SBA COMMUNICATIONS CORP (Form: 10-Q, Received: 08/04/2017 12:05:13)

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)



	June 30,		December 31,
	2017		2016
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	164,521	$	146,109
Restricted cash		30,093		36,786
Accounts receivable, net		75,739		78,344
Costs and estimated earnings in excess of billings on uncompleted contracts		12,304		11,127
Prepaid expenses and other current assets		53,807		52,205
Total current assets		336,464		324,571
Property and equipment, net		2,774,398		2,792,076
Intangible assets, net		3,569,045		3,656,924
Other assets		628,946		587,374
Total assets	$	7,308,853	$	7,360,945
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	29,155	$	28,320
Accrued expenses		96,193		61,129
Current maturities of long-term debt		772,517		627,157
Deferred revenue		98,793		101,098
Accrued interest		42,042		44,503
Other current liabilities		7,719		11,240
Total current liabilities		1,046,419		873,447
Long-term liabilities:
Long-term debt, net		7,906,188		8,148,426
Other long-term liabilities		341,927		334,993
Total long-term liabilities		8,248,115		8,483,419
Shareholders' deficit:
Preferred stock - par value $.01 , 30,000 shares authorized, no shares issued or outst.		—		—
Common stock - Class A, par value $.01 , 400,000 shares authorized, 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		2,127,093		2,010,520
Accumulated deficit		(3,735,062)		(3,637,467)
Accumulated other comprehensive loss, net		(378,922)		(370,184)
Total shareholders' deficit		(1,985,681)		(1,995,921)
Total liabilities and shareholders' deficit	$	7,308,853	$	7,360,945

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

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)


	For the three months				For the six months
	ended June 30,				ended June 30,
	2017		2016		2017		2016
Revenues:
Site leasing	$	403,001	$	381,843	$	800,551	$	756,293
Site development		24,293		23,689		50,106		49,008
Total revenues		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		89,337		86,493		178,719		169,255
Cost of site development		20,007		20,074		41,595		39,907
Selling, general, and administrative (1)(2)		33,394		47,664		67,618		78,071
Acquisition related adjustments and expenses		2,306		2,821		5,274		6,003
Asset impairment and decommission costs		8,140		14,691		16,491		20,874
Depreciation, accretion, and amortization		159,520		159,723		318,551		319,524
Total operating expenses		312,704		331,466		628,248		633,634
Operating income		114,590		74,066		222,409		171,667
Other income (expense):
Interest income		2,909		2,737		6,143		4,603
Interest expense		(78,456)		(83,682)		(156,058)		(167,486)
Non-cash interest expense		(717)		(460)		(1,421)		(915)
Amortization of deferred financing fees		(4,949)		(5,325)		(11,647)		(10,590)
Loss from extinguishment of debt, net		(1,961)		—		(1,961)		—
Other (expense) income, net		(18,793)		47,376		(3,844)		93,275
Total other expense		(101,967)		(39,354)		(168,788)		(81,113)
Income before provision for income taxes		12,623		34,712		53,621		90,554
Provision for income taxes		(3,390)		(2,001)		(6,789)		(4,206)
Net income	$	9,233	$	32,711	$	46,832	$	86,348
Net income per common share
Basic	$	0.08	$	0.26	$	0.39	$	0.69
Diluted	$	0.08	$	0.26	$	0.38	$	0.69
Weighted average number of common shares
Basic		121,455		125,125		121,253		125,261
Diluted		122,437		125,783		122,087		125,921

(1)

Includes non-cash compensation of $10,030 and $8,785 for the three months ended June 30, 2017 and 2016 , respectively , and $18,856 and $16,471 for the six months ended June 30, 2017 and 2016 , respectively .

(2)

Includes the impact of the $16,498 Oi reserve for the three and six months ended June 30, 2016 .

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

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIV E (LOSS) INCOME

(unaudited) (in thousands)



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

	2017		2016		2017		2016
Net income	$	9,233	$	32,711	$	46,832	$	86,348
Foreign currency translation adjustments		(36,023)		76,491		(8,738)		137,184
Comprehensive (loss) income	$	(26,790)	$	109,202	$	38,094	$	223,532

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

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS ’ DEFICIT

(unaudited) (in thousands)



								Accumulated
	Class A			Additional				Other
	Common Stock			Paid-In		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Loss		Total

BALANCE, December 31, 2016	121,004	$	1,210	$	2,010,520	$	(3,637,467)	$	(370,184)	$	(1,995,921)
Net income	—		—		—		46,832		—		46,832
Common stock issued in connection with
stock purchase/option plans	573		6		33,462		—		—		33,468
Non-cash compensation	—		—		19,803		—		—		19,803
Common stock issued in connection with
acquisitions	488		5		63,308		—		—		63,313
Repurchase and retirement of common stock	(1,084)		(11)		—		(144,427)		—		(144,438)
Foreign currency translation adjustments	—		—		—		—		(8,738)		(8,738)
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.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)



	For the six months
	ended June 30,
	2017		2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	46,832	$	86,348
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization		318,551		319,524
Non-cash asset impairment and decommission costs		13,719		17,752
Non-cash compensation expense		19,471		16,677
Amortization of deferred financing fees		11,647		10,590
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		(1,079)		8,769
Prepaid expenses and other assets		(11,075)		(25,842)
Accounts payable and accrued expenses		581		(5,310)
Accrued interest		(2,461)		(924)
Other liabilities		(254)		2,427
Net cash provided by operating activities		404,199		354,735
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(82,181)		(148,704)
Capital expenditures		(69,435)		(70,661)
Other investing activities		(17,025)		(10,062)
Net cash used in investing activities		(168,641)		(229,427)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		100,000		140,000
Repayments under Revolving Credit Facility		(340,000)		(110,000)
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		(144,438)		(150,029)
Other financing activities		20,175		(4,271)
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		185,970		146,619
End of period	$	197,193	$	162,636

(1)

Includes the impact of the $16,498 O i reserve for the six months ended June 30, 2016.

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

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	For the six months
	ended June 30,
	2017		2016

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

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

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

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

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, 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.

Foreign Currency Translation

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.

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.

Intercompany Loans

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in O ther income (expense), ne t in the Consolidated Statement of Operations as settlement is anticipated or planned in the foreseeable future . The Company recorded a $20.4 million loss and a $47.4 million gain on the remeasurement of intercompany loans for the three months ended June 30, 2017 and 2016 , respectively, and a $6.8 million loss and a $92.1 million gain on the remeasurement of intercompany loans for the six months ended June 30, 2017 and 2016 , respectively. As of June 30, 2017 , the outstanding balance under this agreement was $433.3 million.

Accounting Pronouncements Recently Adopted

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 should be accounted for as an asset acquisition, likely resulting in more acquisitions being accounted for as asset acquisitions as opposed to business combinations. The Company adopted this standard prospectively effective January 1, 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 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 be expensed as 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 Company’s unaudited consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

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 core principle of the standard is that an entity should recognize revenue to

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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. This standard is required to be applied retrospectively to each prior reporting period presented or 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 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 requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance. This standard is effective for annual and interim periods beginning after December 15, 2018 and requires a modified retrospective transition approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. Early adoption is permitted ; however, the Company does not currently plan to early adopt . The Company has established a cross functional project plan and is currently as sess ing the impact of the standard on its consolidated financial statements. The Company expects this g uidance 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 .

2. FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis — The Company’s earnout liabilities related to business combinat ions 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 s are recorded in Acquisition related adjustments and expenses in the accompanying Consolidated Statement of Operations. The Company determines the fair value of earnouts (contingent consideration) and any subsequent changes in fair value using a discounted probability-weighted approach using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation contained in various acquisitions prior to January 1, 2017 (adoption of ASU 2017-01) was $3.3 million and $4.1 million as of June 30, 2017 and December 31, 2016 , respectively. The maximum potential obligation related to the performance targets for business combinations and asset acquisitions prior to January 1, 2017 was $4.7 million and $5.8 million as of June 30, 2017 and December 31, 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 (in thousands) :



	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

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(1)

Represents impairment charges resulting from the Company’s analysis that the future cash flows from certain towers would not recover the carrying value of the investment in those towers .

Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. Short-term investments consisted of $0.2 million in Treasury securities as of June 30, 2017 and December 31, 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 June 30, 2017 and December 31, 2016 , the carrying value and fair value of the held-to-maturity investments, including current portion, were $0.7 million. These amounts are recorded in O ther 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 month ly 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.

3. RESTRICTED CASH

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



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

		(in thousands)
Cash and cash equivalents	$	164,521	$	146,109
Securitization escrow accounts		29,916		36,607	Restricted cash - current asset
Payment and performance bonds		177		179	Restricted cash - current asset
Surety bonds and workers compensation		2,579		3,075	Other assets - noncurrent
Total cash, cash equivalents, and restricted cash	$	197,193	$	185,970

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.

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 relate d to the Company’s tower removal obligations. As of June 30, 2017 and December 31, 2016 , the Company had $38.9 million and $39.2 million in surety , payment and performance bonds, respectively, for whi ch it was only required to post $0.5 million in collateral as of December 31, 2016 . As of June 30, 2017 , no c ollateral 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 June 30, 2017 and December 31, 2016 , the Company had also pledged $2.5 million as collateral related to its workers compensation policy.

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4. OTHER ASSETS

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



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

		(in thousands)
Long-term investments	$	8,632	$	7,884
Prepaid land rent		205,149		191,615
Straight-line rent receivable		308,492		302,893
Deferred lease costs, net		28,619		29,660
Other		78,054		55,322
Total other assets	$	628,946	$	587,374

5. ACQUISITIONS

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



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

	(in thousands)
Towers and related intangible assets (1) (2)	$	26,991	$	38,668	$	58,138	$	113,512
Land buyouts and other assets (3)		12,539		18,204		24,043		35,192
Total cash acquisition capital expenditures	$	39,530	$	56,872	$	82,181	$	148,704

(1)

2017 e xcludes $63.3 million of acquisition costs paid through the issuance of 487,963 shares of Class A common stock.

(2)

Excludes $39.6 million of acquisitions completed during the second quarter of 2017 which were not funded as of June 30, 2017.

(3)

In addition, the Company paid $5.0 million and $2.9 million for ground lease extensions during the three months ended June 30, 2017 and 2016 , respectively, and paid $8.1 million and $6.6 million for ground lease extensions during the six months ended June 30, 2017 and 2016 , respectively. The Company recorded these amounts in prepaid rent on its Consolidated Balance Sheets.

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 c ombinations, the estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. 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.

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During the six months ended June 30, 2017 , the Company acquired 318 completed towers and related assets and liabilities consisting of $36.0 million of property and equipment, $116.1 million of intangible assets, and $9.0 million of working capital adjustments.

6. INTANGIBLE ASSETS, NET

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



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

	(in thousands)
Current contract intangibles	$	4,214,705	$	(1,533,599)	$	2,681,106	$	4,141,968	$	(1,401,025)	$	2,740,943
Network location intangibles		1,537,629		(649,690)		887,939		1,515,348		(599,367)		915,981
Intangible assets, net	$	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 $95.1 million and $92.7 million for the three months ended June 30, 2017 and 2016 , respectively , and $190.0 million and $182.8 million for the six months ended June 30, 2017 and 2016 , respectively .

7. PROPERTY AND EQUIPMENT, NET

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



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

	(in thousands)
Towers and related components	$	4,635,431	$	4,563,756
Construction-in-process		41,294		38,926
Furniture, equipment, and vehicles		51,380		50,671
Land, buildings, and improvements		603,353		578,680
Total property and equipment		5,331,458		5,232,033
Less: accumulated depreciation		(2,557,060)		(2,439,957)
Property and equipment, net	$	2,774,398	$	2,792,076

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 $64.2 million and $66.9 million for the three months ended June 30, 2017 and 2016 , respectively , and $128.3 million and $136.4 million for the six months ended June 30, 2017 and 2016 , respectivel y. At June 30, 2017 and December 31, 2016 , non-cash capital expenditures that are included in accounts payable and accrued expenses were $6.1 million and $7.0 million, respectively.

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8. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:



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

	(in thousands)
Costs incurred on uncompleted contracts	$	31,230	$	34,577
Estimated earnings		10,922		11,185
Billings to date		(30,207)		(36,027)
	$	11,945	$	9,735

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



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

	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	12,304	$	11,127
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)		(359)		(1,392)
	$	11,945	$	9,735

Eight significant customers comprised 87.8% and 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 June 30, 2017 and December 31, 2016 , respectively.

9. ACCRUED EXPENSES

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



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

	(in thousands)
Accrued earnouts	$	3,265	$	4,128
Salaries and benefits		11,367		11,910
Real estate and property taxes		8,285		7,644
Acquisitions (1)		39,631		—
Non-cash capital expenditures		6,059		6,970
Other		27,586		30,477
Total accrued expenses	$	96,193	$	61,129

(1)

A cquisitions completed during the second quarter of 2017 which were not funded as of June 30, 2017.

