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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-K

__________________________

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

For the fiscal year ended December 31, ~~2018~~2019

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

For the transition period from to

Commission File Number 333-187970

__________________________

CC HOLDINGS GS V LLC

(Exact name of registrant as specified in its charter)

__________________________

Delaware		20-4300339
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
1220 Augusta Drive, Suite 600, Houston Texas 77057-2261
(Address of principal executive offices) (Zip Code)

1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261

(Address of principal executive offices) (Zip Code)

(713) 570-3000

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: NONE.

Securities Registered Pursuant to Section 12(g) of the Act: NONE.

______________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

~~Indicated~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o

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

Explanatory Note: The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; however, the registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the registrant been subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o☐ Emerging growth company o☐

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

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

As of December 31, ~~2018~~2019, the only member of the registrant is a wholly- owned indirect subsidiary of Crown Castle International Corp.

Documents Incorporated by Reference: NONE.

The registrant is a wholly- owned indirect subsidiary of Crown Castle International Corp. and meets the conditions set forth in General Instructions (I)(1)(a) and (b) for Form 10-K and is therefore filing this form with the reduced disclosure format.

CC HOLDINGS GS V LLC

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	1011
Item 2.	Properties	1011
Item 3.	Legal Proceedings	1011
Item 4.	Mine Safety Disclosures	1011
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1112
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 6.	Selected Financial Data	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 8.	Financial Statements and Supplementary Data	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	37
Item 8.	Financial Statements and Supplementary Data	23
Item 9A.	Controls and Procedures	37
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	56
Item 9B.	Other Information	38
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	58
	PART III
Item 14.	Principal Accounting Fees and Services	3860
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	3861
Item 16.	Form 10-K Summary	4062
Signatures		4163

Cautionary Language Regarding Forward-Looking Statements

This Annual Report on Form 10-K for the year ended December 31, 2019 ("Form 10-K") contains forward-looking statements that are based on management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," and any variations of these words, and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Item 1. Business," "Item 3. Legal Proceedings," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A"), and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) expectations regarding anticipated growth in the wireless industry, ~~carriers'~~and ~~investments~~consumption inof ~~their networks, tenant additions~~ and demand for wireless data and our communications infrastructure (as defined below), including factors driving consumption and demand, (2) expectations regarding non-renewals of tenant contracts (including the impact of our tenants' decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks (collectively, "Acquired Networks")), (3) expectations regarding our communications infrastructure and the potential benefits that may be derived therefrom, (4) the strength of the U.S. market for communications infrastructure, (5) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments, including capital expenditures limitations created as a result of being a wholly- owned indirect subsidiary of Crown Castle International Corp. ("CCIC" or "Crown Castle") and reliance on strategic decisions made by CCIC management that enable such discretionary investments, (6) potential benefits of our discretionary investments, (7) ~~our~~expected ~~full~~benefits ~~year~~of ~~2019~~future ~~outlook~~potential ~~and~~spectrum ~~the anticipated changes in our financial results~~auctions, ~~including~~(8) ~~future~~competitive ~~revenues~~factors ~~and~~affecting ~~operating~~our ~~cash flows~~business, (89) expectations regarding our capital structure and the credit markets, our availability and cost of capital, or our ability to service our debt and comply with debt covenants, (910) expectations for sustaining capital expenditures, (1011) expectations related to CCIC's ability to remain qualified as a real estate investment trust ("REIT") and the advantages, benefits or impact of, or opportunities created by the inclusion of our assets and operations in CCIC's REIT, ~~and~~ (1112) expectations related to the impact of tenant consolidation or ownership changes, including the ~~potential~~impact ~~combination~~ of the merger between T-Mobile and Sprint., (13) the potential effects of the restatement of our previously issued consolidated financial statements, including the Historical Adjustments (as defined below) related thereto (14) expectations regarding our remediation efforts related to a material weakness in our internal control over financial reporting

and (15) the potential impact of novel coronavirus (COVID-19) on our business.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

AsOur ~~used~~filings ~~herein,~~with the ~~term~~SEC ~~"including,"~~are ~~and~~available ~~any~~through ~~variation~~the ~~thereof,~~SEC ~~means~~website ~~"including~~at ~~without limitation~~www.~~" The~~sec.gov ~~use~~or ofthrough ~~the~~CCIC's ~~word~~investor ~~"or"~~relations ~~herein~~website isat ~~not exclusive~~investor.crowncastle.com. ~~Unless~~CCIC ~~this~~uses ~~Form~~its ~~10-K~~investor ~~indicates~~relations ~~otherwise~~website orto ~~the~~disclose ~~context~~information ~~otherwise~~about ~~requires,~~CCIC ~~the~~and ~~terms,~~us ~~"we,"~~that ~~"our,"~~may ~~"our~~be ~~company,"~~deemed ~~"the~~to ~~company,"~~be ormaterial. ~~"us"~~We asencourage ~~used~~investors, inthe ~~this~~media ~~Form~~and ~~10-K~~others ~~refer~~interested to CCvisit ~~Holdings~~CCIC's GSinvestor Vrelations ~~LLC~~website ~~("CCL")~~from ~~and~~time ~~its~~to ~~consolidated~~time ~~wholly-owned~~to ~~subsidiaries~~review ~~(collectively,~~up-to-date ~~"Company").~~information ~~The~~or ~~Company~~to issign aup ~~wholly~~for e-~~owned~~mail ~~subsidiary~~alerts ofto ~~Global~~be ~~Signal~~notified ~~Operating~~when ~~Partnership,~~new ~~L.P.~~or ~~("GSOP"),~~updated ~~which~~information is anposted ~~indirect~~on ~~subsidiary~~the ~~of CCIC~~site.

