733		(419)		605		(15,252)		171,667
Other expense (principally interest expense										��
and other income (expense))								(429,889)		(429,889)								(81,113)		(81,113)
Loss before provision for income taxes										(199,561)
Income before provision for income taxes																				90,554
Cash capital expenditures (3)		479,129		78,427		3,429		12,664		573,649		179,969		37,068		1,472		1,929		220,438

Domestic Site

Int'l Site

Site

Not Identified

Leasing

Leasing

Development

by Segment (1)

Total

(in thousands)
Assets

As of September 30, 2016

$
5,430,526

$
1,808,082

$
40,012

$
637,102

$
7,915,722
As of December 31, 2015

$
5,587,476

$
1,564,496

$
56,631

$
104,377

$
7,312,980



	Domestic Site		Int'l Site		Site		Not Identified
	Leasing		Leasing		Development		by Segment (1)		Total

	(in thousands)
Assets
As of June 30, 2017	$	5,312,780	$	1,860,273	$	44,177	$	91,623	$	7,308,853
As of December 31, 2016	$	5,396,394	$	1,839,703	$	43,769	$	81,079	$	7,360,945

Basic earnings per share was computed by dividing net income from continuing operations 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 from continuing operations attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding ~~and~~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.

The following table sets forth basic and diluted net income per common share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 and ~~2015~~2016 (in thousands, except per share data):



	For the three months				For the nine months				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
Numerator:
Net (loss) income	$	(15,370)	$	(155,946)	$	70,976	$	(206,673)
Net income									$	9,233	$	32,711	$	46,832	$	86,348
Denominator:
Basic weighted-average shares outstanding		124,604		127,170		125,041		128,397		121,455		125,125		121,253		125,261
Dilutive impact of stock options and restricted shares		—		—		720		—		982		658		834		660
Diluted weighted-average shares outstanding		124,604		127,170		125,761		128,397		122,437		125,783		122,087		125,921
Net (loss) income per common share:
Net income per common share:
Basic	$	(0.12)	$	(1.23)	$	0.57	$	(1.61)	$	0.08	$	0.26	$	0.39	$	0.69
Diluted	$	(0.12)	$	(1.23)	$	0.56	$	(1.61)	$	0.08	$	0.26	$	0.38	$	0.69

For the three andsix months ended June 30, 2017, the diluted weighted average number of common shares outstanding excluded an additional 2.1 million and 1.7 million shares, respectively, issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

For the three and six months ended September 30, 2016, all potential common stock equivalents, including 4.5 million shares of stock options outstanding and 0.3 million shares of restricted stock units outstanding, were excluded as the effect would be anti-dilutive.

~~For the nine months ended September~~June 30, 2016, the diluted weighted average number of common shares outstanding excluded an additional ~~2.2~~0.7 million shares issuable upon exercise of the Company’s stock options because the impact would be anti-dilutive.

~~For the three and nine months ended September 30, 2015, all potential common stock equivalents, including 3.9 million shares~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in ~~Canada,~~South America, Central America, and ~~South America.~~Canada. Our primary business line is our site leasing business, which contributed ~~98.5%~~98.6% of our total segment operating profit for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. In our site leasing business, we (1) lease antenna space to wireless service providers on towers that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of ~~September~~June 30, ~~2016,~~2017, we owned ~~25,878~~26,562 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. We also managed or leased approximately ~~5,500~~5,300 actual or potential ~~towers,~~sites, approximately 500 of which were revenue producing as of ~~September~~June 30, ~~2016.~~2017. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, Canada, Central America, and South America. As of ~~September~~June 30, ~~2016, we owned 15,845 towers in~~2017, (1) no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and (2) no U.S. state or territory accounted for more than 10% of our total revenues for the ~~United States and its territories and 10,033 towers in our international markets. Approximately 27%~~six months ended June 30, 2017. In addition, as of June 30, 2017, approximately 27.5% of our total towers are located in Brazil and less than 3% of our total towers are located in each of our other international ~~markets.~~markets (each country is considered a market). We ~~receive~~derive site leasing revenues primarily from wireless service provider tenants, including AT&T, ~~Sprint,~~ T-Mobile, Verizon Wireless, ~~Claro, Digicel,~~Sprint, Oi S.A., Telefonica, Claro, and ~~Telefonica.~~TIM. Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site. In the United States and Canada, our tenant leases are generally for an initial term of five to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases in our Central American and South American markets typically have an initial term of ten years with multiple five year renewal periods. In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in South America escalate in accordance with a standard cost of living index. Site leases in South America typically provide for a fixed rental amount and a pass through charge for the underlying ground lease rent.

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

For any given tower, each of the above costs is relatively fixed over a monthly or an annual time period. As such, cost of site leasing revenue for owned towers does not generally increase as a result of adding additional customers to the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

Ground leases are generally for an initial term of five years or more with multiple renewal terms of five-year periods at our option and provide for rent escalators which typically average 2-3% annually, or in our South American markets, adjust in accordance with a standard cost of living index. As of ~~September~~June 30, ~~2016,~~2017, approximately ~~73%~~71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site

to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

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

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development services revenues are earned primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and ~~antennas;~~antennas on existing infrastructure; (4) support in ~~buying or~~ leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, ~~territory,~~market, and project offices. The ~~regional~~market offices are responsible for all site development ~~operations, including hiring employees~~operations.

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

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

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

We have identified the policies and significant estimation processes listed in the Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business. The standard provides guidance to help entities determine whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 provides revised guidance to determine when an acquisition meets the definition of a business or when the acquisition should be accounted for as an asset acquisition. We adopted this standard effective January 1, 2017 and all changes will be accounted for prospectively. The adoption of ASU 2017-01 did not have a material impact on our ~~Board~~unaudited consolidated financial statements and related disclosures.

Under the new standard, our acquisitions will generally qualify for asset acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805 Business Combinations. For acquisitions which qualify as asset acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets. For asset acquisitions, external, direct transaction costs will be capitalized as a component of ~~Directors authorized us~~the cost of the asset acquired. We will continue to ~~take~~expense internal acquisition costs as incurred.

We account for business combinations under the acquisition method of accounting. The assets and liabilities acquired are recorded at fair market value at the date of each acquisition and the results of operations of the acquired assets are included with those from the dates of the respective acquisitions. We continue to evaluate all ~~necessary steps~~acquisitions for a period not to exceed one year after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed as a result of information available at the acquisition date.

The fair values of net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management at the time. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to ~~tax~~a possible impairment of the intangible assets, or require acceleration of the amortization expense of intangible assets in subsequent periods.

The intangible assets represent the value associated with the current leases at the acquisition date (“Current contract intangibles”) and future tenant leases anticipated to be added to the towers (“Network location intangibles”) and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have a useful life consistent with the useful life of the related tower assets, which is typically 15 years.

In connection with certain acquisitions, we may agree to pay contingent consideration (or earnouts) in cash or stock if the communication sites or businesses that are acquired meet or exceed certain performance targets over a period of one to three years after they have been acquired. We accrue for contingent consideration in connection with business combinations at fair value as a 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.

We believe that our business ~~is currently~~has been operated in a manner that complies with the REIT rules since January 1, 2016, and as a result, we ~~intend to make~~made the election to be subject to tax as a REIT commencing with our taxable year ~~ending~~ended December 31, 2016. ~~Because we believe our business is currently operated in a manner that complies with the REIT rules, no further reorganization of our operations is necessary to complete the REIT conversion.~~

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

As a REIT, we will generally be required to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders. In addition to the REIT distribution requirements, our determination as to the timing and amount of future dividend distributions will be based on a number of factors, including ~~REIT distribution requirements,~~investment opportunities around our core business, the availability of our existing federal ~~net operating losses (“NOLs”)~~NOLs of approximately ~~$1.2~~$1.1 billion as of December 31, ~~2015,~~2016 that are attributes of the REIT, our financial condition, earnings, debt covenants, and other possible uses of such funds. We may use these NOLs to offset our REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized. ~~We do not expect that we will be required to make any distribution of accumulated earnings and profits (commonly referred to as a "purging" dividend) in connection with our REIT conversion.~~

In connection with this election, we propose to merge with and into SBA Communications REIT Corporation (“SBA REIT”), a Florida corporation and wholly owned subsidiary of SBA Communications Corporation (“SBAC”), which was specifically formed for the purpose of the merger. Effective at the time of the merger, SBA REIT will be renamed “SBA Communications Corporation” and will hold, directly or indirectly through its subsidiaries, the assets currently held by SBAC and will conduct the existing businesses of SBAC and its subsidiaries. Although the REIT rules do not require the completion of this merger, we intend to complete the merger

to facilitate our compliance with the REIT rules by ensuring the effective adoption of certain REIT-related ownership limitations and transfer restrictions related to our capital stock, subject to approval by our shareholders. On October 3, 2016, we filed with the Securities and Exchange Commission (the “Commission”) a preliminary proxy statement which provides information regarding the REIT conversion, the proposed merger and the special meeting, at which shareholders will be given the opportunity to vote on the merger.

See Note 13 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report and “Item 1A—Risk Factors” for additional information concerning the proposed REIT conversion.