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10. DEBT

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



		As of						As of
		June 30, 2017						December 31, 2016
	Maturity Date	Principal Balance		Fair Value		Carrying Value		Principal Balance		Fair Value		Carrying Value
2014 Senior Notes	July 15, 2022	$	750,000	$	771,563	$	738,023	$	750,000	$	763,125	$	736,992
2016 Senior Notes	Sep. 1, 2024		1,100,000		1,117,875		1,080,093		1,100,000		1,083,500		1,078,954
2012-1C Tower Securities	Dec. 11, 2017		—		—		—		610,000		610,165		607,157
2013-1C Tower Securities	April 10, 2018		425,000		423,763		423,618		425,000		423,381		422,768
2013-2C Tower Securities	April 11, 2023		575,000		587,386		568,072		575,000		563,322		567,545
2013-1D Tower Securities	April 10, 2018		330,000		330,234		328,898		330,000		334,521		328,225
2014-1C Tower Securities	Oct. 8, 2019		920,000		922,456		913,563		920,000		922,199		912,219
2014-2C Tower Securities	Oct. 8, 2024		620,000		623,813		613,047		620,000		608,921		612,641
2015-1C Tower Securities	Oct. 8, 2020		500,000		502,830		492,372		500,000		495,145		491,289
2016-1C Tower Securities	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		390,000		390,000		390,000
2014 Term Loan	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		490,000		489,388		482,608		492,500		494,347		484,432
Total debt		$	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							(772,517)						(627,157)
Total long-term debt, net of current maturities						$	7,906,188					$	8,148,426

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



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

	(in thousands)
5.625% Senior Notes	$	—	$	—	$	7,031	$	—	$	—	$	—	$	14,063		—
5.75% Senior Notes		—		—		11,500		—		—		—		23,000		—
2014 Senior Notes		9,141		180		9,141		171		18,281		357		18,281		340
2016 Senior Notes		13,406		237		—		—		26,813		471		—		—
2010-2C Tower Securities		—		—		7,058		—		—		—		14,115		—
2012-1C Tower Securities		806		—		4,533		—		5,331		—		9,067		—
2013 Tower Securities		10,804		—		10,804		—		21,609		—		21,609		—
2014 Tower Securities		12,785		—		12,785		—		25,569		—		25,569		—
2015-1C Tower Securities		3,985		—		3,985		—		7,969		—		7,969		—
2016-1C Tower Securities		5,090		—		—		—		10,181		—		—		—
2017-1C Tower Securities		5,001		—		—		—		5,001		—		—		—
Revolving Credit Facility		1,406		—		744		—		4,176		—		1,578		—
2014 Term Loan		12,043		131		12,107		126		23,327		259		24,245		251
2015 Term Loan		4,056		169		4,077		163		7,855		334		8,164		324
Other		(67)		—		(83)		—		(54)		—		(174)		—
Total	$	78,456	$	717	$	83,682	$	460	$	156,058	$	1,421	$	167,486	$	915

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility is governed by the Senior Credit Agreement. T he 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 th e six months ended June 30, 2017 , the Company borrowed $100.0 million and repaid $340.0 million of the outstanding balance under the Revolving Credit Facility. As of June 30, 2017 , SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to June 30, 2017 , the Company borrowed an additional $65.0 million under the Revolving Credit Facility. As of the date of this filing, $215.0 million was outstanding under the Revolving Credit Facility.

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Term Loans under the Senior Credit Agreement

Repricing Amendment to the Senior Credit Agreement

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

2014 Term Loan

The 2014 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that mature s on March 24, 2021 . Prior to the reduction in the term loan interest rates as discussed above, t he 2014 Term Loan accrue d 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 June 30, 2017 , the 2014 Term Loan was accruing interest at 3.48% per annum. Principal payments on the 2014 Term Loan commenced on September 30, 2014 and are be ing 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 $14.1 million in relation to this transaction , which are being amort ized through the maturity date.

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

2015 Term Loan

The 2015 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $500.0 million that matures on June 10, 2022 . Prior to the reduction in the term loan interest rates as discussed above, th e 2015 Term Loan accrue d 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 June 30, 2017 , the 2015 Term Loan was accruing interest at 3.48% per annum. Principal payments on the 2015 Term Loan commence d 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 $5.5 million in relation to this transaction , which are being amort ized through the maturity date.

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

Secured Tower Revenue Securities

2012 -1C Tower Securities

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

On April 17, 2017, the Company repaid in full the 2012-1C Tower Securities with proceeds from the 2017-1C Tower Securities. In connection with the 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”).

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2013 Tower Securities

On April 18, 2013, the Company, through the Trust, issued $425.0 million of 2.240% Secured Tower Revenue Securities Series 2013-1C , which 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.

2014 Tower Securities

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

201 5-1C Tower Securities

On October 1 4 , 201 5 , the Company, through the Trust, issued $500.0 million of Secured Tower Revenue Securities Series 201 5 -1C , which have an anticipated repayment date of October 8, 2020 and a final maturity date of October 10, 2045 (the “201 5-1C 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 201 5-1C Tower Securities.

201 6-1C Tower Securities

On July 7, 2016, the Company, through the Trust , issued $700.0 million of Secured Tower R evenue Securities Series 2016-1 C , 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 $9.5 million in relation to this transaction , which are being amortized through the anticipated repayment date of the 2016-1C Tower Securities.

2017-1C Tower Securities

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

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Debt Covenants

As of June 30, 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.

Senior Notes

2014 Senior Notes

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

2016 S enior Notes

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

11. SHAREHOLDERS’ EQUITY

Common Stock equivalents

The Company has potential common stock equivalents (see Note 12) related to its outstanding stock options and restricted stock units . These potential common stock equivalents were considered in the C ompany’s diluted earnings per share calculation (see Note 15).

Stock Repurchases

On June 4, 2015, the Company’s Board of Directors authorized a stock repurchase plan. This plan authorized the Company to purchase, from time to time, up to $1.0 billion of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.

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 discretion based on market and business conditions, applicable legal requirements and other factors. Shares re purchased 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 an y time in its sole discretion. During the three and six months ended June 30, 2017 , the Company repurchased 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 $95.0 million, at an average price per share of $135.92 . Shares re purchased were retired. As of the date of this filing, the Company had $750.0 million of authorization remaining under the current stock repurchase p lan .

Registration of Additional Shares

The Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering 4.0 million shares of its Class A common stock in 2007. These shares may be issued in connection with acquisitions of wireless

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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.

12. STOCK-BASED COMPENSATION

Stock Options

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



	For the six months ended
	June 30,
	2017	2016

Risk free interest rate	1.70% - 1.97%	1.18% - 1.43%
Dividend yield	0.0%	0.0%
Expected volatility	20%	20%
Expected lives	4.6 years	4.7 years

The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 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, 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 six months ended June 30, 2017 was $23.88 . The total intrinsic value for options exercised during the six months ended June 30, 2017 was $22.6 million.

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Restricted Stock Units

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



		Weighted-
		Average
		Grant Date
	Number of	Fair Value per
	Shares	Share
	(in thousands)
Outstanding at December 31, 2016	291	$	101.74
Granted	168	$	115.75
Vested	(121)	$	98.63
Forfeited/canceled	(8)	$	108.50
Outstanding at June 30, 2017	330	$	109.85

13. INC OME TAXES

The primary reason for the difference in the Company’s effective tax rate and the U.S. statutory rate is a result of the Company’s REIT election and the Company having a full valuation allowance on the U.S. net deferred tax assets of the taxable REIT subsidiar ies (“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.

The Company elected to be taxed as a REIT commencing with its taxable year end ed December 31, 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 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 $1.1 billion as of December 31, 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 .

14. SEGMENT DATA

The Company operates principally in two business segments : site leasing and site development . The Company’s site leasing business includes two reportable segments , domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services . They are managed separately based on the fundamental differences in their operations. The site leasing segment include s 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.

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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
	Leasing		Leasing		Development		by Segment		Total

For the three months ended June 30, 2017	(in thousands)
Revenues	$	325,324	$	77,677	$	24,293	$	—	$	427,294
Cost of revenues (2)		65,251		24,086		20,007		—		109,344
Operating profit		260,073		53,591		4,286		—		317,950
Selling, general, and administrative		16,845		6,390		4,052		6,107		33,394
Acquisition related adjustments and expenses		1,438		868		—		—		2,306
Asset impairment and decommission costs		7,418		586		136		—		8,140
Depreciation, amortization and accretion		124,225		33,015		652		1,628		159,520
Operating income (loss)		110,147		12,732		(554)		(7,735)		114,590
Other expense (principally interest expense
and other income (expense))								(101,967)		(101,967)
Income before provision for income taxes										12,623
Cash capital expenditures (3)		53,029		19,212		187		790		73,218

For the three months ended June 30, 2016
Revenues	$	316,842	$	65,001	$	23,689	$	—	$	405,532
Cost of revenues (2)		66,199		20,294		20,074		—		106,567
Operating profit		250,643		44,707		3,615		—		298,965
Selling, general, and administrative (4)		17,936		21,065		3,295		5,368		47,664
Acquisition related adjustments and expenses		1,355		1,466		—		—		2,821
Asset impairment and decommission costs		11,363		983		—		2,345		14,691
Depreciation, amortization and accretion		126,756		29,781		639		2,547		159,723
Operating income (loss)		93,233		(8,588)		(319)		(10,260)		74,066
Other expense (principally interest expense
and other income (expense))								(39,354)		(39,354)
Income before provision for income taxes										34,712
Cash capital expenditures (3)		74,616		15,688		916		1,053		92,273

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

For the six months ended June 30, 2017	(in thousands)
Revenues	$	646,454	$	154,097	$	50,106	$	—	$	850,657
Cost of revenues (2)		130,678		48,041		41,595		—		220,314
Operating profit		515,776		106,056		8,511		—		630,343
Selling, general, and administrative		36,202		12,349		7,669		11,398		67,618
Acquisition related adjustments and expenses		3,338		1,936		—		—		5,274
Asset impairment and decommission costs		14,848		1,402		241		—		16,491
Depreciation, amortization and accretion		248,121		65,840		1,363		3,227		318,551
Operating income (loss)		213,267		24,529		(762)		(14,625)		222,409
Other expense (principally interest expense
and other income (expense))								(168,788)		(168,788)
Income before provision for income taxes										53,621
Cash capital expenditures (3)		103,462		46,102		320		1,732		151,616

For the six months ended June 30, 2016
Revenues	$	632,072	$	124,221	$	49,008	$	—	$	805,301
Cost of revenues (2)		130,674		38,581		39,907		—		209,162
Operating profit		501,398		85,640		9,101		—		596,139
Selling, general, and administrative (4)		35,935		25,450		6,832		9,854		78,071
Acquisition related adjustments and expenses		3,197		2,806		—		—		6,003
Asset impairment and decommission costs		17,384		1,145		—		2,345		20,874
Depreciation, amortization and accretion		258,149		56,658		1,664		3,053		319,524
Operating income (loss)		186,733		(419)		605		(15,252)		171,667
Other expense (principally interest expense
and other income (expense))								(81,113)		(81,113)
Income before provision for income taxes										90,554
Cash capital expenditures (3)		179,969		37,068		1,472		1,929		220,438

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	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

(1)

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

(2)

Excludes depreciation, amortization, and accretion.

(3)

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

(4)

International site leasing i ncludes the impact of the $16,498 O i reserve for the three and six months ended June 30, 2016.

15. EARNINGS PER SHARE

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 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 six months ended June 30, 2017 and 2016 (in thousands, except per share data):



	For the three months				For the six months
	ended June 30,				ended June 30,
	2017		2016		2017		2016
Numerator:
Net income	$	9,233	$	32,711	$	46,832	$	86,348
Denominator:
Basic weighted-average shares outstanding		121,455		125,125		121,253		125,261
Dilutive impact of stock options and restricted shares		982		658		834		660
Diluted weighted-average shares outstanding		122,437		125,783		122,087		125,921
Net income per common share:
Basic	$	0.08	$	0.26	$	0.39	$	0.69
Diluted	$	0.08	$	0.26	$	0.38	$	0.69

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

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

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

We are a leading independent owner and operator of wireless communica tions infrastructure, including tower structures, rooftops and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, and Canada . Our primary business line is our site leasing business, which contributed 98.6% of our total segment operating profit for the six months ended June 30, 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 June 30, 2017 , we owned 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 5,300 actual or potential sites , approximately 500 of which were revenue producing as of June 30, 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.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, Canada, Central America, and South America . As of June 30, 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 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 market s (each country is considered a market) . We derive s ite leasing revenues primarily from wireless service provider tenants, including AT&T, T-Mobile, Verizon Wireless, Sp rint, Oi S.A., Telefonica, Claro, and TIM. Wireless service providers enter into tenant leases with us, each of which relates to the lease or use of space at an individual site . In the United States and Canada, our tenant leases are generally for an initial term of five to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases in our Central American and South American markets typically have an initial term of ten years with multiple five year renewal periods. In Central America, we have similar rent escalators to that of leases in the United States and Canada while our leases in South America escalate in accordance with a standard cost of living index. Site leases in South America typically provide for a fixed rental amount and a pass through charge for the underlying ground lease rent.

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

Cost of site leasing revenue primarily consists of:

Rental payments on ground leases and other underlying property interests;

Straight-line rent adjustment for the difference between rental payments made and the expense recorded as if the payments had been made evenly throughout the lease term (which may include renewal terms) of the underlying property interests;

Property taxes;

Site maintenance and monitoring costs (exclusive of employee related costs);

Utilities;

Property insurance; and

Deferred lease origination cost amortization.