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

Three Months Ended ~~September~~June 30, ~~2016~~2017 Compared to Three Months Ended ~~September~~June 30, ~~2015~~2016



	For the three months ended								Constant		For the three months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change		2017		2016		Currency Impact		Currency Change		% Change

Revenues	(in thousands)										(in thousands)
Domestic site leasing	$	319,109	$	313,131	$	—	$	5,978		1.9%	$	325,324	$	316,842	$	—	$	8,482		2.7%
International site leasing		69,059		58,862		3,785		6,412		10.9%		77,677		65,001		4,446		8,230		12.7%
Site development		23,151		38,742		—		(15,591)		(40.2%)		24,293		23,689		—		604		2.5%
Total	$	411,319	$	410,735	$	3,785	$	(3,201)		(0.8%)	$	427,294	$	405,532	$	4,446	$	17,316		4.3%
Cost of Revenues
Domestic site leasing	$	65,353	$	63,587	$	—	$	1,766		2.8%	$	65,251	$	66,199	$	—	$	(948)		(1.4%)
International site leasing		21,001		17,759		1,302		1,940		10.9%		24,086		20,294		1,540		2,252		11.1%
Site development		19,114		30,387		—		(11,273)		(37.1%)		20,007		20,074		—		(67)		(0.3%)
Total	$	105,468	$	111,733	$	1,302	$	(7,567)		(6.8%)	$	109,344	$	106,567	$	1,540	$	1,237		1.2%
Operating Profit
Domestic site leasing	$	253,756	$	249,544	$	—	$	4,212		1.7%	$	260,073	$	250,643	$	—	$	9,430		3.8%
International site leasing		48,058		41,103		2,483		4,472		10.9%		53,591		44,707		2,906		5,978		13.4%
Site development		4,037		8,355		—		(4,318)		(51.7%)		4,286		3,615		—		671		18.6%

Domestic site leasing revenues increased ~~$6.0~~$8.5 million for the three months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, due to (i) revenues from ~~528~~250 towers acquired and 9060 towers built since ~~July~~April 1, ~~2015~~2016 and (ii) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals ~~in 2015~~ primarily ~~related to Sprint’s iDEN network, which impacted our year-over-year growth rates during the first three quarters of 2016.~~by MetroPCS, Clearwire, and Cricket.

International site leasing revenues increased ~~$10.2~~$12.7 million for the three months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. On a constant currency basis, international site leasing revenues increased ~~$6.4~~$8.2 million. These ~~increases~~changes were primarily due to (i) revenues from ~~305~~482 towers acquired and ~~391~~395 towers built since ~~July~~April 1, ~~2015,~~2016, (ii) organic site leasing growth from new leases and contractual escalators, and (iii) an increase in reimbursable pass-through expenses. Site leasing revenue in Brazil represented ~~approximately 12%~~13.4% of total site leasing revenue for the period. No other individual international market represented more than 3% of our total site leasing revenue.

Site development revenues ~~decreased $15.6~~increased $0.6 million for the three months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, as a result of ~~a decrease in the volume of work performed, particularly as it related to Sprint.~~increased carrier activity.

Domestic site leasing segment operating profit increased ~~$4.2~~$9.4 million for the three months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, primarily due to additional ~~operating~~ profit generated by (i) towers acquired and built since ~~July~~April 1, ~~2015~~2016 and organic site leasing growth as noted above, (ii) continued control of our site leasing cost of ~~revenues,~~revenue, and (iii) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased ~~$7.0~~$8.9 million for the three months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased ~~$4.5~~$6.0 million. These changes were primarily due to ~~additional operating profit generated by~~ towers acquired and built since April 1, 2016 and organic site leasing growth as noted above, partially offset by increases in cost of revenues.

Site development segment operating profit increased $0.7 million for the three months ended June 30, 2017, as compared to the prior year, primarily due to increased revenue, as well as, a change in the mix of work performed.

Selling, general, and administrative expenses decreased $14.3 million for the three months ended June 30, 2017, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $14.6 million. These changes were primarily as a result of a decrease in bad debt expense due to the $16.5 million Oi reserve recorded in the second quarter of 2016, partially offset by increases in non-cash compensation, legal fees, personnel, salaries, benefits, and other support costs.

Acquisition related adjustments and expenses decreased $0.5 million, on an actual and constant currency basis, for the three months ended June 30, 2017, as compared to the prior year. These changes were primarily as a result of a reduction in third party acquisition costs expensed in the current year as compared to the prior year.

Asset impairment and decommission costs decreased $6.6 million, on an actual and constant currency basis, for the three months ended June 30, 2017, as compared to the prior year. These changes were primarily as a result of a $4.4 million decrease in impairment charges resulting from our analysis that the future cash flows would not recover the carrying value of the investment and a $2.3 million decrease in write-off and disposal costs related to our former corporate headquarters building during the second quarter of 2016.

Depreciation, accretion, and amortization expense decreased $0.2 million for the three months ended June 30, 2017, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $2.1 million.

These changes were primarily due to a decrease in domestic site leasing depreciation associated with assets that became fully depreciated since the prior year period, partially offset by additional international site leasing depreciation associated with the increase in the number of towers we acquired and built since April 1, 2016.

Domestic site leasing operating income increased $16.9 million for the three months ended June 30, 2017, as compared to the prior year, primarily due to higher segment operating profit and decreases in asset impairment and decommission costs, depreciation, accretion, and amortization expenses, and selling, general, and administrative expenses.

International site leasing operating income increased $21.3 million for the three months ended June 30, 2017, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $20.7 million. These changes were primarily due to higher segment operating profit and a decrease in selling, general, and administrative expenses resulting from the $16.5 million Oi reserve recorded in the second quarter of 2016, partially offset by an increase in depreciation, accretion, and amortization expenses.

Site development operating income decreased $0.2 million for the three months ended June 30, 2017, as compared to the prior year, primarily due to increases in selling, general, and administrative expenses and asset impairment and decommission costs, partially offset by higher segment operating profit.



	For the three months ended								Constant
	June 30,				Foreign		Constant		Currency
	2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)
Interest income	$	2,909	$	2,737	$	162	$	10		0.4%
Interest expense		(78,456)		(83,682)		5		5,221		(6.2%)
Non-cash interest expense		(717)		(460)		—		(257)		55.9%
Amortization of deferred financing fees		(4,949)		(5,325)		—		376		(7.1%)
Loss from extinguishment of debt, net		(1,961)		—		—		(1,961)		—%
Other (expense) income, net		(18,793)		47,376		(67,658)		1,489		3.1%
Total	$	(101,967)	$	(39,354)	$	(67,491)	$	4,878		(12.4%)

Interest expense decreased $5.2 million, on an actual and constant currency basis, for the three months ended June 30, 2017, as compared to the prior year, due to a lower weighted average interest rate on debt, partially offset by a higher average principal amount of cash-interest bearing debt outstanding as compared to the prior year. The decrease primarily resulted from the repayment of the 2010-2C Tower Securities in July 2016, the 5.75% Senior Notes in August 2016, the 5.625% Senior Notes in October 2016, and the 2012-1C Tower Securities in April 2017, partially offset by the issuance of the 2016-1C Tower Securities in July 2016, the 2016

Senior Notes in August 2016, and the 2017-1C Tower Securities in April 2017, and a higher average balance outstanding on the Revolving Credit Facility in the current year period.

Loss from extinguishment of debt was $2.0 million for the three months ended June 30, 2017, as compared to none in the prior year, due to the write-off of unamortized financing costs associated with the repayment of the 2012-1C Tower Securities in April 2017.

Other (expense) income, net includes a $20.4 million loss on the remeasurement of intercompany loans for the three months ended June 30, 2017, while the prior year period included a $47.4 million gain.

Net income decreased $23.5 million for the three months ended June 30, 2017, as compared to the prior year. This change was primarily due to fluctuations in our foreign currency exchange rates including changes recorded on the remeasurement of an intercompany loan, partially offset by an increase in operating income and a decrease in interest expense.



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2017		2016		Currency Impact		Currency Change		% Change

Revenues	(in thousands)
Domestic site leasing	$	646,454	$	632,072	$	—	$	14,382		2.3%
International site leasing		154,097		124,221		14,844		15,032		12.1%
Site development		50,106		49,008		—		1,098		2.2%
Total	$	850,657	$	805,301	$	14,844	$	30,512		3.8%
Cost of Revenues
Domestic site leasing	$	130,678	$	130,674	$	—	$	4		0.0%
International site leasing		48,041		38,581		5,207		4,253		11.0%
Site development		41,595		39,907		—		1,688		4.2%
Total	$	220,314	$	209,162	$	5,207	$	5,945		2.8%
Operating Profit
Domestic site leasing	$	515,776	$	501,398	$	—	$	14,378		2.9%
International site leasing		106,056		85,640		9,637		10,779		12.6%
Site development		8,511		9,101		—		(590)		(6.5%)

Domestic site leasing revenues increased $14.4 million for the six months ended June 30, 2017, as compared to the prior year, due to (i) revenues from 367 towers acquired and 70 towers built since January 1, ~~2015~~2016 and (ii) organic site leasing growth, primarily

from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals primarily by MetroPCS, Clearwire, and Cricket.

International site leasing revenues increased $29.9 million for the six months ended June 30, 2017, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $15.0 million. These changes were primarily due to (i) revenues from 482 towers acquired and 456 towers built since January 1, 2016, (ii) organic site leasing growth from new leases and contractual escalators, and (iii) an increase in reimbursable pass-through expenses. Site leasing revenue in Brazil represented 13.4% of total site leasing revenue for the period. No other individual international market represented more than 3% of our total site leasing revenue.

Site development revenues increased $1.1 million for the six months ended June 30, 2017, as compared to the prior year, as a result of increased carrier activity.

Domestic site leasing segment operating profit increased $14.4 million for the six months ended June 30, 2017, as compared to the prior year, primarily due to additional profit generated by (i) towers acquired and built since January 1, 2016 and organic site leasing growth as noted above, (ii) continued control of our site leasing cost of revenue, and (iii) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $20.4 million for the six months ended June 30, 2017, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $10.8 million. These changes were primarily due to towers acquired and built since January 1, 2016 and organic site leasing growth as noted above, partially offset by increases in cost of revenues.

Site development segment operating profit decreased ~~$4.3~~$0.6 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, primarily due to a ~~decrease~~change in the ~~volume~~mix of work ~~performed, particularly as it related to Sprint.~~performed.

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2016

2015

Currency Impact

Currency Change

% Change

(in thousands)

Total

$
32,255

$
27,872

$
234

$
4,149

14.9%



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)
Domestic site leasing	$	36,202	$	35,935	$	—	$	267		0.7%
International site leasing		12,349		25,450		963		(14,064)		(55.3%)
Total site leasing	$	48,551	$	61,385	$	963	$	(13,797)		(22.5%)
Site development		7,669		6,832		—		837		12.3%
Not identified by segment		11,398		9,854		—		1,544		15.7%
Total	$	67,618	$	78,071	$	963	$	(11,416)		(14.6%)

Selling, general, and administrative expenses ~~increased $4.4~~decreased $10.5 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses ~~increased $4.1~~decreased $11.4 million. These ~~increases~~changes were primarily as a result of ~~increases~~a decrease in bad debt expense due to the $16.5 million Oi reserve recorded in the second quarter of 2016, partially offset by increases in non-cash compensation, legal fees, ~~non-cash compensation,~~ personnel, salaries, benefits, and other support ~~costs due in large part to our continued portfolio expansion.~~ costs.

Acquisition related adjustments and expenses ~~increased $2.6~~decreased $0.7 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. On a constant currency basis, acquisition related adjustments and expenses ~~increased $2.5~~decreased $0.9 million. These ~~increases~~changes were primarily as a result of ~~an increase in the number of acquisitions and integration related expenses, as well as~~ changes in our estimated pre-acquisition contingencies as compared to the prior year ~~period.~~period and a reduction in third party acquisition costs expensed in the current year as compared to the prior year.



	For the three months ended								Constant		For the six months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change		2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	1,974	$	63,225	$	—	$	(61,251)		(96.9%)	$	14,848	$	17,384	$	—	$	(2,536)		(14.6%)
International site leasing		331		128		8		195		152.3%		1,402		1,145		135		122		10.7%
Total site leasing											$	16,250	$	18,529	$	135	$	(2,414)		(13.0%)
Site development												241		—		—		241		—%
Not identified by segment												—		2,345		—		(2,345)		(100.0%)
Total	$	2,305	$	63,353	$	8	$	(61,056)		(96.4%)	$	16,491	$	20,874	$	135	$	(4,518)		(21.6%)

Asset impairment and decommission costs decreased ~~$61.1~~by $4.4 million ~~on an actual and constant currency basis,~~ for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. ~~This decrease was~~On a constant currency basis, asset impairment and decommission costs decreased $4.5 million. These changes were primarily as a result of a $56.7 million impairment charge recorded in the third quarter of 2015 related to fiber assets acquired in the 2012 Mobilitie transaction, a $9.0 million gain on the sale of fiber assets recorded in the current year period, and a $1.7$2.3 million decrease in write-off and disposal costs related to our former corporate headquarters building during the ~~impairment charge~~

~~recorded on decommissioned towers for the three months ended September 30,~~ 2016 ~~partially offset by~~and a ~~$6.7~~$1.4 million ~~increase~~decrease in impairment charges resulting from our analysis that the future cash flows would not recover the carrying value of the ~~investment resulting largely from Sprint lease terminations experienced in 2015.~~investment.



	For the three months ended								Constant		For the six months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change		2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	126,059	$	134,734	$	—	$	(8,675)		(6.4%)	$	248,121	$	258,149	$	—	$	(10,028)		(3.9%)
International site leasing		31,453		28,166		1,757		1,530		5.4%		65,840		56,658		6,327		2,855		5.0%
Total site leasing	$	157,512	$	162,900	$	1,757	$	(7,145)		(4.4%)	$	313,961	$	314,807	$	6,327	$	(7,173)		(2.3%)
Site development		997		780		—		217		27.8%		1,363		1,664		—		(301)		(18.1%)
Not identified by segment		1,602		650		—		952		146.5%		3,227		3,053		—		174		5.7%
Total	$	160,111	$	164,330	$	1,757	$	(5,976)		(3.6%)	$	318,551	$	319,524	$	6,327	$	(7,300)		(2.3%)

Depreciation, accretion, and amortization expense decreased ~~$4.2~~$1.0 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased ~~$6.0~~$7.3 million. These changes were primarily due to a decrease in depreciation associated with assets that became fully depreciated since the prior year period, partially offset by additional depreciation associated with the increase in the number of towers we acquired and built since ~~July~~January 1, ~~2015.~~2016.



	For the three months ended								Constant		For the six months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change		2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Domestic site leasing	$	106,182	$	34,731	$	—	$	71,451		205.7%	$	213,267	$	186,733	$	—	$	26,534		14.2%
International site leasing		8,362		8,498		361		(497)		(5.8%)		24,529		(419)		2,001		22,947		(5,476.6%)
Total site leasing	$	114,544	$	43,229	$	361	$	70,954		164.1%	$	237,796	$	186,314	$	2,001	$	49,481		26.6%
Site development		(88)		4,836		—		(4,924)		(101.8%)		(762)		605		—		(1,367)		(226.0%)
Not identified by segment		(6,246)		(4,982)		—		(1,264)		25.4%		(14,625)		(15,252)		—		627		(4.1%)
Total	$	108,210	$	43,083	$	361	$	64,766		150.3%	$	222,409	$	171,667	$	2,001	$	48,741		28.4%

Domestic site leasing operating income increased ~~$71.5~~$26.5 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, primarily due to higher segment operating profit and decreases in ~~asset impairment and decommission costs and~~ depreciation, accretion, and amortization expense and ~~higher segment operating profit, partially offset by an increase in selling, general,~~asset impairment and ~~administrative expenses.~~decommission costs.

International site leasing operating income ~~decreased $0.1~~increased $24.9 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $0.5 million. These decreases were primarily due to increases in acquisition related adjustments and expenses, depreciation, accretion, and amortization, and selling, general, and administrative expenses, partially offset by higher segment operating profit.

Site development operating income decreased $4.9 million for the three months ended September 30, 2016, as compared to the prior year, primarily due to lower segment operating profit and increases in depreciation, accretion, and amortization expenses and selling, general, and administrative expenses.

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2016

2015

Currency Impact

Currency Change

% Change

(in thousands)

Interest income

$
3,101

$
1,276

$
174

$
1,651

129.4%
Interest expense

(83,426)

(81,877)

—

(1,549)

1.9%
Non-cash interest expense

(585)

(449)

—

(136)

30.3%
Amortization of deferred financing fees

(5,445)

(4,803)

—

(642)

13.4%
Loss from extinguishment of debt, net

(34,512)

—

—

(34,512)

—%
Other income (expense), net

(1,139)

(111,250)

109,310

801

(0.7%)
Total

$
(122,006)

$
(197,103)

$
109,484

$
(34,387)

17.4%

~~Interest income~~ increased $1.8 million for the three months ended September 30, 2016, as compared to the prior year. On a constant currency basis, interest income increased $1.7 million. These increases were primarily due to a higher amount of interest bearing deposits held as compared to the prior year period.

Interest expense increased $1.5 million, on an actual and constant currency basis, for the three months ended September 30, 2016, as compared to the prior year, due to the higher average principal amount of cash-interest bearing debt outstanding as compared to the prior year, primarily resulting from the issuance of the 2015-1C Tower Securities (defined below) in October 2015, the 2016-1C Tower Securities (defined below) in July 2016, and the 2016 Senior Notes (defined below) in August 2016, partially offset by the repayment of the 2012 Term Loan in November 2015, the 2010-2C Tower Securities (defined below) in July 2016, and the 5.75% Senior Notes (defined below) in August 2016, and a lower average balance outstanding on the Revolving Credit Facility in the current year period.

~~Loss from extinguishment of debt increased $34.5 million for the three months ended September 30, 2016, as compared to the prior year, due to~~the payment of a $25.8 million call premium and accrued interest on the redemption of the 5.75% Senior Notes, the write off of $7.7 million in deferred financing fees related to the 5.75% Senior Notes, and the write off of $1.0 million in deferred financing fees related to the redemption of the 2010-2C Tower Securities.

Other income (expense), net includes a $3.2 million loss on the remeasurement of intercompany loans for the three months ended September 30, 2016, while the prior year period included a $112.1 million loss.

~~Net loss decreased $140.6 million for the three months ended September 30, 2016, as compared to the prior year. On a constant currency basis, net loss decreased $30.7~~$22.9 million. These changes were primarily due to ~~an increase in operating income, partially offset by an increase in loss from extinguishment of debt, net.~~

~~Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015~~

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2016

2015

Currency Impact

Currency Change

% Change

Revenues

(in thousands)

Domestic site leasing

$
951,181

$
926,442

$
—

$
24,739

2.7%
International site leasing

193,280

185,740

(17,120)

24,660

13.3%
Site development

72,159

119,351

—

(47,192)

(39.5%)
Total

$
1,216,620

$
1,231,533

$
(17,120)

$
2,207

0.2%
Cost of Revenues

Domestic site leasing

$
196,027

$
188,841

$
—

$
7,186

3.8%
International site leasing

59,582

54,457

(5,964)

11,089

20.4%
Site development

59,021

91,662

—

(32,641)

(35.6%)
Total

$
314,630

$
334,960

$
(5,964)

$
(14,366)

(4.3%)
Operating Profit

Domestic site leasing

$
755,154

$
737,601

$
—

$
17,553

2.4%
International site leasing

133,698

131,283

(11,156)

13,571

10.3%
Site development

13,138

27,689

—

(14,551)

(52.6%)

Domestic site leasing revenues increased $24.7 million for the nine months ended September 30, 2016, as compared to the prior year, due to (i) revenues from 872 towers acquired and 171 towers built since January 1, 2015 and (ii) organic site leasing growth, primarily from monetary lease amendments for additional equipment added to our towers as well as new leases and contractual rent escalators, partially offset by lease non-renewals in 2015 primarily related to Sprint’s iDEN network, which impacted our year-over-year growth rates during the first three quarters of 2016.