Ground leases are generally for an initial term of five years or more with multiple renewal terms of five - year periods at our option and provide for rent escalators which typically average 2-3% annually, or in our South American markets, adjust in accordance with a standard cost of living index. As of June 30, 2017 , approximately 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 cost s 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

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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.



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

Segment operating profit as a percentage of total	2017		2016		2017		2016

Domestic site leasing		81.8%		83.8%		81.8%		84.1%
International site leasing		16.9%		15.0%		16.8%		14.4%
Total site leasing		98.7%		98.8%		98.6%		98.5%

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

Site Development Services

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

Capital Allocation Strategy

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

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

Stock repurchase program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below 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.

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Critical Accounting Policies and Estimates

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, 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.

Acquisitions

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

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 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 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 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.

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REIT Conversion

We believe that our business has been operated in a manner that complies with the REIT rules since January 1, 2016, and as a result, we made the election to be subject to tax as a REIT commencing with our taxable year end ed December 31, 2016. A REIT is a n 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 operate as a REIT that principally invests in, and derives most of its income from the ownership, operation and leasing of, towers. As a REIT, we generally will be entitled to a deduction for dividends that we pay and therefore not subject to U.S. federal corporate income tax on that portion of our net income that we distribute to our shareholders. However, we will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through taxable REIT subsidiaries (“TRSs”). These assets and operations currently consist primarily of our site development services and our international operations. Our international operations will continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. We may also be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on our assets and operations.

As a REIT, we will generally be required to distribute at least 90% of our REIT taxable income after the utilization of any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our shareholders. In addition to the REIT distribution requirements, our determination as to the timing and amount of future dividend distributions will be based on a number of factors, including investment opportunities around our core business, the availability of our existing federal NOLs of approximately $1.1 billion as of December 31, 2016 that are attributes of the REIT, our financial condition, earnings, debt covenants, and other possible uses of such funds. We may use these NOLs to offset our REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized.

RESULTS OF OPERATIONS

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

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

Revenues and Segment Operating Profit:



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

Revenues	(in thousands)
Domestic site leasing	$	325,324	$	316,842	$	—	$	8,482		2.7%
International site leasing		77,677		65,001		4,446		8,230		12.7%
Site development		24,293		23,689		—		604		2.5%
Total	$	427,294	$	405,532	$	4,446	$	17,316		4.3%
Cost of Revenues
Domestic site leasing	$	65,251	$	66,199	$	—	$	(948)		(1.4%)
International site leasing		24,086		20,294		1,540		2,252		11.1%
Site development		20,007		20,074		—		(67)		(0.3%)
Total	$	109,344	$	106,567	$	1,540	$	1,237		1.2%
Operating Profit
Domestic site leasing	$	260,073	$	250,643	$	—	$	9,430		3.8%
International site leasing		53,591		44,707		2,906		5,978		13.4%
Site development		4,286		3,615		—		671		18.6%

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Revenues

Domestic site leasing revenues increase d $8.5 million for the three months ended June 30, 2017 , as compare d to the prior year, due to (i) revenues from 250 towers acquired and 60 towers built since April 1, 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 increase d $12.7 million for the three months ended June 30, 2017 , as compared to the prior year. On a constant currency basis, international site leasing revenues increase d $8.2 million. These changes were primarily due to (i) revenues from 482 towers acquired and 395 towers built since April 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 increase d $ 0.6 million for the three months ended June 30, 2017 , as compared to the prior year, as a result of increase d carrier activity.

Operating Profit

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

International site leasing segment operating profit increase d $8.9 million for t he three months ended June 30, 2017 , as compared to the prior year . On a constant currency basis , i nternational site leasing segment operating prof it increased $6.0 million . These changes were primarily due to 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 increase d $0.7 million for the three months e nded 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, G eneral, and A dministrative E xpenses :



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

	(in thousands)
Domestic site leasing	$	16,845	$	17,936	$	—	$	(1,091)		(6.1%)
International site leasing		6,390		21,065		360		(15,035)		(71.4%)
Total site leasing	$	23,235	$	39,001	$	360	$	(16,126)		(41.3%)
Site development		4,052		3,295		—		757		23.0%
Not identified by segment		6,107		5,368		—		739		13.8%
Total	$	33,394	$	47,664	$	360	$	(14,630)		(30.7%)

Selling, general, and administrative expenses decrease d $14.3 million for the three months ended June 30, 2017 , as compared to the prior year . On a constant currency basis, s elling, general, and administrative expenses decrease d $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.

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Acquisition Related Adjustments and Expenses:



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

	(in thousands)
Domestic site leasing	$	1,438	$	1,355	$	—	$	83		6.1%
International site leasing		868		1,466		9		(607)		(41.4%)
Total	$	2,306	$	2,821	$	9	$	(524)		(18.6%)

Acquisition related adjustments and expenses decrease d $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.

A sset Impairment and Decommission Costs :



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

	(in thousands)
Domestic site leasing	$	7,418	$	11,363	$	—	$	(3,945)		(34.7%)
International site leasing		586		983		32		(429)		(43.6%)
Total site leasing	$	8,004	$	12,346	$	32	$	(4,374)		(35.4%)
Site development		136		—		—		136		—%
Not identified by segment		—		2,345		—		(2,345)		(100.0%)
Total	$	8,140	$	14,691	$	32	$	(6,583)		(44.8%)

A sset impairment and decommission costs decrease d $6.6 m illion , 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 resul t of a $4.4 million decrease in impairment charges resulting from our analysis that the future cash flows would not recover the c arrying 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, A ccretion, and A mortization E xpense s :



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

	(in thousands)
Domestic site leasing	$	124,225	$	126,756	$	—	$	(2,531)		(2.0%)
International site leasing		33,015		29,781		1,871		1,363		4.6%
Total site leasing	$	157,240	$	156,537	$	1,871	$	(1,168)		(0.7%)
Site development		652		639		—		13		2.0%
Not identified by segment		1,628		2,547		—		(919)		(36.1%)
Total	$	159,520	$	159,723	$	1,871	$	(2,074)		(1.3%)

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, d epreciation, accretion, and amortization expense decreased $2.1 million.

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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 b uilt since April 1, 2016 .

Operating Income (Expense):



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

	(in thousands)
Domestic site leasing	$	110,147	$	93,233	$	—	$	16,914		18.1%
International site leasing		12,732		(8,588)		634		20,686		(240.9%)
Total site leasing	$	122,879	$	84,645	$	634	$	37,600		44.4%
Site development		(554)		(319)		—		(235)		73.7%
Not identified by segment		(7,735)		(10,260)		—		2,525		(24.6%)
Total	$	114,590	$	74,066	$	634	$	39,890		53.9%

Domestic site leasing operating income increase d $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 expens es, 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, i nternational site leasing operating income increase d $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 decrease d $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.

Other Income (Expense):



	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

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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 deb t 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 :



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

	(in thousands)
Net income	$	9,233	$	32,711	$	(66,863)	$	43,385		132.6%

Net income decreased $23.5 million for the three months ended June 30, 2017 , as compared to the prior year. Th is change w as 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.

Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016

Revenues and Segment Operating Profit:



	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%)

Revenues

Domestic site leasing revenues increase d $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, 2016 and (ii) organic site leasing growth, primarily

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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 increase d $29.9 million for the six months ended June 30, 2017 , as compared to the prior year . O n a constant currency basis, i nternational site leasing revenues increase d $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 increase d $1.1 million for the six months ended June 30, 2017 , as compared to the prior year, as a result of increase d carrier activity.

Operating Profit

Domestic site leasing segment operating profit increase d $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 o ur site leasing cost of revenue , and (iii) the positive impact of our ground lease purchase program.

International site leasing segment operating profit increase d $20.4 million for the six months ended June 30, 2017 , as compared to the prior year . O n a constant currency basis, i nternational site leasing segment operating profit increase d $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 decrease d $0.6 million for the six months ended June 30, 2017 , as compared to the prior year, primarily due to a change in the mix of work performed .

Selling, G eneral, and A dministrative E xpenses :



	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 decrease d $10.5 million for the six months ended June 30, 2017 , as compared to the prior year . O n a constant currency basis, sel ling, general, and administrative expenses decrease d $11.4 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.

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Acquisition Related Adjustments and Expenses:



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

	(in thousands)
Domestic site leasing	$	3,338	$	3,197	$	—	$	141		4.4%
International site leasing		1,936		2,806		211		(1,081)		(38.5%)
Total	$	5,274	$	6,003	$	211	$	(940)		(15.7%)

Acquisition related adjustments and expenses decrease d $0.7 million for the six months ended June 30, 2017 , as compared to the prior year . On a constant currency basis , a cquisition related adjustments and expenses decrease d $0.9 million. These changes were primarily as a result of changes in our estimated pre-acquisition contingencies as compared to the prior year period and a reduction in third party acquisition costs expensed in the current year as compared to the prior year .

Asset Impairment and Decommission Costs:



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

	(in thousands)
Domestic site leasing	$	14,848	$	17,384	$	—	$	(2,536)		(14.6%)
International site leasing		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	$	16,491	$	20,874	$	135	$	(4,518)		(21.6%)

Asset impairment and decommission costs decrease d by $4.4 million for the six months ended June 30, 2017 , as compared to the prior year . O n a constant currency basis , a sset impairment and decommission costs decrease d $4.5 million . These changes were primarily as a result of a $2.3 million decrease in write-off and disposal costs related to our former corporate headquarters building during the second quarter of 2016 and a $1.4 million decrease in impairment charges resulting from our analysis that the future cash flows would not recover the carrying value of the investment.

Depreciation, Accretion, and Amortization Expenses:



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

	(in thousands)
Domestic site leasing	$	248,121	$	258,149	$	—	$	(10,028)		(3.9%)
International site leasing		65,840		56,658		6,327		2,855		5.0%
Total site leasing	$	313,961	$	314,807	$	6,327	$	(7,173)		(2.3%)
Site development		1,363		1,664		—		(301)		(18.1%)
Not identified by segment		3,227		3,053		—		174		5.7%
Total	$	318,551	$	319,524	$	6,327	$	(7,300)		(2.3%)

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Depreciation, accretion, and amortization expense decrease d $1.0 million for the six months ended June 30, 2017 , as compared to the prior year . O n a constant currency basis, d epreciation, accretion, and amortization expense decrease d $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 January 1, 2016 .

Operating Income (Expense) :



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

	(in thousands)
Domestic site leasing	$	213,267	$	186,733	$	—	$	26,534		14.2%
International site leasing		24,529		(419)		2,001		22,947		(5,476.6%)
Total site leasing	$	237,796	$	186,314	$	2,001	$	49,481		26.6%
Site development		(762)		605		—		(1,367)		(226.0%)
Not identified by segment		(14,625)		(15,252)		—		627		(4.1%)
Total	$	222,409	$	171,667	$	2,001	$	48,741		28.4%

Domestic site leasing operating income increase d $26.5 million for the six months ended June 30, 2017 , as compared to the prior year, primarily due to higher segment operating profit and decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs.

International site leasing operating income increase d $24.9 million for the six months ended June 30, 2017 , as compared to the prior year . O n a constant currency basis, i nternational site leasing operating income increase d $22.9 million . These changes were primarily due to higher segment operating profit and decreases in selling, general, and administrative expenses resulting from the $16.5 million Oi reserve recorded in the second quarter of 2016 and acquisition related adjustments and expenses, partially offset by an increase in depreciation, accretion, and amortization expenses.

Site development operating income decrease d $1.4 million for the six months ended June 30, 2017 , as compared to the prior year, primarily due to low er segment operating profit and increase s in selling, general, and administrative expenses and asset impairment and decommission costs , partially offset by a decrease in depreciation, accretion, and amortization expense.

Other Income (Expense):



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

	(in thousands)
Interest income	$	6,143	$	4,603	$	643	$	897		19.5%
Interest expense		(156,058)		(167,486)		—		11,428		(6.8%)
Non-cash interest expense		(1,421)		(915)		—		(506)		55.3%
Amortization of deferred financing fees		(11,647)		(10,590)		—		(1,057)		10.0%
Loss from extinguishment of debt, net		(1,961)		—		—		(1,961)		—%
Other (expense) income, net		(3,844)		93,275		(99,550)		2,431		2.6%
Total	$	(168,788)	$	(81,113)	$	(98,907)	$	11,232		(13.8%)

Interest expense decrease d $11.4 million , on an actual and constant currency basis, for the six 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

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2010-2C Tower Securities in July 2016, the 5.75% S enior 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 deb t was $2.0 million for the six 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.

O ther (expense) income , net includes a $6.8 million loss on the remeasurement of intercompany loans for the six months ended June 30, 2017 , while the prior year period included a $92.1 million gain .

Net Income :



	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 decrease d $39.5 million for the six 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 remea surement of an intercompany loan, p artially offset by an increase in operating income and a decrease in interest expense.

NON-GAAP FINANCIAL MEASURES

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

Adjusted EBITDA

We define Adjusted EBITDA as net 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 2 016 Senior Notes . Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.