International site leasing revenues increased $7.5 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $24.7 million. These changes were primarily due to (i) revenues from 337 towers acquired and 534 towers built since January 1, 2015, (ii) organic site leasing growth from new leases and contractual escalators, and (iii) an increase in reimbursable pass-through expenses. Site leasing revenue in Brazil represented approximately 11% of total site leasing revenue for the period. No other individual international market represented more than 3% of our total site leasing revenue.

Site development revenues decreased $47.2 million for the nine months ended September 30, 2016, as compared to the prior year, as a result of a decrease in the volume of work performed, particularly as it related to Sprint.

~~Domestic site leasing~~higher segment operating profit ~~increased $17.6 million for the nine months ended September 30, 2016, as compared to the prior year, primarily due to additional operating profit generated by (i) towers acquired~~ and built since January 1, 2015 and organic site leasing growth as noted above, (ii) continued control of our site leasing cost of revenues, and (iii) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increased $2.4 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $13.6 million. These changes were primarily due to towers acquired and built since January 1, 2015 and organic site leasing growth as noted above, partially offset by increasesdecreases in ~~cost of revenues.~~

Site development segment operating profit decreased $14.6 million for the nine months ended September 30, 2016, as compared to the prior year, primarily due to a decrease in the volume of work performed, particularly as it related to Sprint.

~~Selling, general, and administrative expenses increased $24.3 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis,~~ selling, general, and administrative expenses ~~increased $25.0 million. These increases were primarily as a result of~~resulting from the $16.5 million Oi reserve recorded in the second quarter of 2016 and ~~increases in bad debt expense, non-cash compensation, personnel, salaries, benefits, and other support costs due in large part to our continued portfolio expansion.~~

Acquisition related adjustments and expenses increased $1.5 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, acquisition related adjustments and expenses increased $1.7 million. These increases were primarily as a result of changes in our estimated pre-acquisition contingencies as compared to the prior year period, partially offset by a decrease in the number of acquisitions and integration related expenses as compared to the prior year period.

Asset impairment and decommission costs decreased by $51.0 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs decreased $50.9 million. These decreases were primarily as a result of a $56.7 million impairment charge recorded in the third quarter of 2015 related to fiber assets acquired in the 2012 Mobilitie transaction, a $9.0 million gain on the sale of fiber assets recorded in the current year period, a $0.6 million decrease in the impairment charge recorded on decommissioned towers, partially offset by a $14.1 million increase in impairment charges resulting from our analysis that the future cash flows would not recover the carrying value of the investment resulting from Sprint lease terminations experienced in 2015 and an increase in write off and disposal costs related to our former corporate headquarters building for the nine months ended September 30, 2016.

Depreciation, accretion, and amortization expense decreased $18.9 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $11.1 million. These decreases were primarily due to a decrease in depreciation associated with assets that became fully depreciated since the prior year period, partially offset by additional depreciation associated with the increase in the number of towers we acquired and built since January 1, 2015.

Domestic site leasing operating income increased $89.3 million for the nine months ended September 30, 2016, as compared to the prior year, primarily due to higher segment operating profit and decreases in asset impairment and decommission costs, depreciation, accretion, and amortization expense, and acquisition related adjustments and expenses, partially offset by an increase in ~~selling, general, and administrative expenses.~~

International site leasing operating income decreased $19.0 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $16.6 million. These decreases were primarily due to the $16.5 million Oi reserve recorded in the second quarter of 2016, increases in acquisition related adjustments and expenses, depreciation, accretion, and amortization ~~expense, and asset impairment and decommission costs, partially offset by higher segment operating profit.~~expenses.

Site development operating income decreased ~~$17.5~~$1.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, primarily due to lower segment operating profit and increases in selling, general, and administrative expenses and asset impairment and decommission costs, partially offset by a decrease in depreciation, accretion, and amortization expense.



	For the nine months ended								Constant		For the six months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change		2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Interest income	$	7,704	$	2,284	$	(771)	$	6,191		271.1%	$	6,143	$	4,603	$	643	$	897		19.5%
Interest expense		(250,913)		(238,439)		2		(12,476)		5.2%		(156,058)		(167,486)		—		11,428		(6.8%)
Non-cash interest expense		(1,500)		(1,051)		—		(449)		42.7%		(1,421)		(915)		—		(506)		55.3%
Amortization of deferred financing fees		(16,035)		(13,973)		—		(2,062)		14.8%		(11,647)		(10,590)		—		(1,057)		10.0%
Loss from extinguishment of debt, net		(34,512)		—		—		(34,512)		—%		(1,961)		—		—		(1,961)		—%
Other income (expense), net		92,137		(178,710)		270,272		575		(0.3%)
Other (expense) income, net												(3,844)		93,275		(99,550)		2,431		2.6%
Total	$	(203,119)	$	(429,889)	$	269,503	$	(42,733)		9.9%	$	(168,788)	$	(81,113)	$	(98,907)	$	11,232		(13.8%)

Interest income increased $5.4 million for the nine months ended September 30, 2016, as compared to the prior year. On a constant currency basis, interest income increased $6.2 million. These increases were primarily due to a higher amount of interest bearing deposits held as compared to the prior year period.

~~Interest~~ expense ~~increased $12.5~~decreased $11.4 million, on an actual and constant currency basis, for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year, due to ~~the~~a lower weighted average interest rate on debt, partially offset by a higher average principal amount of cash-interest bearing debt outstanding as compared to the prior ~~year,~~year. The decrease primarily ~~resulting~~resulted from the repayment of the

2010-2C Tower Securities in July 2016, the 5.75% Senior Notes in August 2016, the 5.625% Senior Notes in October 2016, and the 2012-1C Tower Securities in April 2017, partially offset by the issuance of the ~~2015 Term Loan (defined below) in June 2015, the 2015-1C Tower Securities (defined below) in October 2015, the~~ 2016-1C Tower Securities ~~(defined below)~~ in July 2016, ~~and~~ the 2016 Senior Notes (defined below) in August 2016, partially offset by the repayment of the 2012 Term Loan in November 2015, the 2010-2C Tower Securities (defined below) in July 2016, and the 5.75% Senior Notes (defined below) in August 2016, and the 2017-1C Tower Securities in April 2017, and a ~~lower~~higher average balance outstanding ~~under~~on the Revolving Credit Facility in the current year period.

Loss from extinguishment of debt ~~increased $34.5~~was $2.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to none in the prior year, due to the ~~payment~~write-off of ~~a $25.8 million call premium and accrued interest on~~unamortized financing costs associated with the ~~redemption~~repayment of the ~~5.75% Senior Notes, the write off of $7.7 million~~2012-1C Tower Securities in ~~deferred financing fees related to the 5.75% Senior Notes, and the write off of $1.0 million in deferred financing fees related to the redemption of the 2010-2C Tower Securities.~~April 2017.

Other (expense) income, ~~(expense),~~ net includes ~~an $89.0~~a $6.8 million ~~gain~~loss on the remeasurement of intercompany loans for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, while the prior year period included a ~~$180.4~~$92.1 million ~~loss.~~gain.

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2016

2015

Currency Impact

Currency Change

% Change

(in thousands)

Net income (loss)

$
70,976

$
(206,673)

$
267,157

$
10,492

(5.1%)



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	46,832	$	86,348	$	(96,918)	$	57,402		66.5%

Net income ~~(loss) increased $277.6~~decreased $39.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year. ~~On a constant currency basis, net income (loss) increased $10.5 million. These changes were~~This change was primarily due to fluctuations in our foreign currency exchange rates including changes recorded on the remeasurement of an intercompany loan, partially offset by an increase in operating income ~~partially offset by increases~~and a decrease in ~~loss from extinguishment of debt, net and~~ interest expense.

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

~~reorganization,~~year, provides management and investors the ability to better analyze our core results without the impact of what we believe is a non-recurring event.

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

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

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2016

2015

Currency Impact

Currency Change

% Change

(in thousands)

Net loss

$
(15,370)

$
(155,946)

$
109,843

$
30,733

(19.7%)
Non-cash straight-line leasing revenue

(7,334)

(11,642)

329

3,979

(34.2%)
Non-cash straight-line ground lease expense

8,323

8,555

33

(265)

(3.1%)
Non-cash compensation

8,076

6,702

18

1,356

20.2%
Loss from extinguishment of debt, net

34,512

—

—

34,512

—%
Other income

1,139

111,250

(109,310)

(801)

(0.7%)
Acquisition related adjustments and expenses

2,970

364

123

2,483

682.1%
Asset impairment and decommission costs

2,305

63,353

8

(61,056)

(96.4%)
Interest income

(3,101)

(1,276)

(174)

(1,651)

129.4%
Interest expense (1)

89,456

87,129

—

2,327

2.7%
Depreciation, accretion, and amortization

160,111

164,330

1,757

(5,976)

(3.6%)
Provision for taxes (2)

2,123

2,369

2

(248)

(10.5%)
Adjusted EBITDA

$
283,210

$
275,188

$
2,629

$
5,393



	For the nine months ended								Constant		For the three months ended								Constant
	September 30,				Foreign		Constant		Currency		June 30,				Foreign		Constant		Currency
	2016		2015		Currency Impact		Currency Change		% Change		2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)										(in thousands)
Net income (loss)	$	70,976	$	(206,673)	$	267,157	$	10,492		(5.1%)
Net income											$	9,233	$	32,711	$	(66,863)	$	43,385		132.6%
Non-cash straight-line leasing revenue		(24,955)		(39,101)		(1,568)		15,714		(40.2%)		(4,125)		(8,775)		(266)		4,916		(56.0%)
Non-cash straight-line ground lease expense		26,610		25,794		(161)		977		3.8%		7,693		9,794		30		(2,131)		(21.8%)
Non-cash compensation		24,752		21,903		(15)		2,864		13.1%		10,194		8,893		51		1,250		14.1%
Loss from extinguishment of debt, net		34,512		—		—		34,512		—%		1,961		—		—		1,961		—%
Other (income) expense		(92,137)		178,710		(270,272)		(575)		(0.3%)
Other expense (income), net												18,793		(47,376)		67,658		(1,489)		3.1%
Acquisition related adjustments and expenses		8,974		7,483		(248)		1,739		23.2%		2,306		2,821		9		(524)		(18.6%)
Asset impairment and decommission costs		23,180		74,185		(92)		(50,913)		(68.6%)		8,140		14,691		32		(6,583)		(44.8%)
Interest income		(7,704)		(2,284)		771		(6,191)		271.1%		(2,909)		(2,737)		(162)		(10)		0.4%
Interest expense (1)		268,448		253,463		(2)		14,987		5.9%		84,122		89,467		(5)		(5,340)		(6.0%)
Depreciation, accretion, and amortization		479,635		498,560		(7,802)		(11,123)		(2.2%)		159,520		159,723		1,871		(2,074)		(1.3%)
Provision for taxes (2)		7,185		8,415		(11)		(1,219)		(14.5%)		3,857		2,402		7		1,448		60.3%
Adjusted EBITDA	$	819,476	$	820,455	$	(12,243)	$	11,264				298,785		261,614		2,362		34,809
Oi reserve		16,498		—		—		16,498				—		16,498		—		(16,498)
Adjusted EBITDA net of the Oi reserve	$	835,974	$	820,455	$	(12,243)	$	27,762
Adjusted EBITDA excluding Oi reserve											$	298,785	$	278,112	$	2,362	$	18,311



	For the six months ended								Constant
	June 30,				Foreign		Constant		Currency
	2017		2016		Currency Impact		Currency Change		% Change

	(in thousands)
Net income	$	46,832	$	86,348	$	(96,918)	$	57,402		66.5%
Non-cash straight-line leasing revenue		(8,064)		(17,622)		(975)		10,533		(59.8%)
Non-cash straight-line ground lease expense		15,763		18,288		116		(2,641)		(14.4%)
Non-cash compensation		19,471		16,677		111		2,683		16.1%
Loss from extinguishment of debt, net		1,961		—		—		1,961		—%
Other expense (income), net		3,844		(93,275)		99,550		(2,431)		2.6%
Acquisition related adjustments and expenses		5,274		6,003		211		(940)		(15.7%)
Asset impairment and decommission costs		16,491		20,874		135		(4,518)		(21.6%)
Interest income		(6,143)		(4,603)		(643)		(897)		19.5%
Interest expense (1)		169,126		178,991		—		(9,865)		(5.5%)
Depreciation, accretion, and amortization		318,551		319,524		6,327		(7,300)		(2.3%)
Provision for taxes (2)		7,845		5,062		42		2,741		54.1%
Adjusted EBITDA		590,951		536,267		7,956		46,728
Oi reserve		—		16,498		—		(16,498)
Adjusted EBITDA excluding Oi reserve	$	590,951	$	552,765	$	7,956	$	30,230

Adjusted EBITDA excluding the Oi reserve increased ~~$8.0~~$20.7 million for the three months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year period. On a constant currency basis, ~~adjusted~~Adjusted EBITDA excluding the Oi reserve increased ~~$5.4~~$18.3 million. ~~The increases~~These changes were primarily due to increases in domestic ~~and~~site leasing, international site leasing, and site development segment operating profit, partially offset by an increase in selling, general, and administrative ~~expenses and a decrease in site development segment operating profit.~~expenses.

Adjusted EBITDA ~~net of~~excluding the Oi reserve increased ~~$15.5~~$38.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, as compared to the prior year period. On a constant currency basis, ~~adjusted~~Adjusted EBITDA ~~net of~~excluding the Oi reserve increased ~~$27.8~~$30.2 million. ~~The increases~~These changes were primarily due to increases in domestic and international site leasing segment operating profit, partially offset by an increase in selling, general, and administrative expenses and a decrease in site development segment operating profit.

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

Cash provided by operating activities was ~~$514.2~~$404.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 as compared to ~~$534.7~~$354.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2015.~~2016. The ~~decrease~~increase of ~~$20.6~~$49.5 million was primarily due to increases in cash outflows associated with working capital changes, decreased site development segment operating profit, increased selling, general, and administrative expenses, increased cash interest payments relating to the higher average amount of cash-interest bearing debt outstanding and the payment of accrued interest associated with the redemption of the 5.625% Senior Notes, and the negative impact of changes in foreign currency exchange rates on cash flows from operating activities, partially offset by an increase in segment operating profit from domestic site leasing and international site leasing operating ~~segments.~~segments and a decrease in interest payments.

During all of ~~2016,~~2017, inclusive of the capital expenditures made during the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of ~~$32.6~~$29.0 million to ~~$33.6~~$39.0 million and discretionary cash capital expenditures, based on current acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of ~~$346.1~~$385.0 million to ~~$356.1~~$405.0 million as well as potential, additional tower acquisitions not yet under contract. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we borrowed ~~$290.0~~$100.0 million and repaid ~~$140.0~~$340.0 million of the outstanding balance under the Revolving Credit Facility. As of ~~September~~June 30, ~~2016,~~2017, we had $150.0 million outstanding under the $1.0 billion Revolving Credit Facility. Subsequent to ~~September~~June 30, ~~2016,~~2017, we borrowed ~~$20.0~~an additional $65.0 million ~~and repaid $50.0 million of the outstanding balance~~ under the Revolving Credit Facility.

During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we repurchased ~~2.0~~1.2 million shares of our Class A common stock under our current stock repurchase plan for ~~$202.4~~$155.0 million at a weighted average price per share of ~~$100.61.~~$134.41. Subsequent to June 30, 2017, we repurchased 0.7 million shares of our Class A common stock under our current stock repurchase plan for $95.0 million at a weighted average price per share of $135.92. Shares repurchased were retired. As of the date of this filing, we had $750.0 million of authorization remaining under the current stock repurchase plan.

On ~~July 7, 2016,~~January 20, 2017, SBA Senior Finance II repriced its senior secured term loans from a Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%) to a Eurodollar Rate plus 225 basis points (with a zero Eurodollar floor).

On April 17, 2017, we, through ~~our existing SBA Tower Trust,~~a New York common law trust (the “Trust”), issued ~~$700.0~~$760.0 million of ~~2.877%~~ Secured Tower Revenue Securities Series ~~2016-1C~~2017-1C, which have an anticipated repayment date of ~~July 9, 2021~~April 11, 2022 and a final maturity date of ~~July 10, 2046~~April 9, 2047 (the ~~“2016-1C~~“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 ~~full $550.0~~entire $610.0 million ~~outstanding on~~aggregate principal amount, as well as accrued and unpaid interest, of the ~~2010-2C~~2012-1C Tower Securities and for general corporate purposes. ~~Additionally, we wrote off $1.0 million~~

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we ~~did not issue any~~issued 487,963 shares of Class A common stock under this registration statement. As of ~~September~~June 30, ~~2016,~~2017, we had approximately ~~1.7~~1.2 million shares of Class A common stock remaining under this shelf registration statement.

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

Senior Finance II will repay all amounts outstanding on or before, February 5, 2020. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period.

During the ~~three and nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we borrowed ~~$150.0~~$100.0 million and ~~$290.0~~repaid $340.0 million ~~respectively, and repaid $30.0 million and $140.0 million, respectively,~~ of the outstanding balance under the Revolving Credit Facility. As of ~~September~~June 30, ~~2016, $150.0 million was outstanding under the Revolving Credit Facility. As of September 30, 2016,~~2017, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to ~~September~~June 30, ~~2016,~~2017, we borrowed ~~$20.0~~an additional $65.0 million ~~and repaid $50.0 million~~under the Revolving Credit Facility. As of the date of this filing, $215.0 million was outstanding ~~balance~~ under the Revolving Credit Facility.

under the 2014 Term Loan. We incurred deferred financing fees of approximately ~~$12.9~~$14.1 million in relation to this transaction, which are being amortized through the maturity date.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we repaid $3.8 million and ~~$11.3~~$7.5 million of principal on the 2014 Term Loan. As of ~~September~~June 30, ~~2016,~~2017, the 2014 Term Loan had a principal balance of ~~$1.47~~$1.5 billion.

The 2015 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $500.0 million that matures on June 10, 2022. ~~The~~Prior to the reduction in the term loan interest rates as discussed above, the 2015 Term Loan ~~accrues~~accrued interest, at SBA Senior Finance II’s election, at either the Base Rate plus 150 basis points (with a Base Rate floor of 1.75%) or the Eurodollar Rate plus 250 basis points (with a Eurodollar Rate floor of 0.75%). The 2015 Term Loan was issued at 99.0% of par value. As of ~~September~~June 30, ~~2016,~~2017, the 2015 Term Loan was accruing interest at ~~3.34%~~3.48% per annum. Principal payments on the 2015 Term Loan commenced on September 30, 2015 and are being made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $1.3 million. SBA Senior Finance II has the ability to prepay any or all amounts under the 2015 Term Loan. We incurred deferred financing fees of approximately ~~$5.1~~$5.5 million in relation to this transaction, which are being amortized through the maturity date.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we repaid $1.3 million and ~~$3.8~~$2.5 million of principal on the 2015 Term Loan. As of ~~September~~June 30, ~~2016,~~2017, the 2015 Term Loan had a principal balance of ~~$493.8~~$490.0 million.