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

	(in thousands)
Net income	$	9,233	$	32,711	$	(66,863)	$	43,385		132.6%
Non-cash straight-line leasing revenue		(4,125)		(8,775)		(266)		4,916		(56.0%)
Non-cash straight-line ground lease expense		7,693		9,794		30		(2,131)		(21.8%)
Non-cash compensation		10,194		8,893		51		1,250		14.1%
Loss from extinguishment of debt, net		1,961		—		—		1,961		—%
Other expense (income), net		18,793		(47,376)		67,658		(1,489)		3.1%
Acquisition related adjustments and expenses		2,306		2,821		9		(524)		(18.6%)
Asset impairment and decommission costs		8,140		14,691		32		(6,583)		(44.8%)
Interest income		(2,909)		(2,737)		(162)		(10)		0.4%
Interest expense (1)		84,122		89,467		(5)		(5,340)		(6.0%)
Depreciation, accretion, and amortization		159,520		159,723		1,871		(2,074)		(1.3%)
Provision for taxes (2)		3,857		2,402		7		1,448		60.3%
Adjusted EBITDA		298,785		261,614		2,362		34,809
Oi reserve		—		16,498		—		(16,498)
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

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(1)

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

(2)

Provision for taxes includes $467 and $401 of franchise and gross receipts taxes for the three months ended June 30, 2017 and 2016 , respectively , and $1,056 and $856 of franchise and gross receipts taxes for the six months ended June 30, 2017 and 2016 , respectively , reflected in selling, general, and administrative expenses on the Consolidated Statement of Operations.

Adjusted EBITDA excluding the Oi reserve increase d $20.7 million for the three months ended June 30, 2017 , as compared to the prior year period. On a constant currency basis, A djusted EBITDA excluding the Oi reserve increase d $18.3 million. The se changes were prima rily due to increases in domestic site leasing , international site leasing , and site development segment operating profit, partially offset by an increase in selling, general, and administrative expenses.

Adjusted EBITDA excluding the Oi reserve increase d $38.2 million for the six months ended June 30, 2017 , as compared to the prior year period. On a constant currency basis, A djusted EBITDA excluding the Oi reserve increase d $30.2 million. The se 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.

LIQUIDITY AND CAPITAL RESOURCES

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

A summary of our cash flows is as follows:



	For the 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

Operating Activities

Cash provided by operating activities was $404.2 million for the six months ended June 30, 2017 as compared to $354.7 million for the six months ended June 30, 2016 . The increase of $49.5 million was primarily due to increases in segment operating profit from domestic site leasing and international site leasing operating segments and a decrease in interest payments .

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Investing Activities

A detail of our cash capital expenditures is as follows:



	For the six months
	ended June 30,
	2017		2016

	(in thousands)
Acquisitions (1) (2)	$	58,138	$	113,512
Construction and related costs on new tower builds		32,799		34,692
Augmentation and tower upgrades		20,762		19,396
Land buyouts and other assets (3)		24,043		35,192
Tower maintenance		13,696		14,049
General corporate		2,178		2,524
Total cash capital expenditures	$	151,616	$	219,365

(1)

2017 excludes $63.3 million of acquisition costs paid through the issuance of 487,963 shares of Class A common stock.

(2)

Excludes $39.6 million of acquisitions completed during the second quarter of 2017 which were not funded as of June 30, 2017.

(3)

Excludes $8.1 million and $6.6 million spent on ground lease extensions and term easements on land underlying our towers for the six months ended June 30, 2017 and 2016 , respectively.

During all of 2017 , inclusive of the capital expenditures made during the six months ended June 30, 2017 , we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $29.0 million to $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 $385.0 million to $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.

Financing Activities

During the six months ended June 30, 2017 , we borrowed $100.0 million and repaid $340.0 million of the outstanding balance under the Revolving Credit Facility. As of June 30, 2017 , we had $150.0 million outstanding under the $1.0 billion Revolving Credit Fac ility. Subsequent to June 30, 2017 , we borrowed an additional $65.0 million under the Revolving Credit Facility.

During the six months ended June 30, 2017 , we repurchased 1.2 million shares of our Class A common stock under our current stock repurchase plan for $155.0 million at a weighted average price per share of $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 re purchased were retired. As of the date of this filing, we had $750.0 million of authorization remaining under the current stock repurchase p lan .

On 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 a New York common law trust (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.

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Registration Statements

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the six months ended June 30, 2017 , we issue d 487,963 shares of Class A common stock under this registration statement. As of June 30, 2017 , we had approximately 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 s ecurities were issued under this registration statement from March 3, 2015 through the date of this filing.

Debt Instruments and Debt Service Requirements

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility is governed by the Senior Credit Agreement. T he 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 1 3 7.5 basis points to 2 00.0 basis points or (ii) the Base Rate plus a margin that ranges from 3 7.5 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 six months ended June 30, 2017 , we borrowed $100.0 million and repaid $340.0 million of the outstanding balance under the Revolving Credit Facility. As of June 30, 2017 , SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Subsequent to June 30, 2017, we borrowed an additional $65.0 million under the Revolving Credit Facility. As of the date of this filing, $215.0 million was outstanding under the Revolving Credit Facility.

Term Loans under the Senior Credit Agreement

Repricing Amendment to the Senior Credit Agreement

2014 Term Loan

The 2014 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $1.5 billion that matures on March 24, 2021. Prior to the reduction in the term loan interest rates as discussed above, t he 2014 Term Loan accrue d 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 June 30, 2017 , the 2014 Term Loan was accruing interest at 3.48% per annum. Principal payments on the 2014 Term Loan commence d 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

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

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

2015 Term Loan

The 2015 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $500.0 million that matures on June 10, 2022 . Prior to the reduction in the term loan interest rates as discussed above, the 2015 Term Loan acc rued 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 June 30, 2017 , the 2015 Term Loan was accruing interest at 3.48% per annum. Principal payments on the 2015 Term Loan commence d 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 $5.5 million in relation to this transaction , which are being amort ized through the maturity date.

During the three and six months ended June 30, 2017 , we repaid $1.3 million and $2.5 million of principal on the 201 5 Term Loan. As of June 30, 2017 , the 2015 Term Loan had a principal balance of $490.0 million.

Secured Tower Revenue Securities

2012 -1C Tower Securities

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

On April 17, 2017, we repaid in full the 2012-1C Tower Securities 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”).

2013 Tower Securities

On April 18, 2013, we, through the Trust, issued $425.0 million of 2.240% Secured Tower Revenue Securities Series 2013-1C , which have an anticipated repayment date of April 1 0 , 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 1 0 , 2018 and a final maturity date of April 9 , 2043 (the “2013-1D Tower Securities”) (collectively the “2013 Tower Securities”). The aggregate $1.33 billion of 2013 Tower Securities have a blended interest rate of 3.218% per annum, payable monthly . We incurred deferred financing fees of $25.5 million in relation to this transaction , which are being amortized through the anticipated repayment date of each of the 2013 Tower Securities.

2014 Tower Securities

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

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

2015 -1C Tower Securities

On October 14, 2015, we , through the Trust, issued $500.0 million of Secured Tower Revenue Securities Series 2015-1C , which have an anticipated repayment date of October 8 , 2020 and a final maturity date of October 1 0 , 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 .

201 6-1C Tower Securities

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

2017-1C 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 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.

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; h owever, it is subject to all other material terms of the existing mortgage loan, including collateral and interest rate after the anticipated repayment date.

Debt Covenants

As of June 30, 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.

Senior Notes

2014 Senior Notes

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

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2016 Senior Notes

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

Debt Service

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

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



2014 Senior Notes	$	36,563
2016 Senior Notes		53,625
2013-1C Tower Securities		432,695
2013-2C Tower Securities		21,585
2013-1D Tower Securities		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		6,961
2014 Term Loan		65,438
2015 Term Loan		21,987
Total debt service for the next 12 months	$	1,090,158

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments. These 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 June 30, 2017 :



	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

(1)

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

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 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 , Ca nada , and Chile, and to a lesser extent, our markets in Central America. In each of these countries , we pay most of our selling,

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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 six months ended June 30, 2017 , approximately 13.4% of our revenues and approximately 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 Rea l from the quoted foreign currency exchange rates at June 30, 2017 . As of June 30, 2017 , the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.1% and 2.9% , respectively, for the six months ended June 30, 2017 .

As of June 30, 2017 , we ha d 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 is anticipated or planned in 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 June 30, 2017 would have result ed in approximately $43.5 million of unrealized gains or losses that would have be en included in O ther income ( expense ), net in our C onsolidated S tatement of O perations for the six months ended June 30, 2017 .

Special Note Regarding Forward-Looking Statements

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:

our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, and the trends developing in our industry;

our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;

our intent to grow our tower portfolio domestically and internationally;

our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements;

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

our belief that our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures;

our expectation that, due to the relatively young age and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;

our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;

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

our belief that our business is currently operated in a manner that complies with the REIT rules and our intent to continue to do so;

our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions;

our expectations regarding the use of NOLs to reduce REIT taxable income;

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

our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;

our intended use of our liquidity;

our expectations regarding our debt service and our belief that our cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;

our belief regarding our credit risk; and

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our estimates regarding certain accounting and tax matters.

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:

the impact of consolidation among wireless service providers on our leasing revenue;

our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;

our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership;

our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

developments in the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect the willingness or ability of the wireless service providers to expend capital to fund network expansion or enhancements;

our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;

our ability to secure and deliver anticipated services business at contemplated margins;

our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that arise in connection with the building of new towers;

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

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

our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;

our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;

our ability to successfully estimate the impact of regulatory and litigation matters;

natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;

a decrease in demand for our towers;

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

our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules;

our ability to utilize available NOLs to reduce REIT taxable income; and

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

ITEM 4. CONTROLS AND PROCEDURES

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 June 30, 2017 . Based on such evaluation, such officers have concluded that, as of June 30, 2017 , our disclosure controls and procedures were effective.

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

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PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during t he second quarter of 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

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

(1)

On January 12, 2017, our Board of Directors authorized a new stock repurchase plan, replacing the plan authorized on June 4, 2015 which had a remaining authorization of $150.0 million. This plan authorizes us to purchase, from time to time, up to $1.0 billion of our outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. Shares re purchased will be retired. The new plan has no time deadline and will continue until otherwis e modified or terminated by our Board of Directors at any time in its sole discretion.

ITEM 6. EXHIBITS



Exhibit No.	Description of Exhibits
5.1	Opinion of Greenberg Traurig, P.A. r egarding 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.

† Management contract or compensatory plan or arrangement.

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SIGNATURES

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.


	SBA COMMUNICATIONS CORPORATION

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

August 4, 201 7	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 10.89A

SBA COMMUNICATIONS CORPORATION

2010 PERFORMANCE AND EQUITY INCENTIVE PLAN

(as amended and restated effective July 27 , 2017)

1. Establishment, Effective Date and Term

SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), hereby establishes the “SBA Communications Corporation 2010 Performance and Equity Incentive Plan” (the “Plan”). Subject to ratification within twelve (12) months by an affirmative vote of a majority of the Company’s shareholders, either in person or by proxy, present and entitled to vote at the Annual Meeting, the effective date of the Plan shall be February 25, 2010 (the “Effective Date”), which is the date that the Plan was approved and adopted by the Board of Directors of the Company. Unless earlier terminated pursuant to Section 25 hereof, the Plan shall terminate on the tenth anniversary of the Effective Date.

2. Purpose

The purpose of the Plan is to promote the interests of the Company, its Subsidiaries and its shareholders by (i) attracting and retaining officers, employees and directors of, and consultants to, the Company and its Subsidiaries and Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its shareholders. With respect to any awards granted under the Plan that are intended to comply with the requirements of “performance-based compensation” under Section 162(m) of the Code, the Plan shall be interpreted in a manner consistent with such requirements.

3. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Committee provided that the entity is one with respect to which the Class A Common Stock will qualify as “service recipient stock” under Code Section 409A.

“Applicable Laws” shall mean the requirements relating to the administration of stock option plans under U.S. federal and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Class A Common Stock to the extent provided under the terms of the Company’s agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.

“Appreciation Date” shall mean the date designated by a holder of Stock Appreciation Rights for measurement of the appreciation in the value of rights awarded to him, which date shall be the date notice of such designation is received by the Committee, or its designee.

“Award” shall mean any Option, Restricted Stock Award, Restricted Stock Unit, Stock Appreciation Right, Stock Bonus, Performance Award, Other Stock-Based Award or other award granted under the Plan, whether singly, in combination or in tandem, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee may establish or which are required by applicable legal requirements.

“Award Agreement” shall mean an agreement, contract or other instrument or document evidencing the terms and conditions of an individual Award, which may be in written or electronic format, in such form

and with such terms as may be specified by the Committee. Each Award Agreement is subject to the terms and conditions of the Plan. An Award Agreement may be in the form of either (i) an agreement to be either executed by both the Participant and the Company or offered and accepted electronically as the Committee shall determine or (ii) certificates, notices or similar instruments as approved by the Committee.

“Beneficial Ownership” (including correlative terms) shall have the meaning given such term in Rule 13d-3 promulgated under the Exchange Act.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean, unless otherwise defined in the applicable Award Agreement, (i) failure or refusal of the Participant to perform the duties and responsibilities that the Company requires to be performed by him, (ii) gross negligence or willful misconduct by the Participant in the performance of his duties, (iii) commission by the Participant of an act of dishonesty affecting the Company, or the commission of an act constituting common law fraud or a felony, (iv) the Participant’s commission of an act (other than the good faith exercise of his business judgment in the exercise of his responsibilities) resulting in material damages to the Company or (v) the Participant’s material violation of the Company’s Code of Ethics, Code of Conduct, Insider Trading Policy or other similar policy governing the ethical behavior of Company employees or directors; provided, however , that if the Participant and the Company have entered into an employment agreement which defines “cause” for purposes of such agreement, “cause” shall be defined in accordance with such agreement. The Committee, in its sole and absolute discretion, shall determine whether a termination of employment or service is for Cause.

“Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) any person or related group of persons (other than the Company or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires Beneficial Ownership of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities unless such acquisition is approved by the majority of the Board members in office immediately preceding such acquisition;

(ii) there is a change in the composition of the Board over a period of twenty four (24) consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole number) ceases to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were (x) still in office at the time such election or nomination was approved by the Board and (y) not initially (a) appointed or elected to office as a result of either an actual or threatened election and/or proxy contest by or on behalf of a Person other than the Board, or (b) designated by a Person who has entered into an agreement with the Company to effect a transaction described in (i) above or (iii) or (iv) below; or

(iii) the consummation of a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however , that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 25% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control;

(iv) the consummation of a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(v) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

The term “Change in Control” shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

“Class A Common Stock” shall mean the Class A Common Stock of the Company, par value $0.01 per share.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation Committee or any other committee appointed by the Board to administer the Plan pursuant to Section 5 of the Plan. However, with respect to grants made to Independent Directors, the Committee shall mean the Board. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights of the Committee under this Plan, except with respect to matters which under Rule 16b-3 of the Exchange Act or Section 162(m) of the Code or any regulations or rules issued thereunder are required to be determined in the sole discretion of the Committee.

“Compensation Committee” shall mean the Compensation Committee of the Board, which shall consist of two or more Independent Directors, each of whom shall be both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act and an “outside director” for purposes of Section 162(m) of the Code.

“Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.

“Disability” shall mean “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.

“Eligible Individual” shall mean any person who is either: (i) an officer (whether or not a director) or employee of the Company or one of its Subsidiaries or Affiliates; (ii) a director of the Company or one of its Subsidiaries; or (iii) an individual consultant or advisor who renders or has rendered bona fide services to the Company or one of its Subsidiaries or Affiliates and who is selected to participate in this Plan by the Committee; provided, however , that a person who is otherwise an Eligible Individual under clause (iii) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register under the Securities Act, the offering and sale of shares issuable under this Plan by the Company or the Company’s compliance with any other Applicable Laws.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, unless otherwise determined or provided by the Committee in the circumstances, (i) the closing sales price of a share of Class A Common Stock as furnished by the NASDAQ Global Select Market (“NASDAQ”) or other principal stock exchange on which the Company’s Class A Common Stock is then listed for the trading date preceding the date in question or (ii) if no sales of Class A Common Stock were reported by NASDAQ or other such exchange on that date, the closing sales price for a share of Class A Common Stock as furnished by NASDAQ or other such exchange for the next preceding day on which sales of shares of Class A Common Stock were reported by NASDAQ. If the Class A Common Stock is no longer listed or is no longer actively traded on

NASDAQ or listed on a principal stock exchange as of the applicable date, the Fair Market Value of a share of Class A Common Stock shall be the value as reasonably determined by the Committee for purposes of the award in the circumstances.

“Grant Date” shall mean the date upon which an Award is granted to a Participant pursuant to this Plan or such later date as specified in advance by the Committee.

“Good Reason” shall have the equivalent meaning or the same meaning as “good reason” or “for good reason” set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or, in the absence of any such agreement or any such definition in such agreement, such term shall have the meaning set for in the Participant’s Award Agreement, if applicable.

“Incentive Stock Option” shall mean an Option which is an “incentive stock option” within the meaning of Section 422 of the Code and which is identified as an Incentive Stock Option in the applicable Award Agreement.

“Independent Director” shall mean a member of the Board who is a “non-employee director,” as defined in Rule 16b-3 of the Exchange Act.

“Insider Trading Policy” shall mean the Company’s Insider Trading Policy, as may be amended from time to time.

“Issue Date” shall mean the date established by the Committee on which certificates representing shares of Class A Common Stock shall be issued by the Company.

“Non-qualified Stock Option” shall mean an Option that is not intended to meet the requirements of Section 422 of the Code.

“Option” shall mean any stock option granted pursuant to Section 7 of the Plan.

“Other Stock-Based Award” shall mean an Award granted pursuant to Section 13 of the Plan

“Participant” shall mean any Eligible Individual with an outstanding Award.

“Performance Award” shall mean any Award granted under Section 12 of the Plan. For purposes of the share counting provisions of Section 4.1 hereof, a Performance Award that is not settled in cash shall be treated as (i) an Option Award if the amounts payable thereunder will be determined by reference to the appreciation of a Share, and (ii) a Restricted Share Award if the amounts payable thereunder will be determined by reference to the full value of a Share.

“Performance Period” shall mean a period of time within which Qualifying Performance Criteria is measured for the purpose of determining whether an Award subject to performance restrictions has been earned.

“Person” shall mean any person, corporation, partnership, joint venture or other entity or any group (as such term is defined for purposes of Section 13(d) of the Exchange Act), other than a parent or subsidiary of the Company.

“Qualifying Performance Criteria” shall have the meaning set forth in Section 12.4 of the Plan.

“Reorganization” shall be deemed to occur if an entity is a party to a merger, consolidation, reorganization, or other business combination with one or more entities in which said entity is not the surviving entity, if such entity disposes of substantially all of its assets, or if such entity is a party to a spin–off, split–off, split–up or similar transaction; provided, however , that the transaction shall not be a Reorganization if the Company or any subsidiary of the Company is the surviving entity.

“Restricted Stock Award” shall mean Awards granted pursuant to Section 8 of the Plan.

“Restricted Stock Unit” or “RSU” shall mean Awards granted pursuant to Section 9 of the Plan.

“Restriction Period” shall mean the period during which applicable restrictions apply to a Restricted Stock Award or Restricted Stock Units.

“Section 424 Employee” shall mean an employee of the Company or any “subsidiary corporation” or “parent corporation” as defined in and in accordance with Code Section 424. Such term shall also include employees of a corporation issuing or assuming a stock option in a transaction to which Code Section 424(a) applies.

“Share” shall mean a share of Class A Common Stock, as adjusted in accordance with Section 16.1 of the Plan.

“Stock Appreciation Right” or “SAR” shall mean an Award granted pursuant to Section 10 of the Plan.

“Stock Bonus” shall mean an Award granted pursuant to Section 11 of the Plan.

“Stock Ownership Guidelines” shall mean the stock ownership guidelines adopted by the Board from time to time.

“Subsidiary” shall mean any Person (other than the Company) of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company.

“Substitute Awards” shall mean Awards granted solely in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

“Vesting Date” shall mean the date established by the Committee on which an award, such as a share of a Restricted Stock Award, may vest.

4. Class A Common Stock Subject to the Plan.

4.1 Aggregate Limits . Subject to the provisions of Section 16 of the Plan, the aggregate number of Shares subject to Awards granted under the Plan is 15,000,000 Shares (the “Share Limit”); provided, however , that the aggregate number of shares that may be issued pursuant to Restricted Stock Awards, Restricted Stock Unit Awards, Stock Bonus Awards, Performance Awards, Other Stock-Based Awards or other awards granted under the Plan, shall not exceed 7,500,000. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.

4.2 Issuance of Shares . For purposes of Section 4.1, the aggregate number of Shares issued under the Plan at any time shall equal only the number of Shares actually issued upon exercise or settlement of an Award. If any Shares subject to an Award granted under the Plan are forfeited or such Award is settled in cash or otherwise terminates without the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture, settlement or termination, shall again be available for grant under the Plan. Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are: (i) Shares delivered to or withheld by the Company to pay the exercise price of an Option, (ii) Shares delivered to or withheld by the Company to pay the withholding taxes related to an Award, or (iii) Shares repurchased by the Company on the open market with the proceeds of an Award paid to the Company by or on behalf of the Participant. With respect to Stock Appreciation Rights, if the payment upon exercise of a SAR is in the form of Shares, the

Shares subject to the SAR shall be counted against the available Shares as one Share for every Share subject to the SAR, regardless of the number of Shares used to settle the SAR upon exercise.

4.3 Code Section 162(m) and 422 Limits . Subject to the provisions of Section 16 of the Plan, the aggregate number of Shares subject to Awards granted under this Plan during any calendar year to any one Participant shall not exceed 1,000,000. Subject to the provisions of Section 16 of the Plan, the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan is 15,000,000 Shares. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 4.3 shall be subject to adjustment under Section 16 of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m) or the ability to grant or the qualification of Incentive Stock Options under the Plan.

4.4 Reservation of Shares; No Fractional Shares; Minimum Issue . The Company shall at all times reserve a number of Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Committee may pay cash in lieu of any fractional shares in settlements of awards under this Plan.

5. Administration

5.1 Authority of Committee . The Plan shall be administered, construed and interpreted by the Committee, which shall be appointed by and serve at the pleasure of the Board; provided, however , with respect to Awards to Independent Directors, all references in the Plan to the Committee shall be deemed to be references to the Board. Subject to the terms of the Plan and Applicable Laws, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion to:

(i) designate Participants, determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards under the Plan;

(ii) determine the type or types of Awards to be granted to a Participant;

(iii) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with Awards;

(iv) determine the timing, terms, and conditions of any Award;

(v) accelerate the time at which all or any part of an Award may be settled or exercised;

(vi) determine whether, to what extent, and under what circumstances, Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended;

(vii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee;

(viii) grant Awards as an alternative to, or as the form of payment for, grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate;

(ix) make all determinations under the Plan concerning the termination of any Participant’s employment or service with the Company or a Subsidiary or Affiliate, including whether such termination occurs by reason of Cause, Disability, death, or in connection with a Change in Control and whether a leave constitutes a termination of employment;

(x) interpret and administer the Plan and any instrument or Award Agreement relating to, or Award made under, the Plan;

(xi) except to the extent prohibited by Section 25.4, amend or modify the terms of any Award at or after grant with the consent of the holder of the Award;

(xii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and

(xiii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, subject to the exclusive authority of the Board under this Section 5 to amend or terminate the Plan.

5.2 Delegation of Authority .

(i) Delegation With Respect to Awards . Subject to the terms of the Plan, the Committee’s charter and Applicable Law, the Committee may, but need not, delegate from time to time some or all of its authority under the Plan to a committee consisting of one or more members of the Committee to ( a ) grant Awards, ( b ) to cancel, modify or waive rights with respect to Awards, or ( c ) to alter, discontinue, suspend or terminate Awards held by Participants; provided, however , that the Committee may not delegate its authority to take any action with respect to any Awards held by, or to be granted to, any individual ( 1 ) who is subject on the date of the grant to the reporting rules under Section 16(a) of the Exchange Act or ( 2 ) who is a Section 162(m) Participant. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation of authority and may be rescinded at any time by the Committee. At all times, any committee appointed under this Section 5.2 shall serve in such capacity at the pleasure of the Committee.

(ii) Delegation of Ministerial Functions . The Committee may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.

5.3 Committee Discretion Binding . Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary or Affiliate, any Participant and any holder or beneficiary of any Award. A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful.

5.4 Reliance on Experts . In making any determination or in taking or not taking any action under this Plan, the Board or a committee, as the case may be, may obtain and may rely upon the advice of experts, including employees and professional advisors to the Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.

5.5 No Liability . No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award granted or any Award Agreement entered into hereunder.

6. Eligibility. The Committee may grant awards under this Plan only to those persons that the Committee determines to be Eligible Individuals. An Eligible Individual who has been granted an award, if otherwise eligible, may be granted additional awards if the Committee shall so determine.

7. Options.

7.1 Types of Options . Each Option granted under the Plan may be designated by the Committee, in its sole discretion, either as (i) an Incentive Stock Option or (ii) as a Non-qualified Stock Option. Options designated as Incentive Stock Options that fail to continue to meet the requirements of Section 422 of the Code shall be redesignated as Non-qualified Stock Options automatically on the date of such failure to continue to meet such requirements without further action by the Committee. In the absence of any designation, Options granted under the Plan will be deemed to be Incentive Stock Options to the extent that such Options meet the requirements of Section 422 of the Code.

7.2 Grant of Options . Subject to the terms and conditions of the Plan, the Committee may, at any time and from time to time, prior to the date of termination of the Plan, grant to such Eligible Individuals as the Committee may determine, Options to purchase such number of shares of Class A Common Stock on such terms and conditions as the Committee may determine. The date on which the Committee approves the grant of an Option (or such later date as is specified by the Committee) shall be considered the Grant Date. All Options granted pursuant to the Plan shall be evidenced by an Award Agreement in such form or forms as the Committee shall determine. Award Agreements may contain different provisions, provided, however, that all such Award Agreements shall comply with all terms of the Plan .

7.3 Limitation on Incentive Stock Options .

(i) Section 424 Employees . Incentive Stock Options may only be granted to Section 424 Employees. Subject to the terms and conditions of this Plan and the Award Agreement (including all vesting provisions and option periods), any and all Incentive Stock Options which an employee fails to exercise within ninety (90) days after the date said employee ceases to be a Section 424 Employee shall automatically be classified as Non-qualified Stock Options to the extent that said Options have not otherwise been terminated.