On ~~April 16, 2010,~~August 9, 2012, we, through ~~a New York common law trust (the “Trust”),~~the Trust, issued ~~$550.0~~$610.0 million of Secured Tower Revenue Securities Series ~~2010-2C~~2012-1C (the ~~“2010-2C~~“2012-1C Tower Securities”)~~. The 2010-2C Tower Securities~~, which had an ~~annual~~anticipated repayment date of December 11, 2017 and a final maturity date of December 9, 2042. The fixed interest rate of ~~5.101%. The~~the 2012-1C Tower Securities was 2.933% per annum, payable monthly. We incurred deferred financing fees of $14.9 million in relation to this transaction, which were being amortized through the anticipated repayment date ~~and~~of the ~~final maturity date for~~2012-1C Tower Securities.

On April 17, 2017, we repaid in full the ~~2010-2C~~2012-1C Tower Securities ~~were April 11, 2017 and April 9, 2042, respectively.~~ with proceeds from the 2017-1C Tower Securities. In connection with the prepayment, we expensed $2.0 million of net deferred financing fees.

The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of those entities that are borrowers on the mortgage loan (the “Borrowers”). ~~We incurred deferred financing fees of $8.1 million in relation to this transaction which were being amortized through the anticipated repayment date of the 2010-2C Tower Securities.~~

~~On July 15, 2016, we repaid the full $550.0 million outstanding of the 2010-2C Tower Securities using net proceeds from the 2016-1C Tower Securities.~~Additionally, we wrote off $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.

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

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

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

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

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

On July 7, 2016, we, through the Trust, issued $700.0 million of Secured Tower Revenue Securities Series 2016-1C, which have an anticipated repayment date of July 9, 2021 and a final maturity date of July 10, ~~2046.~~2046 (the “2016-1C Tower Securities”). The fixed interest rate of the 2016-1C

Tower Securities is 2.877% per annum, payable monthly. Net proceeds from this offering were used to prepay the full $550.0 million outstanding on the 2010-2C Tower Securities and for general corporate purposes. We incurred deferred financing fees of ~~$9.4~~$9.5 million in relation to this transaction, which are being amortized through the anticipated repayment date of the 2016-1C Tower Securities.

On April 17, 2017, we, 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. We incurred deferred financing fees of $9.8 million to date in relation to this transaction, which are being amortized through the anticipated repayment date of the ~~2016-1C~~2017-1C Tower Securities.

In addition, to satisfy certain risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, 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.

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

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

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

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

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

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

On August 15, 2016, we issued $1.1 billion of unsecured senior notes due September 1, ~~2024.~~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. We incurred deferred financing fees of ~~$12.6~~$12.8 million in relation to this transaction, which are being amortized through the maturity date. Net proceeds from this offering and cash on hand were used to redeem $800.0 million, the aggregate principal amount outstanding, of Telecommunications’ 5.75% Senior Notes and $250.0 million of our 5.625% Senior Notes and pay the associated call premiums.

As of ~~September~~June 30, ~~2016,~~2017, we believe that our cash on hand, capacity available under our Revolving Credit Facility ~~our~~and cash flows from operations for the next twelve months ~~and future financings~~ will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the ~~next~~ twelve months ended June 30, 2018 based on the amounts outstanding as of ~~September~~June 30, ~~2016~~2017 and the interest rates accruing on those amounts on such date (in thousands):

We are exposed to certain market risks that are inherent in our financial instruments. These ~~risks~~instruments arise from transactions entered into in the normal course of business.

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of ~~September~~June 30, ~~2016:~~2017:

2016

2017

2018

2019

2020

Thereafter

Total

Fair Value

Debt:

(in thousands)
5.625% Senior Notes (1)

$
500,000

$
—

$
—

$
—

$
—

$
—

$
500,000

$
514,250
2014 Senior Notes

—

—

—

—

—

750,000

750,000

778,125
2016 Senior Notes

—

—

—

—

—

1,100,000

1,100,000

1,108,250
2012-1C Tower Securities (2)

—

610,000

—

—

—

—

610,000

611,275
2013-1C Tower Securities (2)

—

—

425,000

—

—

—

425,000

424,647
2013-2C Tower Securities (2)

—

—

—

—

—

575,000

575,000

579,974
2013-1D Tower Securities (2)

—

—

330,000

—

—

—

330,000

334,521
2014-1C Tower Securities (2)

—

—

—

920,000

—

—

920,000

932,346
2014-2C Tower Securities (2)

—

—

—

—

—

620,000

620,000

628,488
2015-1C Tower Securities (2)

—

—

—

—

500,000

—

500,000

506,155
2016-1C Tower Securities (2)

—

—

—

—

—

700,000

700,000

704,494
Revolving Credit Facility

—

—

—

—

150,000

—

150,000

150,000
2014 Term Loan

3,750

15,000

15,000

15,000

15,000

1,402,500

1,466,250

1,469,916
2015 Term Loan

1,250

5,000

5,000

5,000

5,000

472,500

493,750

492,516
Total debt obligation

$
505,000

$
630,000

$
775,000

$
940,000

$
670,000

$
5,620,000

$
9,140,000

$
9,234,957



	2017		2018		2019		2020		2021		Thereafter		Total		Fair Value

	(in thousands)
2014 Senior Notes	$	—	$	—	$	—	$	—	$	—	$	750,000	$	750,000	$	771,563
2016 Senior Notes		—		—		—		—		—		1,100,000		1,100,000		1,117,875
2013-1C Tower Securities (1)		—		425,000		—		—		—		—		425,000		423,763
2013-2C Tower Securities (1)		—		—		—		—		—		575,000		575,000		587,386
2013-1D Tower Securities (1)		—		330,000		—		—		—		—		330,000		330,234
2014-1C Tower Securities (1)		—		—		920,000		—		—		—		920,000		922,456
2014-2C Tower Securities (1)		—		—		—		—		—		620,000		620,000		623,813
2015-1C Tower Securities (1)		—		—		—		500,000		—		—		500,000		502,830
2016-1C Tower Securities (1)		—		—		—		—		700,000		—		700,000		697,620
2017-1C Tower Securities (1)		—		—		—		—		—		760,000		760,000		760,129
Revolving Credit Facility		—		—		—		150,000		—		—		150,000		150,000
2014 Term Loan		7,500		15,000		15,000		15,000		1,402,500		—		1,455,000		1,456,819
2015 Term Loan		2,500		5,000		5,000		5,000		5,000		467,500		490,000		489,388
Total debt obligation	$	10,000	$	775,000	$	940,000	$	670,000	$	2,107,500	$	4,272,500	$	8,775,000	$	8,833,876

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

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

The anticipated repayment date and the final maturity date for the 2013-1D Tower Securities are April 10, 2018 and April 9, 2043, respectively.

The anticipated repayment date and the final maturity date for the 2014-1C Tower Securities is October 8, 2019 and October 11, 2044, respectively.

The anticipated repayment date and the final maturity date for the 2014-2C Tower Securities is October 8, 2024 and October 8, 2049, respectively.

The anticipated repayment date and the final maturity date for the 2015-1C Tower Securities is October 8, 2020 and October 10, 2045, respectively.

The anticipated repayment date and the final maturity date for the 2016-1C Tower Securities is July 9, 2021 and July 10, 2046, respectively.

The anticipated repayment date and the final maturity date for the 2017-1C Tower Securities is April 11, 2022 and April 9, 2047, respectively.

Our current primary market risk exposure is (1) interest rate risk relating to ~~(1)~~ our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on our 2014 Term Loan and 2015 Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, and Chile, and to a lesser extent, our markets in Central America. In each of these ~~markets,~~countries, we pay most of our selling,

general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Canada, and Chile, we receive significantly all of our revenue and pay significantly all of our

operating expenses in local currency. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive income (loss). For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, approximately ~~11.4%~~13.4% of our revenues and approximately ~~15.0%~~15.7% of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at ~~September~~June 30, ~~2016.~~2017. As of ~~September~~June 30, ~~2016,~~2017, the analysis indicated that such an adverse movement would have caused our revenues and operating income to ~~fluctuate~~decline by approximately ~~1.0%~~1.1% and ~~2.8%~~2.9%, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

As of ~~September~~June 30, ~~2016,~~2017, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt ~~had not been designated as being a long-term investment~~is anticipated or planned in ~~nature,~~the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at ~~September~~June 30, ~~2016~~2017 would have resulted in approximately ~~$43.4~~$43.5 million of unrealized gains or losses that would have been included in ~~other~~Other income (expense), net in our Consolidated Statement of Operations for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities and Exchange Act Rule 13a-15(e) as of ~~September~~June 30, ~~2016.~~2017. Based on such evaluation, such officers have concluded that, as of ~~September~~June 30, ~~2016,~~2017, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Complying with the REIT requirements may cause us to liquidate assets or hinder our ability to pursue otherwise attractive asset acquisition opportunities.~~

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our shareholders. For example, to qualify as a REIT, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including towers and certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% (for taxable years beginning on or before December 31, 2017) or 20% (for taxable years beginning after December 31, 2017) of the value of our total assets can be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate assets.