(ii) Ten Percent Shareholder . Notwithstanding any other provision of this Plan to the contrary, no individual may receive an Incentive Stock Option under the Plan if such individual, at the time the award is granted, owns (after application of the rules contained in Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, unless ( a ) the exercise price for each share of Class A Common Stock subject to such Incentive Stock Option is at least one hundred ten percent (110%) of the Fair Market Value of a share of Class A Common Stock on the date of grant and ( b ) such Incentive Stock Option is not exercisable after the fifth (5th) anniversary of the date of grant.

(iii) Limitation on Grants . The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Incentive Stock Option is granted) of the shares of Class A Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under this Plan or any other plan of the Company) shall not exceed $100,000. If an Incentive Stock Option is granted pursuant to which the aggregate Fair Market Value of shares with respect to which it first becomes exercisable in any calendar year by an individual exceeds such $100,000 limitation, the portion of such Option which is in excess of the $100,000 limitation, and any Options issued subsequently in the same calendar year, shall be treated as a Non-qualified Stock Option pursuant to Section 422(d)(1) of the Code. In the event that an individual is eligible to participate in any other stock option plan of the Company which is also intended to comply with the provisions of Section 422 of the Code, such $100,000 limitation shall apply to the aggregate number of shares for which Incentive Stock Options may be granted under this Plan and all such other plans.

(iv) Other Terms . Award Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Committee, with the applicable provisions of Section 422 of the Code.

7.4 Exercise Price . The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Committee, subject to the following:

(i) The per Share exercise price of an Option shall be no less than 100% of the Fair Market Value per Share on the Grant Date.

(ii) Notwithstanding the foregoing, at the Committee’s discretion, Options may be granted in substitution and/or conversion of options or stock appreciation rights of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion if such exercise price is based on a formula set forth in the terms of such options/stock appreciation rights or in the terms of the agreement providing for such acquisition.

7.5 Option Period . Subject to the provisions of Sections 7.3 and 14.2, each Option granted pursuant to Section 7 under the Plan shall terminate and all rights to purchase shares thereunder shall cease on the tenth (10th) anniversary of the date such Option is granted, or on such date prior thereto as may be fixed by the Committee and stated in the Award Agreement relating to such Option. Notwithstanding the foregoing, the Committee may in its discretion, at any time prior to the expiration or termination of any Option, extend the term of any such Option for such additional period as the Committee in its discretion may determine; provided, however , that in no event shall the aggregate option period with respect to any Option, including the initial term of such Option and any extensions thereof, exceed ten (10) years.

7.6 Vesting . Each Award Agreement will specify the vesting schedule applicable to the Option granted thereunder. Notwithstanding the foregoing, the Committee may in its discretion provide that any vesting requirement or other such limitation on the exercise of an Option may be rescinded, modified or waived by the Committee, in its sole discretion, at any time and from time to time after the date of grant of such Option, so as to accelerate the time at which the Option may be exercised.

7.7 Exercise of Option .

(i) Procedure for Exercise .

(a) Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the respective Award Agreement. Unless the Committee provides otherwise: ( 1 ) no Option may be exercised during any leave of absence other than an approved personal or medical leave with an employment guarantee upon return; and ( 2 ) an Option shall continue to vest during any authorized leave of absence and such Option may be exercised to the extent vested and exercisable upon the Participant’s return to active employment status.

(b) An Option shall be deemed exercised when the Company, or its agent appointed pursuant to 5.2(ii) receives ( 1 ) written, electronic or verbal, to the extent expressly permitted by the third party or Company, notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option; ( 2 ) full payment for the Shares with respect to which the related Option is exercised; and ( 3 ) with respect to Non-qualified Stock Option, payment of all applicable withholding taxes.

(c) Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse.

(d) The Company shall issue (or cause to be issued) such Shares as soon as administratively practicable after the Option is exercised.

(ii) Rights as Shareholders . Unless provided otherwise by the Committee or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.

7.8 Form of Consideration . Unless provided otherwise in the Award Agreement, the following shall be deemed to be acceptable forms of consideration for exercising an Option:

(i) cash;

(ii) check or wire transfer (denominated in U.S. Dollars);

(iii) subject to any conditions or limitations established by the Committee in the applicable Award Agreement, other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv) subject to any conditions or limitations established by the Committee in the applicable Award Agreement, withholding of Shares deliverable upon exercise, which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(v) consideration received by the Company under a broker-assisted sale and remittance program, or “cashless” exercise/sale procedure;

(vi) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

(vii) any combination of the foregoing methods of payment.

7.9 Transferability. No Incentive Stock Option shall be assignable or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution. No Non-qualified Stock Option shall be assignable or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution; provided, however , that Non-qualified Stock Options may be transferred or assigned to (i) family members or entities (including trusts) established for the benefit of the Participant or the Participant’s family members or (ii) any other person, as permitted by applicable securities law. Any Option assigned or transferred pursuant to this Section 7.9 shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer; provided, however , than any Option transferred for value may not be exercised under any Registration Statement on Form S-8 and upon exercise of such transferred Option the holder would only be entitled to receive shares of restricted stock that have not been registered under the Securities Act of 1933.

8. Restricted Stock Award.

8.1 Grant of a Restricted Stock Award . Subject to the provisions of the Plan, the Committee may grant a Restricted Stock Award. Each grant of a Restricted Stock Award shall be evidenced by an Award Agreement in such form as the Committee shall from time to time approve.

8.2 Issue Date and Vesting Date . At the time of the grant of a Restricted Stock Award, the Committee shall establish an Issue Date(s) and a Vesting Date(s) with respect to such Restricted Stock Award. The Committee may divide a Restricted Stock Award into classes and assign a different Issue Date and/or Vesting Date for each class. Upon an Issue Date with respect to a share of a Restricted Stock Award, a share of a Restricted Stock Award shall be issued in accordance with the provisions of Section 8.4. Provided that all conditions to the vesting of a share of a Restricted Stock Award imposed pursuant to Section 8.3 are satisfied, upon the occurrence of the Vesting Date with respect to a share of Restricted Stock, such share of Restricted Stock shall vest.

8.3 Vesting . At the time of the grant of a Restricted Stock Award, the Committee may impose such restrictions or conditions, not inconsistent with the provisions hereof, to the vesting of such Restricted Stock as it, in its absolute discretion, deems appropriate. By way of example and not by way of limitation, the Committee may require, as a condition to the vesting of any class or classes of shares underlying a Restricted Stock Award, that the Participant or the Company achieve certain performance criteria, the

Class A Common Stock attain certain stock price or prices, or such other criteria to be specified by the Committee at the time of the grant of such Shares in the applicable Award Agreement.

8.4 Issuance of Certificates .

(i) Reasonably promptly after the Issue Date with respect to a Restricted Stock Award, the Company shall cause to be issued and delivered, either physically or electronically shares of Class A Common Stock, registered in the name of the Participant to whom such shares were granted; provided, that the Company shall not cause a physical stock certificate to be issued unless it has received a stock power duly endorsed in blank with respect to such shares. Each stock certificate representing unvested shares of Restricted Stock shall bear the following legend:

“ THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE SBA COMMUNICATIONS CORPORATION 2010 PERFORMANCE AND EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND SBA COMMUNICATIONS CORPORATION. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF SBA COMMUNICATIONS CORPORATION. SUCH LEGEND SHALL NOT BE REMOVED FROM THE CERTIFICATE EVIDENCING SUCH SHARES UNTIL SUCH SHARES VEST PURSUANT TO THE TERMS HEREOF.”

(ii) To the extent that the shares of Restricted Stock are delivered electronically, the Company may make such provisions as it deems necessary to ensure that each share of Restricted Stock is subject to the same terms and conditions as shares that are represented by a physical stock certificate. Each certificate issued pursuant to Section 8.4(i) hereof, together with the stock powers relating to the shares of Restricted Stock evidenced by such certificate, shall be deposited by the Company with a custodian designated by the Company. The Company shall cause such custodian to issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant.

8.5 Dividends and Splits . As a condition to the grant of an award of a Restricted Stock Award, the Committee may require or permit a Participant to elect that any cash dividends paid on a share of a Restricted Stock Award be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional awards under this Plan. Unless otherwise determined by the Committee, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock Award with respect to which such stock or other property has been distributed.

8.6 Consequences Upon Vesting . Upon the vesting of a share of a Restricted Stock Award pursuant to the terms hereof, the vesting restrictions shall cease to apply to such share. Reasonably promptly after a share of a Restricted Stock Award vests pursuant to the terms hereof, the Company shall cause to be issued and delivered to the Participant to whom such shares were granted, a either (i) a certificate evidencing such shares of Class A Common Stock or (ii) an electronic issuance evidencing such shares of Class A Common Stock, together with any other property of the Participant held by the custodian pursuant to Section 8.4 hereof; provided, however , that to the extent that the Participant is then subject to Stock Ownership Guidelines and that such shares are subject to transfer restrictions pursuant to such Stock Ownership Guidelines then such shares (i) shall be issued with a legend indicating that “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO TRANSFERABILITY RESTRICTIONS CONTAINED IN THE SBA COMMUNICATIONS CORPORATION STOCK OWNERSHIP GUIDELINES” or (ii) if delivered electronically, the Company may make such provisions as it deems necessary to ensure that each share of Class A Common Stock is subject to the same terms and conditions as shares that are represented by a physical stock certificate.

9. Restricted Stock Units.

9.1 Grant of Restricted Stock Units . Subject to the terms of the Plan, the Committee may grant awards of Restricted Stock Units or RSUs. An award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Committee may determine, subject to the provisions of this Plan. At the time an award of RSUs is made, the Committee shall establish a period of time during which the RSUs shall vest. Each grant of a RSU shall be evidenced by an Award Agreement in such form as the Committee shall from time to time approve.

9.2 Dividend Equivalent Accounts . If (and only if) required by the applicable Award Agreement, prior to the expiration of the applicable vesting period of an RSU, the Company shall pay dividend equivalent rights with respect to RSUs, in which case, the Company shall establish an account for the Participant and reflect in that account any securities, cash or other property comprising any dividend or property distribution with respect to the Class A Common Stock underlying each RSU. Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates. The Participant shall be paid the amounts or other property credited to such account upon vesting of the RSU.

9.3 Rights as a Shareholder . Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable Award Agreement, each Participant receiving RSUs shall have no rights as a shareholder with respect to such RSUs until such time as Class A Common Stock are issued to the Participant. Except as otherwise provided in the applicable Award Agreement, Class A Common Stock issuable under an RSU shall be treated as issued on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such Class A Common Stock on such date.

9.4 Consequences Upon Vesting . Reasonably promptly after the vesting of an RSU, the Company shall cause to be issued and delivered to the Participant to whom such shares were granted, either (i) a certificate evidencing such shares of Class A Common Stock or (ii) an electronic issuance evidencing such shares of Class A Common Stock, together with any other property of the Participant held by the custodian pursuant to Section 9.2 hereof; provided, however , that to the extent that the Participant is then subject to Stock Ownership Guidelines and that such shares are subject to transfer restrictions pursuant to such Stock Ownership Guidelines then such shares ( a ) shall be issued with a legend indicating that “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO TRANSFERABILITY RESTRICTIONS CONTAINED IN THE SBA COMMUNICATIONS CORPORATION STOCK OWNERSHIP GUIDELINES” or ( b ) if delivered electronically, the Company may make such provisions as it deems necessary to ensure that each share of Class A Common Stock is subject to the same terms and conditions as shares that are represented by a physical stock certificate.

10. Stock Appreciation Rights.

10.1 Grant of Stock Appreciation Rights . Subject to the terms of the Plan, any Option granted under the Plan may include a SAR, either at the time of grant or by amendment except that in the case of an Incentive Stock Option, such SAR shall be granted only at the time of grant of the related Option. The Committee may also award to Participants SARs independent of any Option. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose. Each grant of a SAR shall be evidenced by an Award Agreement in such form as the Committee shall from time to time approve.

10.2 Vesting . A SAR granted in connection with an Option shall become exercisable, be transferable and shall lapse according to the same vesting schedule, transferability and lapse rules that are established by

the Committee for the Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall lapse in accordance with a vesting schedule, transferability and lapse rules established by the Committee. Notwithstanding the above, a SAR shall not be exercisable by a person subject to Section 16(b) of the Exchange Act for at least six (6) months following the date the SAR is granted.

10.3 Failure to Exercise . If on the last day of the Option period (or in the case of a SAR independent of an Option, the SAR period established by the Committee), the Fair Market Value of the stock exceeds the exercise price, the Participant has not exercised the Option or SAR, and neither the Option nor the SAR has lapsed, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.

10.4 Payment . The amount of additional compensation which may be received pursuant to the award of one SAR is the excess, if any, of the Fair Market Value of one share of Class A Common Stock on the Appreciation Date over the exercise price, in the case of a SAR granted in connection with an Option, or the Fair Market Value of one (1) share of Class A Common Stock on the date the SAR is granted, in the case of a SAR granted independent of an Option. The Company shall pay such excess in cash, in shares of Class A Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash.

10.5 Designation of Appreciation Date . A Participant may designate an Appreciation Date at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to which the Appreciation Date relates, and the date on which such SARs were awarded. Such time or times determined by the Committee may take into account any applicable “window periods” required by Rule 16b-3 under the Exchange Act.

10.6 Expiration . Except as otherwise provided in the case of SARs granted in connection with Options, the SARs shall expire on a date designated by the Committee which is not later than ten (10) years after the date on which the SAR was awarded.

11. Stock Bonuses. Subject to the provisions of the Plan, the Committee may grant Stock Bonuses in such amounts as it shall determine from time to time. A Stock Bonus shall be paid at such time and subject to such conditions as the Committee shall determine at the time of the grant of such Stock Bonus. Shares of Class A Common Stock granted as a Stock Bonus shall be issued in certificated form or electronically and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is required to be paid.

12. Performance Awards

12.1 Grant of Performance Awards . Subject to the terms of the Plan, the Committee may grant Performance Awards to any officer or employee of the Company or its Subsidiaries. The provisions of Performance Awards need not be the same with respect to all Participants. A Performance Award may consist of a right that is (i) denominated in cash or Shares (including but not limited to Restricted Stock or Restricted Stock Units), (ii) valued, as determined by the Committee, in accordance with the achievement of one or more performance criteria as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine. Each grant of a Performance Award shall be evidenced by an Award Agreement in such form as the Committee shall from time to time approve.

12.2 Terms and Conditions .

(i) Each Performance Award shall contain provisions regarding ( a ) the target and maximum amount payable to the Participant, ( b ) the performance criteria and level of achievement versus these criteria

which shall determine the amount of such payment, ( c ) the period as to which performance shall be measured for establishing the amount of any payment, ( d ) the timing of any payment earned by virtue of performance, ( e ) restrictions on the alienation or transfer of the Performance Award prior to actual payment, ( f ) forfeiture provisions, and ( g ) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined from time to time by the Committee. In the event the Committee provides for dividends or dividend equivalents to be payable with respect to any Performance Awards denominated in Shares, actual payment of such dividends or dividend equivalents shall be conditioned upon the performance goals underlying the Performance Award being met.

(ii) The maximum amount payable under a Performance Award that is settled for cash may be a multiple of the target amount payable. However, the maximum number of shares subject to any Performance Award denominated in Shares granted in any fiscal year to a Participant shall be 500,000, subject to adjustment as provided in Section 16.1, and the maximum amount paid in respect of a Performance Award denominated in cash or value other than Shares on an annualized fiscal year basis with respect to any Participant shall be $2,500,000.

(iii) The Committee shall have the power to impose such other restrictions on Awards subject to this Section 12.2 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto. Notwithstanding any provision of the Plan to the contrary, the Committee shall not be authorized to increase the amount payable under any Award to which this Section 12 applies upon attainment of such pre-established formula.

12.3 Performance Criteria . The Committee shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under a Performance Award, which criteria may be based on financial performance and/or personal performance evaluations. The Committee may specify the percentage of the target Performance Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance criteria for any portion of a Performance Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure established by the Committee based on one or more Qualifying Performance Criteria selected by the Committee and specified in writing not later than ninety (90) days after the commencement of the performance period to which the performance goals relate (and, in the case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. The applicable performance measurement period may not be less than three (3) months nor more than ten (10) years.

12.4 Qualifying Performance Criteria . For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or a per share basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee in the Award: (i) cash flow, tower cash flow or equity free cash flow; (ii) earnings (including gross margin, EBITDA (earnings before interest, taxes, depreciation and amortization)); (iii) earnings per share; (iv) growth in earnings, cash flow, revenue, gross margin, operating expense or operating expense as a percentage of revenue; (v) stock price; (vi) return on equity or average shareholder equity; (vii) total shareholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit, net operating profit or controllable operating profit; (xv) operating margin or operating expense or operating expense as a percentage of revenue; (xvi) return

on operating revenue; (xvii) market share or customer indicators; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in shareholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (xxiii) succession plan development and implementation; (xxiv) acquisitions consummated; (xxv) improvement in productivity or workforce diversity; (xxvi) attainment of objective operating goals and employee metrics; (xxvii) economic value added; and (xxviii) any other similar criteria. These terms are used as applied under generally accepted accounting principles or in the financial reporting of the Company or of its Subsidiaries. To the extent consistent with Section 162(m) of the Code, the Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Committee provides otherwise at the time of establishing the targets; provided that the Committee may not make any adjustment to the extent it would adversely affect the qualification of any compensation payable under such performance targets as “performance-based compensation” under Section 162(m).

12.5 Timing and Form of Payment . The Committee shall determine the timing of payment of any Performance Award. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Participant to elect (in a manner consistent with Section 409A of the Code) for the payment of any Performance Award to be deferred to a specified date or event.

13. Other Stock-Based Awards

Awards of shares of Class A Common Stock, stock appreciation rights, phantom stock and other awards that are valued in whole or in part by reference to, or otherwise based on, Class A Common Stock, may also be made, from time to time, to Eligible Individuals as may be selected by the Committee. Such awards may be made alone or in addition to or in connection with any Option, Restricted Stock Unit or any other award granted hereunder. The Committee may determine the terms and conditions of any such award. Each award shall be evidenced by an Award Agreement that shall specify the number of shares of Class A Common Stock subject to the award, any consideration therefor, any vesting or performance requirements and such other terms and conditions as the Committee shall determine.

14. Effect of Termination of Service on Awards.

14.1 Termination of Employment . The Committee shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the Participant is not an employee of the Company or one of its Subsidiaries and provides other services to the Company or one of its Subsidiaries, the Committee shall be the sole judge for purposes of this Plan (unless a contract or the Award Agreement otherwise provides) of whether the Participant continues to render services to the Company or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

14.2 Termination of Employment Without Cause . Unless otherwise provided in an Award Agreement, upon the termination of the employment or other service of a Participant with the Company, a Subsidiary or Affiliate, other than by reason of Cause, death or Disability, any Option, RSU or SAR granted to such Participant which has vested as of the date upon which the termination occurs shall be exercisable for a period not to exceed ninety (90) days after such termination. Upon such termination, (i) the Participant’s unvested Options or SARs shall expire and the Participant shall have no further right to exercises such Options or SARs and (ii) any Restricted Stock or RSU that is subject to restrictions at the time of termination shall be forfeited and reacquired by the Company. Notwithstanding the provisions of this Section 14.2, the Committee may provide, by rule or regulation, in any Award Agreement, or in any individual case, in its sole discretion, that following the termination of employment or service of a Participant with the Company, a Subsidiary or Affiliate, other than a termination resulting from Cause, a

Participant may ( a ) exercise an Option, in whole or in part, at any time subsequent to such termination of employment or service and prior to termination of the Option pursuant to Section 7.6 above, either subject to or without regard to any vesting or other limitation on exercise imposed pursuant to the applicable Award Agreement and ( b ) any restrictions or forfeiture conditions relating to the vesting of a Restricted Stock Award or Restricted Stock Unit shall be waived in whole or in part in the event of such termination.

14.3 Termination of Employment for Cause . Upon termination of the employment or other service of a Participant with the Company, a Subsidiary or Affiliate, as the case may be, for Cause, (i) any Option or SAR granted to the Participant shall expire immediately and the Participant shall have no further right to exercise such Option or SAR, as the case may be and (ii) any Restricted Stock or RSU that is subject to restrictions at the time of termination shall be forfeited and reacquired by the Company. The Committee shall determine whether Cause exists for purposes of this Plan.

14.4 Termination of Employment by Disability or Death . Unless otherwise provided in an Award Agreement, if a Participant’s employment or service with the Company, the Subsidiary or Affiliate, as the case may be, terminates by reason of Disability or death, all outstanding Options and SARs held by the Participant at the time of death or Disability (the “Date of Termination by Death or Disability”) shall immediately vest and, (i) in the case of termination by Disability, the Participant, or (ii) in the case of termination by death, the Participant’s estate, the devisee named in the Participant’s valid last will and testament or the Participant’s heir at law who inherits the Option (whichever is applicable), has the right, at any time prior to the one year anniversary of the Date of Termination by Death or Disability to exercise, in whole or in part, any portion of the Options or SARs held by the Participant on the Date of Termination by Death or Disability. Unless otherwise provided in a Award Agreement, if a Participant’s employment or service with the Company, the Subsidiary or Affiliate, as the case may be, terminates by reason of Disability or death, any time-based restrictions applicable to any outstanding RSU or Restricted Stock shall be deemed waived. To the extent that any RSU or Restricted Stock is subject to forfeiture based upon the achievement of performance requirements, the Committee shall, ( a ) determine the extent to which such performance requirements have been met as of the Date of Termination by Death or Disability based upon such audited or unaudited financial information then available or other information as it deems relevant, and ( b ) cause to be paid to each Participant partial or full Awards with respect to such RSU or Restricted Stock based upon the Committee’s determination of the degree of attainment of the applicable performance requirements.

14.5 Events Not Deemed Terminations of Service . Unless the express policy of the Company or one of its Subsidiaries or Affiliates, as the case may be, or the Committee, otherwise provides, the employment relationship shall not be considered terminated in the case of ( i ) sick leave, ( ii ) military leave, or ( iii ) any other leave of absence authorized by the Company or one of its Subsidiaries, or the Committee; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than three (3) months. In the case of any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service, unless the Committee otherwise provides or Applicable Laws otherwise require. In no event shall an award be exercised after the expiration of the term set forth in the Award Agreement.

14.6 Effect of Change of Entity Status . Unless otherwise provided in an Award Agreement or by the Committee, in its sole and absolute discretion, on a case-by case basis, for purposes of this Plan and any Award, if an entity ceases to be a Subsidiary or Affiliate of the Company, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Individual in respect of such Subsidiary or Affiliate who does not continue as an Eligible Individual in respect of another entity within the Company or another Subsidiary or Affiliate that continues as such after giving effect to the transaction or other event giving rise to the change in status.

15. Awards to Independent Directors

15.1 Initial Grants of Options to Independent Directors . Each person who is initially elected to the Board after the Effective Date and who is an Independent Director at the time of such initial election shall automatically be granted Non-qualified Stock Options, Restricted Stock and/or Restricted Stock Units with an aggregate value as established by the Board from time to time; provided, however , that the number of shares of Class A Common Stock subject to any Non-qualified Stock Option, Restricted Stock or RSU awarded under this Section 15.1 shall be reduced by the number of shares of Class A Common Stock subject to any Option, Restricted Stock or RSU granted to an Independent Director pursuant to any other stock incentive plan maintained by the Company.

15.2 Annual Grants to Independent Directors . The Committee may make an annual grant of Non-qualified Stock Options, Restricted Stock and/or RSUs to all Independent Directors, in an amount to be determined by the Committee in its sole discretion and subject to the applicable limitations of the Plan; provided, however , that no Option, Restricted Stock, and/or RSU shall be granted to an Independent Director under this Section 15.2 during any year in which such Independent Director received an Award pursuant to Section 15.1.

15.3 Additional Awards to Independent Directors . In addition to any other grants made to Independent Directors under this Section 15.3, the Committee may from time to time grant Options, Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock Based Awards to any Independent Director, in its sole discretion, and subject to the applicable limitations of the Plan.

15.4 Exercise Price . The price per share of the shares subject to each Option or SAR granted to an Independent Director shall equal 100% of the Fair Market Value of a share of Class A Common Stock on the date the option is granted.

15.5 Vesting . Except as set forth in the Award Agreement, subject to the provisions of this Section 18, ( i ) any Option, SAR, Restricted Stock or RSU granted to an Independent Director pursuant to Section 15.1 shall vest and, in the case of Options or SARs, become exercisable, in cumulative annual installments of 20% each on the first, second, third, fourth and fifth anniversaries of the date the Award, ( ii ) any other Options, SARs, Restricted Stock or RSUs granted to an Independent Director pursuant to Section 15.2 or Section 15.3 shall vest and become exercisable in accordance with the terms set forth in the applicable Award Agreement, as determined by the Committee in its sole discretion; provided, however , any Option or SAR granted to an Independent Director may in the sole discretion of the Committee vest and become immediately exercisable and any Restricted Stock or RSU which were granted pursuant to time-based restrictions may have such restrictions waived upon the retirement of the Independent Director in accordance with the Company’s retirement policy applicable to directors.

15.6 . Vesting of Restricted Stock or Restricted Stock Units . Reasonably promptly after the vesting of a Restricted Stock Award or a RSU, the Company shall cause to be issued and delivered, either physically or electronically, to the Independent Director to whom such shares were granted, either (i) a certificate evidencing such shares of Class A Common Stock or (ii) an electronic issuance evidencing such shares of Class A Common Stock; provided, however , that to the extent that the Independent Director is then subject to Stock Ownership Guidelines and that such shares are subject to transfer restrictions pursuant to such Stock Ownership Guidelines then such shares ( a ) shall be issued with a legend indicating that “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE SBA COMMUNICATIONS CORPORATION STOCK OWNERSHIP GUIDELINES” or ( b ) if delivered electronically, the Company may make such provisions as it deems necessary to ensure that each share of Class A Common Stock is subject to the same terms and conditions as shares that are represented by a physical stock certificate.

15.7 Term . Unless otherwise provided in the applicable Award Agreement, the term of any Non-qualified Stock Option, SAR, or RSU granted to an Independent Director shall be ten (10) years from the date the Option is granted.