In addition to the asset tests set forth above, to qualify and be subject to tax as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders. Our determination as to the timing or amount of future dividends will be based on a number of factors, including investment opportunities around our core business and the availability of our existing NOLs. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income (after the application of available NOLs, if any), we will be subject to U.S. federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders for a calendar year is less than a minimum amount specified under the Code. These distribution requirements could hinder our ability to pursue otherwise attractive asset acquisition opportunities. Furthermore, our ability to compete for acquisition opportunities in domestic and international markets may be adversely affected if we need, or require, the target company to comply with certain REIT requirements. These actions could have the effect of reducing our income, amounts available for distribution to our shareholders and amounts available for making payments on our indebtedness.

Qualifying as a REIT involves highly technical and complex provisions of the Code. If we fail to qualify as a REIT or fail to remain qualified as a REIT, to the extent we have REIT taxable income and have utilized our NOLs, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our shareholders.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis.

Our Board of Directors has authorized us to take all necessary steps for SBAC to be subject to tax as a REIT for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2016. We received an opinion of our special REIT tax counsel with respect to our qualification as a REIT. Investors should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinion represents only the view of such counsel based on its review and analysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of our assets and the sources of our income. The opinion is expressed as of the date issued. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.

If we fail to qualify as a REIT in any taxable year, to the extent we have REIT taxable income and have utilized our NOLs, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our shareholders would not be deductible by us in computing our taxable income. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of our common stock. Unless we were entitled to relief under certain provisions of the Code, we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which

we failed to qualify as a REIT. If we fail to qualify for taxation as a REIT, we may need to borrow additional funds or liquidate assets to pay any additional tax liability. Accordingly, funds available for investment and making payments on our indebtedness would be reduced.

~~We may be required to borrow funds, sell assets, or raise equity to satisfy our REIT distribution requirements.~~

From time to time, we may generate REIT taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. If we do not have other funds available in these situations, we may need to borrow funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings, to enable us to satisfy the REIT distribution requirement and to avoid U.S. federal corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs and our leverage, decrease our Adjusted Funds From Operations per share or require us to distribute amounts that would otherwise be invested in future acquisitions or stock repurchases.

Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, or expansion initiatives, which would increase our total leverage. Furthermore, compliance with the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth and expansion initiatives. This would increase our total leverage.

~~Covenants specified in our current and future debt instruments may limit our ability to make required REIT distributions.~~

The Senior Credit Agreement, the mortgage loan agreement related to our securitization transactions and the indentures governing our 2014 Senior Notes and 2016 Senior Notes contain certain covenants that could limit our ability to make distributions to our shareholders. Under the Senior Credit Agreement, our subsidiaries may make distributions to us to satisfy our REIT distribution requirements and additional amounts to distribute up to 100% of our REIT taxable income, so long as SBA Senior Finance II’s ratio of Consolidated Total Debt to Annualized Borrower EBITDA does not exceed 6.5 times for any fiscal quarter. In addition, under the mortgage loan agreement related to our securitization transactions, or Securitization, a failure to comply with the Debt Service Coverage Ratio in that agreement could prevent our borrower subsidiaries from distributing any excess cash from the operation of their towers to us. Finally, while the indentures governing the 2014 Senior Notes and the 2016 Senior Notes permit us to make distributions to our shareholders to the extent such distributions are necessary to maintain our status as a REIT or to avoid entity level taxation, this authority is subject to the conditions that no default or event of default exists or would result therefrom and that the obligations under the 2014 Senior Notes or the 2016 Senior Notes, as applicable, have not otherwise been accelerated.

If these limits prevent us from satisfying our REIT distribution requirements, we could fail to qualify for taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but do nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax, and potentially the nondeductible 4% excise tax, on the retained amounts.

~~Our payment of cash distributions in the future is not guaranteed and the amount of any future cash distributions may fluctuate, which could adversely affect the value of our Class A common stock.~~

REITs are required to distribute annually at least 90% of their REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gain). We estimate that we had approximately $1.2 billion in NOLs as of December 31, 2015. We may, at our discretion, use these NOLs to offset our REIT taxable income, and thus the required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized. We currently expect that we will utilize available NOLs to reduce all or a portion of our REIT taxable income and therefore we may not initially make any distributions, which may adversely affect the market value of our Class A common stock.

The amount of future distributions will be determined, from time to time, by the Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases, when we believe our stock price is below its intrinsic value. The actual timing and amount of distributions will be as determined and declared by the Board of Directors and will depend on, among other factors, our NOLs, our financial condition, earnings, debt covenants and other possible uses of such funds. Consequently, our future distribution levels may fluctuate.

~~Certain of our business activities may be subject to corporate level income tax and foreign taxes, which would reduce our cash flows, and would have potential deferred and contingent tax liabilities.~~

We may be subject to certain federal, state, local and foreign taxes on our income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. In addition, we could, in certain circumstances, be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT. In addition, we may incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm’s length basis. Any of these taxes would decrease our earnings and our available cash.

Our TRS assets and operations also will continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our available cash. We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 35%) on the gain recognized from a sale of assets occurring during our first five years as a REIT, up to the amount of the built-in gain that existed on January 1, 2016, which is based on the fair market value of those assets in excess of our tax basis in those assets as of January 1, 2016. Gain from a sale of an asset occurring after the specified period ends will not be subject to this corporate level tax. We currently do not expect to sell any asset if the sale would result in the imposition of a material tax liability. We cannot, however, assure you that we will not change our plans in this regard.

The net income of our TRSs is not required to be distributed to us, and such undistributed TRS income is generally not subject to our REIT distribution requirements. However, if the accumulation of cash or reinvestment of significant earnings in our TRSs causes the fair market value of our securities in those entities, taken together with other non-qualifying assets, to represent more than 25% of the fair market value of our assets, or causes the fair market value of our TRS securities alone to represent more than 25% (for taxable years beginning on or before December 31, 2017) or 20% (for taxable years beginning after December 31, 2017) of the value of our total assets, in each case, as determined for REIT asset testing purposes, we would, absent timely responsive action, fail to qualify as a REIT.

~~Legislative or other actions affecting REITs could have a negative effect on us.~~

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Treasury. Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, U.S. Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the U.S. federal income tax consequences to our investors and us of such qualification.

We do not have any experience operating as a REIT, which may adversely affect our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy debt service obligations.

While we believe that we are currently operating in a manner that complies with the REIT rules, we have not actually operated as a REIT previously. Our pre-REIT operating experience may not be sufficient to enable us to operate successfully as a REIT. In addition, we will be required to implement substantial control systems and procedures in order to maintain our status as a REIT. As a result, we may incur additional legal, accounting and other expenses that we have not previously incurred, which could be significant, and our management and other personnel may need to devote additional time to comply with these rules and regulations and controls required for continued compliance with the Code. These costs and time commitments could be substantially more than we currently expect. Therefore, our historical combined consolidated financial statements may not be indicative of our future costs and performance as a REIT. If our performance is adversely affected, it could affect our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations.

~~The current market price of our Class A common stock may not be indicative of the market price of our Class A common stock following the REIT conversion.~~

The current market price of our Class A common stock may not be indicative of how the market will value our Class A common stock following the REIT conversion because of the change in our organization from a taxable C corporation to a REIT. Although we do not currently anticipate commencing distributions until a future date, the stock price of REIT securities have historically been affected by changes in market interest rates as investors evaluate the annual yield from distributions on the entity’s common stock as compared to yields on other financial instruments. In addition, the market price of our Class A common stock in the future may be affected by general market conditions (as the price of the our Class A common stock currently is) and will be potentially affected by the economic and market perception of REIT securities.

As a REIT, we will no longer be eligible to be included in the NASDAQ 100 Index; therefore, those index funds that invest in the equity of NASDAQ 100 companies will be required to sell our shares and not purchase them in the future, which could have an adverse effect on the volatility and market price of our Class A common stock.

As of the date of this filing, SBAC is included in the NASDAQ 100 Index. On October 3, 2016, our Board of Directors authorized us to take all necessary steps to qualify as a REIT for U.S. federal income tax purposes. We intend to elect to be taxed as a REIT commencing with our taxable year ending on December 31, 2016. One of the eligibility criteria for the NASDAQ 100 Index is that the company is not a financial company. As a REIT, we would be considered a financial company, even though our business model will not change in connection with the REIT conversion, and therefore we will no longer be eligible to be included in the NASDAQ 100 Index. As a result, those index funds that invest in NASDAQ 100 companies will be required to sell shares of our Class A common stock and not purchase them in the future. In addition, other non-index funds that use inclusion on the NASDAQ 100 Index as a component of their investment criteria may be required to sell and no longer be able to invest in our Class A common stock. We do not know how many shares of our Class A common stock are held by these index and non-index funds. The sales of significant amounts of shares of our Class A common stock or the perception in the market that this will occur could have an adverse effect on the volatility and market price of our Class A common stock.

~~Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.~~

The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable to U.S. shareholders that are individuals, trusts and estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividends. Although these rules do not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

We depend on a relatively small number of customers for most of our revenue, and the loss, consolidation or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition.

We derive a significant portion of our revenue from a small number of customers. Consequently, a reduction in demand for site leasing, reduced future capital expenditures on the networks, or the complete loss, as a result of bankruptcy or otherwise, of any of our largest customers could materially decrease our revenue and have an adverse effect on our growth.