15.8 Effect of Termination of Service . Upon a termination of the Independent Director’s services with the Company for any reason, any unvested Option or SAR shall immediately expire and any Restricted Stock or RSU that is subject to restrictions at the time of termination shall be forfeited and reacquired by the Company. Vested portions of any Options granted to an Independent Director are exercisable until the first to occur of the following events:

(i) the expiration of twelve (12) months from the date of the Independent Director’s death or a termination of the Independent Director’s services with the Company by reason of a Disability;

(ii) the expiration of three (3) months from the date the Independent Director’s services with the Company are terminated for any reason other than death or Disability; or

(iii) the expiration of ten (10) years from the date the Option was granted.

16. Recapitalization, Change In Control And Other Corporate Events

16.1 Recapitalization . If the outstanding shares of Class A Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, or reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock of the Company or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, a corresponding appropriate and proportionate adjustment shall be made by the Committee (i) in the aggregate number and kind of shares of Class A Common Stock available under the Plan, (ii) in the number and kind of shares of Class A Common Stock issuable upon exercise or vesting of an outstanding Award or upon termination of the Restriction Period applicable to a Restricted Stock Unit granted under the Plan, and (iii) in the exercise price per share of outstanding Options granted under the Plan.

16.2 Reorganization . Unless otherwise provided in an Award Agreement, in the event of a Reorganization of the Company, the Committee may, in its sole and absolute discretion, provide on a case-by-case basis that some or all outstanding Awards shall become immediately exercisable, vested or entitled to payment. In the event of a Reorganization of the Company the Committee may, in its sole and absolute discretion, provide on a case-by-case basis that Options shall terminate upon the Reorganization, provided however, that Optionee shall have the right, immediately prior to the occurrence of such Reorganization and during such reasonable period as the Committee in its sole discretion shall determine and designate, to exercise any vested Option in whole or in part. In the event that the Committee does not terminate an Option upon a Reorganization of the Company then each outstanding Option shall upon exercise thereafter entitle the holder thereof to such number of shares of Class A Common Stock or other securities or property to which a holder of shares of Class A Common Stock would have been entitled to upon such Reorganization.

16.3 Change in Control .

(i) Awards Other Than Performance Awards . With respect to any Award, other than a Performance Award, in connection with a Change in Control, the Board or Committee may, in its discretion, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, ( a ) provide for the assumption or substitution of, or adjustment to, each outstanding Award , ( b ) accelerate the vesting of Awards and terminate any restrictions on Awards , and/or ( c ) provide for the cancellation of Awards for a cash payment per share/unit in an amount based on Fair Market Value of the Award with reference to the Change in Control, which amount may be zero

(0) if applicable . Notwithstanding the foregoing, with respect to Awards granted to a Participant who is an officer of the Company (each, a n “Officer Participant”), the acceleration of vesting and termination of any restrictions shall only be provided for, if at all, with respect to such Awards, in the event that the Officer Participant’s employment with the Company (or it s successor) is terminated either by the Company (or its successor) without Cause or by the Officer Participant for Good Reason (x ) within six months prior to the date on which a Change in Control occurs and it is reasonably demonstrated that such termination of employment by the Company without Cause or by the Officer Participant for Good Reason was in contemplation of the Ch ange in Control, or (y ) within twelve (12) months after the date of a Change in Control of the Company.

(ii) Performance Awards. In the event of a Change in Control, ( a ) any outstanding Performance Awards relating to Performance Periods ending prior to the Change in Control which have been earned but not paid shall become immediately payable, ( b ) all incomplete Performance Periods in effect on the date the Change in Control occurs shall end on the date of such change, and the Committee shall, ( 1 ) determine the extent to which Qualifying Performance Criteria with respect to each such Performance Period have been met based upon such audited or unaudited financial information then available as it deems relevant, ( 2 ) cause to be paid to each Participant partial or full Awards with respect to Qualifying Performance Criteria for each such Performance Period based upon the Committee’s determination of the degree of attainment of Qualifying Performance Criteria, and ( c ) the Company shall pay all such Performance Awards in cash promptly.

16.4 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participant’s rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

16.5 Adjustments . Adjustments under this Section 16 related to stock or securities of the Company shall be made by the Committee whose determination in that respect shall be final, binding, and conclusive. No fractional shares of Class A Common Stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share or unit.

16.6 No Limitations . The grant of an Award pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

17. Provisions Applicable To Covered Employees

17.1 Awards . Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to a Covered Employee. The Committee, in its discretion, may determine whether an Award is to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code. To the extent necessary to comply with the performance-based compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted pursuant to the Plan which may be granted to one or more Covered Employees, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code ) , the Committee shall, in writing, (i) designate one or more Covered Employees, (ii) select the Qualifying Performance Criteria applicable to the fiscal year or other designated fiscal period or period of service, (iii) establish the various performance targets, in terms of an objective formula or standard, and amounts of such Awards, as applicable, which may be earned for such fiscal year or other designated fiscal period or period of service and (iv) specify the relationship between

Qualifying Performance Criteria and the performance targets and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such fiscal year or other designated fiscal period or period of service. Following the completion of each fiscal year or other designated fiscal period or period of service, the Committee shall certify in writing whether the applicable performance targets have been achieved for such fiscal year or other designated fiscal period or period of service. In determining the amount earned by a Covered Employee, the Committee shall have the right to reduce (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the fiscal year or other designated fiscal period or period of service.

17.2 Limitations . Furthermore, notwithstanding any other provision of the Plan or any Award which granted to a Covered Employee and is intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.

18. Ownership and Transfer Restrictions

The Committee, in its sole discretion, may impose such restrictions on the ownership and transferability of shares received pursuant to any Award at it deems appropriate, including any restrictions as may be imposed pursuant to the Company’s Stock Ownership Guidelines or Insider Trading Policy. Any such restriction shall be set forth in the respective Award Agreement and may be referred to on the certificates evidencing such shares. The holder shall give the Company prompt notice of any disposition of shares of Class A Common Stock acquired by exercise of an Incentive Stock Option within ( i ) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such holder or ( ii ) one year after the transfer of such shares to such holder.

19. Limitations on Re-Pricing and Exchange of Options and SARs

The approval by a majority of the votes present and entitled to vote at a duly held meeting of the shareholders of the Company at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the matter, or by written consent in accordance with applicable state law and the Articles of Incorporation and Bylaws of the Company shall be required prior to the Committee effecting any of the following: (i) re-pricing of any Option or SAR granted under the Plan by canceling and regranting Options or SARs or by lowering the exercise price, except for adjustments pursuant to Section 16.1 hereof, (ii) conducting a cash buyout of any underwater Options or SARs, (iii) replacing an underwater Option or SAR with another Award, or (iv) taking any other action that would be treated as a repricing under generally accepted accounting principles. For purposes of this Section 19, Options and SARs will be deemed to be “underwater” at any time when the Fair Market Value of the Class A Common Stock is less than the exercise price of the Option or SAR.

20. Disclaimer of Rights.

No provision in the Plan, any Award granted or any Award Agreement entered into pursuant to the Plan shall be construed to confer upon any individual the right to remain in the employ of the Company or to interfere in any way with the right and authority of the Company either to increase or decrease the compensation of any individual, including any Participant, at any time, or to terminate any employment or other relationship between any individual and the Company. A holder of an Award shall not be deemed for any purpose to be shareholder of the Company with respect to such Award except to the extent that such Award shall have been exercised with respect thereto and, in addition, a stock certificate shall have

been issued theretofore and delivered to the holder, or except as expressly provided by the Committee in writing. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 16 hereof.

21. Nonexclusivity of the Plan . The adoption of the Plan shall not be construed as creating any limitations upon the right and authority of the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or individuals) as the Committee in its discretion determines desirable, including, without limitation, the granting of stock options or stock appreciation rights other than under the Plan.

22. Securities Matters

22.1 Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing the Class A Common Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authority and the requirements of any securities exchange on which Class A Common Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing Class A Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. To the extent that there is not an effective registration statement available for the issuance of shares of Class A Common Stock upon the vesting of a RSU or the exercise of an Option, the Company may, in its sole discretion, deliver shares that are subject to additional transferability restrictions pursuant to the Securities Act of 1933, as amended and may make such provisions as it deems necessary to ensure compliance by the Participant with such restrictions.

22.2 The exercise of any Option granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Class A Common Stock pursuant to such exercise is in compliance with all Applicable Laws, regulations of governmental authority and the requirements of any securities exchange on which Class A Common Stock are traded. The Company may, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder in order to allow the issuance of Class A Common Stock pursuant thereto to be made pursuant to registration or an exemption from the registration or other methods for compliance available under federal or state securities laws. The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option granted hereunder. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

22.3 With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 of the Exchange Act or its successors under the Exchange Act. To the extent any provision of the Plan, the grant of an award, or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

23. Withholding Obligation. The Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option or SAR, the vesting of any Restricted Stock or RSU or the grant of Class A Common Stock pursuant to an Award. The Award Agreement may provide, subject to any limitations set forth therein, that the following forms of consideration may be used in by the Participant for payment of any withholding due: cash or check, other Shares which have a Fair

Market Value on the date of surrender equal to the amount of withholding due; withholding of Shares deliverable upon exercise or vesting, which have a Fair Market Value on the date of surrender equal to the amount of withholding due; consideration received by the Company under a broker-assisted sale and remittance program, or “cashless” exercise/sale procedure, acceptable to the Committee; such other consideration and method of payment for the withholding due to the extent permitted by applicable laws; or any combination of the foregoing methods of payment.

24. Plan Construction.

24.1 Rule 16b-3 . Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. Notwithstanding the foregoing, the Company shall have no liability to any Participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.

24.2 Section 162(m) . Awards under Section 12 that are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Qualifying Performance Criteria that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Company that (to the extent the Company or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and any other Performance Awards under Section 12 that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).

24.3 Code Section 409A Compliance . The Board intends that, except as may be otherwise determined by the Committee, any awards under the Plan are either exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Committee determines that an award, Award Agreement, acceleration, adjustment to the terms of an award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant’s award to become subject to Section 409A, unless the Committee expressly determines otherwise, such award, Award Agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or Award Agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Committee without the content or notice to the Participant.

24.4 No Guarantee of Favorable Tax Treatment . Although the Company intends that awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest or penalties the Participant might owe as a result of the grant, holding, vesting, exercise or payment of any award under the Plan.

25. Amendment And Termination of the Plan

25.1 Board Authorization . The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.

25.2 Shareholder Approval . To the extent then required by Applicable Laws or any applicable listing agency or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.

25.3 Amendments to Awards . Without limiting any other express authority of the Committee under (but subject to) the express limits of this Plan, the Committee by agreement or resolution may waive conditions of, or limitations on, awards to Participants that the Committee in the prior exercise of its discretion has imposed, without the consent of a Participant, and, subject to the requirements of Sections 5 and 25.4, may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing, exchange or repurchase of an underwater Option or SAR as contemplated by Section 19 of the Plan is subject to the limitations set forth therein.

25.4 Limitations on Amendments to Plan and Awards . No amendment, suspension or termination of this Plan or change of or affecting any outstanding award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Company under any award granted under this Plan prior to the effective date of such change.

25.5 Suspension or Termination of Award . In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or the Award Agreement executed by such Participant evidencing an award, unless such failure is remedied by such Participant within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such award, in whole or in part, as the Committee may determine.

26. Notices

Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to its principal place of business, attention: Stock Option Administrator, and if to the Participant, to the address of the Participant as appearing on the records of the Company.

27. Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Company.

Awards may be granted to Eligible Individuals in substitution for or in connection with an assumption of Options, SARs, a Restricted Stock Award or other stock-based awards granted by other entities to persons who are or who will become Eligible Individuals in respect of the Company or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Class A Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition or

similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan. Any adjustment, substitution or assumption made pursuant to this Section 27 shall be made in a manner that, in the good faith determination of the Committee, will not likely result in the imposition of additional taxes or interest under Section 409A of the Code.

28. Governing Law; Severability

28.1 Violations of Law . The Company shall not be required to sell or issue any shares of Class A Common Stock under any Award if the sale or issuance of such shares would constitute a violation by the individual holding the Award, the Participant or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company shall not be obligated to take any affirmative action in order to cause the exercisability or vesting of an Option, the exercise of an Option or the issuance of shares pursuant to the exercise of an Option or expiration of a Restriction Period to comply with any law or regulation of any governmental authority.

28.2 Governing Law . This Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to conflicts of laws thereof.

28.3 Severability . If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.


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)


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)


Large accelerated filer	☒	Accelerated filer	☐

Non-Accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐



		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016	1
	Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2017 and 2016	2
	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2017 and 2016	3
	Consolidated Statement of Shareholders’ Deficit (unaudited) for the six months ended June 30, 2017	4
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2017 and 2016	5
	Condensed Notes to Consolidated Financial Statements (unaudited)	7
Item 2 .	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
I tem 3 .	Quantitative and Qualitative Disclosures About Market Risk	42
I tem 4 .	Controls and Procedures	44

PART II – OTHER INFORMATION
Item 2 .	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 6 .	Exhibits	45


SIGNATURES		46


Date: August 4 , 201 7	By:	/s/ Jeffrey A. Stoops
	Name:	Jeffrey A. Stoops
	Title:	Chief Executive Officer

Date: August 4 , 2017	By:	/s/ Brendan T. Cavanagh
	Name:	Brendan T. Cavanagh
	Title:	Chief Financial Officer