On June 20, 2016, Oi, S.A. (“Oi”), our largest customer in Brazil, filed a petition for judicial reorganization in Brazil. For the year ended December 31, 2015, Oi comprised approximately 8% of our total site leasing revenue and for the nine months ended September 30, 2016, Oi comprised approximately 7% of our total site leasing revenue. Due to the uncertainty surrounding the recoverability of amounts owed by Oi prior to the date of Oi’s petition, we recorded a $16.5 million bad debt provision during the second quarter of 2016 relating to amounts owed or potentially owed by Oi as of the filing date. While we continue to do business with Oi under our contracts with it in the ordinary course and Oi has stated its intentions to continue normal operations during its judicial reorganization, we cannot assure you that Oi will continue to be willing or able to continue to make payments to us in accordance with the terms of our contracts. Judicial reorganization in Brazil requires the agreement of certain creditors, for which there can be no assurance. If Oi is unable to successfully reorganize, it may be forced to liquidate. If Oi is unable or unwilling to reorganize in a manner that continues to provide us anticipated payments in accordance with our contracts, it could materially decrease our revenues and adversely affect our financial condition.

The following is a list of significant customers (representing at least 10% of revenue in any of the last three years) and the percentage of our total revenues for the specified time periods derived from these customers:

~~We also have client concentrations with respect to revenues in each of our financial reporting segments:~~

We derive revenue through numerous site leasing contracts and site development contracts. Each site leasing contract relates to the lease of space at an individual tower and is generally for an initial term of five to ten years in the U.S. and Canada, and renewable for five 5-year periods at the option of the tenant. Site leasing contracts in our Central American and South American markets typically have an initial term of ten years with multiple five year renewal periods. However, if any of our significant site leasing customers were to experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely affected.

Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty. In addition, a customer’s need for site development services can decrease, and we may not be successful in establishing relationships with new customers. Furthermore, our existing customers may not continue to engage us for additional projects.

The following table presents information related to our repurchases of Class A common stock during the ~~third~~second quarter of ~~2016~~2017:

Total

Total Number of Shares

Approximate Dollar Value

Number

Average

Purchased as Part of

of Shares that May Yet Be

of Shares

Price Paid

Publicly Announced

Purchased Under the
Period

Purchased

Per Share

Plans or Programs (1)
Plans or Programs

7/1/2016 - 7/31/2016

—

$
—

—

$
550,002,951
8/1/2016 - 8/31/2016

—

$
—

—

$
550,002,951
9/1/2016 - 9/30/2016

481,573

$
108.63

481,573

$
497,690,881
Total

481,573

$
108.63

481,573

$
497,690,881



	Total			Total Number of Shares	Approximate Dollar Value
	Number	Average		Purchased as Part of	of Shares that May Yet Be
	of Shares	Price Paid		Publicly Announced	Purchased Under the
Period	Purchased	Per Share		Plans or Programs (1)	Plans or Programs

4/1/2017 - 4/30/2017	—	$	—	—	$	1,000,000,000
5/1/2017 - 5/31/2017	333,693	$	134.85	333,693	$	955,001,050
6/1/2017 - 6/30/2017	819,454	$	134.23	819,454	$	845,002,513
Total	1,153,147	$	134.41	1,153,147	$	845,002,513

Pursuant to the requirements 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.



	For the nine months				For the six months
	ended September 30,				ended June 30,
	2016		2015		2017		2016

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	268,997	$	252,425	$	158,569	$	168,583
Income taxes	$	8,133	$	7,569	$	8,561	$	5,861

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Assets acquired through capital leases	$	1,386	$	2,627	$	—	$	1,073
Common stock issued in connection with acquisitions					$	63,313	$	—



	For the nine months ended September 30,
	2016		2015

	(in thousands)
Beginning balance	$	7,230	$	15,086
Additions		2,594		3,228
Payments		(3,914)		(3,608)
Change in estimate		(2,098)		(5,299)
Foreign currency translation adjustments		20		(588)
Ending balance	$	3,832	$	8,819



	As of		As of			As of		As of
	September 30, 2016		December 31, 2015		Included on Balance Sheet	June 30, 2017		December 31, 2016		Included on Balance Sheet

		(in thousands)					(in thousands)
Cash and cash equivalents						$	164,521	$	146,109
Securitization escrow accounts	$	24,049	$	25,135	Restricted cash - current asset		29,916		36,607	Restricted cash - current asset
Escrow account for payment of 5.625% Senior Notes		528,128		—	Restricted cash - current asset
Payment and performance bonds		296		218	Restricted cash - current asset		177		179	Restricted cash - current asset
Surety bonds and workers compensation		3,233		3,227	Other assets - noncurrent		2,579		3,075	Other assets - noncurrent
Total restricted cash	$	555,706	$	28,580
Total cash, cash equivalents, and restricted cash						$	197,193	$	185,970



	As of		As of		As of		As of
	September 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016

		(in thousands)				(in thousands)
Long-term investments	$	7,953	$	8,140	$	8,632	$	7,884
Prepaid land rent		185,204		158,176		205,149		191,615
Straight-line rent receivable		296,736		267,682		308,492		302,893
Deferred lease costs, net		30,542		30,577		28,619		29,660
Deferred financing fees, net		3,204		3,919
Other		42,955		32,760		78,054		55,322
Total other assets	$	566,594	$	501,254	$	628,946	$	587,374



	For the three months				For the nine months				For the three months				For the six months
	ended September 30,				ended September 30,				ended June 30,				ended June 30,
	2016		2015		2016		2015		2017		2016		2017		2016

	(in thousands)								(in thousands)
Towers and related intangible assets	$	31,022	$	76,475	$	144,534	$	358,675
Towers and related intangible assets (1) (2)									$	26,991	$	38,668	$	58,138	$	113,512
Land buyouts and other assets ~~(1)~~(3)		11,676		9,154		46,868		50,036		12,539		18,204		24,043		35,192
Total cash acquisition capital expenditures	$	42,698	$	85,629	$	191,402	$	408,711	$	39,530	$	56,872	$	82,181	$	148,704



	For the nine months ended
	September 30, 2016		September 30, 2015

	(in thousands)
Cash provided by operating activities	$	514,181	$	534,737
Cash used in investing activities		(300,213)		(566,731)
Cash (used in) provided by financing activities		(180,531)		78,513
Increase in cash and cash equivalents		33,437		46,519
Effect of exchange rate changes on cash and cash equivalents		13,749		(12,691)
Cash and cash equivalents, beginning of the period		118,039		39,443
Cash and cash equivalents, end of the period	$	165,225	$	73,271



	For the six months ended
	June 30, 2017		June 30, 2016

	(in thousands)
Cash provided by operating activities	$	404,199	$	354,735
Cash used in investing activities		(168,641)		(229,427)
Cash used in financing activities		(224,110)		(124,300)
Increase in cash, cash equiv., and restricted cash		11,448		1,008
Effect of exchange rate changes on cash, cash equiv., and restricted cash		(225)		15,009
Cash, cash equivalents, and restricted cash, beginning of period		185,970		146,619
Cash, cash equivalents, and restricted cash, end of period	$	197,193	$	162,636



~~5.625% Senior Notes~~ ~~(1)~~	$	~~528,126~~
2014 Senior Notes	$	36,563
2016 Senior Notes		53,625
~~2012-1C Tower Securities~~		~~18,085~~
2013-1C Tower Securities		~~9,655~~432,695
2013-2C Tower Securities		~~21,584~~21,585
2013-1D Tower Securities		~~11,978~~339,547
2014-1C Tower Securities		26,954
2014-2C Tower Securities		24,185
2015-1C Tower Securities		15,939
2016-1C Tower Securities		20,361
2017-1C Tower Securities		24,318
Revolving Credit Facility		~~5,800~~6,961
2014 Term Loan		~~62,800~~65,438
2015 Term Loan		~~21,097~~21,987
Total debt service for the next ~~twelve~~12 months	$	~~856,752~~1,090,158



	For the nine months ended		For the year ended December 31,
Percentage of Total Revenues	September 30, 2016		2015	2014	2013

AT&T Wireless (1)		25.8%	24.2%	23.0%	20.5%
T-Mobile (2)		17.0%	16.0%	15.5%	17.3%
Sprint (3)		16.3%	19.6%	23.4%	25.0%
Verizon Wireless		15.1%	13.8%	12.0%	11.3%



	For the nine months ended		For the year ended December 31,
Percentage of Domestic Site Leasing Revenue	September 30, 2016		2015	2014	2013

AT&T Wireless (1)		32.6%	31.9%	30.1%	25.5%
Sprint (3)		19.9%	22.3%	25.6%	30.9%
T-Mobile (2)		19.7%	19.0%	19.2%	20.2%
Verizon Wireless		18.1%	16.3%	14.4%	13.3%

	For the nine months ended		For the year ended December 31,
Percentage of International Site Leasing Revenue	September 30, 2016		2015	2014	2013

Oi S.A.		44.1%	48.8%	44.3%	6.3%
Telefonica		26.4%	24.7%	28.8%	44.2%
Digicel		4.5%	4.6%	4.9%	11.2%



	For the nine months ended		For the year ended December 31,
Percentage of Site Development Revenue	September 30, 2016		2015	2014	2013

T-Mobile (2)		27.7%	17.6%	8.5%	8.4%
Verizon Wireless		16.7%	14.8%	10.1%	4.8%
Sprint (3)		12.2%	28.5%	36.7%	1.5%
Ericsson, Inc.		5.2%	15.3%	16.8%	34.5%



Exhibit No.	Description of Exhibits
*5.1	Opinion of Greenberg Traurig, P.A. regarding legality of Class A common stock.
10.89A	SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.†
31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**101.INS	XBRL Instance Document.

**101.SCH	XBRL Taxonomy Extension Schema Document.

**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.

**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.


	SBA COMMUNICATIONS CORPORATION

~~November 9, 2016~~August 4, 2017	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)

~~November 9, 2016~~August 4, 2017	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)