Interpretation

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," or "us" as used in this Form 10-K refer to CC Holdings GS V LLC ("CCL") and its consolidated wholly owned subsidiaries (collectively, "Company"). The Company is a wholly owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of CCIC.

Explanatory Note

General

In connection with the filing of its Form 10-K, CCIC corrected certain historical errors related to the timing of revenue recognition for its tower installation services. Specifically, CCIC determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under generally accepted accounting principles in the U.S. ("GAAP"). Instead, a portion of the transaction price for CCIC's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represents a lease component for GAAP purposes and should be recognized by CCIC as site rental revenues on a ratable basis over the associated estimated lease term.

CCIC, through its wholly owned subsidiary, offers certain installation and other construction-related services to tenants on the towers owned by CCIC's subsidiaries (including to tenants on our towers). That business is separate from our operations, and we (1) are not parties to such transactions and (2) do not receive any cash associated with such transactions. However, when CCIC is engaged by, and performs an installation or other activity for, a tenant that is locating or located on our towers, and such transaction results in (1) enhancing our tower in connection with a new tenant installing equipment on the tower for the first time or as part of subsequent equipment augmentations or (2) modifying the structure of a tower to accommodate the additional tenant, we record any permanent improvement that is made on our tower site as a fixed asset. Historically, in connection with recording such permanent improvements as fixed assets on our financial statements, we would also record a corresponding amount as a capital contribution from CCIC.

We have determined that, despite us not receiving any cash, an amount equal to the lease component as a result of such installation and other construction-related services should be recorded on our consolidated financial statements as deferred revenue, and then amortized as revenues on a ratable basis over the length of the tenants’ associated estimated lease term.

Due to this determination, on March 24, 2020, our Board of Directors, after considering the recommendation of management and after discussion with our independent registered public accounting firm, PricewaterhouseCoopers LLP, concluded that the following previously issued financial statements should no longer be relied upon: (1) our audited consolidated financial statements and related disclosures for years ended December 31, 2016 through and including 2018, and (2) each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during 2018 and for the first three quarters of fiscal year 2019. As a result, we have restated our financial statements for the years ended December 31, 2018 and 2017, and quarterly unaudited financial information for the quarterly and year-to-date periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019. The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Member's equity" as of January 1, 2017.

In addition to the determination discussed above, we have also determined that errors existed related to our accounting for obligations to perform asset retirement activities pursuant to our ground lease and easement agreements. Specifically, we should not have recorded asset retirement obligations for our Sprint Sites defined below, as the associated estimated retirement would occur beyond the period for which we have a contract term to these sites.

Items Restated in This Filing

For ease of reference, this Annual Report on Form 10-K restates historical information in the following sections:

•Part II, Item 6. Selected Financial Data

•Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

•Part II, Item 8. Financial Statements and Supplementary Data

•Part IV, Item 15. Exhibits, Financial Statement Schedules

Impact of Restatement

The restatement of previously issued consolidated financial statements increased our reported net income by approximately $46 million for the year ended December 31, 2018 and by approximately $41 million for the year ended December 31, 2017. The cumulative impact of the errors for all previously issued financial statements for the periods through September 30, 2019 was an increase in reported net income of approximately $256 million and a decrease in Member's equity of $223 million. We refer to the adjustments to correct the historical errors described above as the "Restatement Adjustments." In addition to the Restatement Adjustments, we have also made other adjustments to the financial statements referenced above to correct errors that were not material to our consolidated financial statements. Such immaterial adjustments are related to a revision in the presentation of certain tower installation activities from a gross basis to a net basis, including the associated removal of certain amounts historically categorized as capital expenditures. Collectively, we refer to the Restatement Adjustments and other adjustments as "Historical Adjustments."

Note 2 to our consolidated financial statements illustrates the impact of the Historical Adjustments to our consolidated financial statements for the years ended December 31, 2018 and 2017. For information on the restatement for years prior to 2017, see "Item 6. Selected Financial Data" in this Form 10-K.

The restated quarterly unaudited financial information for the quarters and year-to-date periods described above is included in note 14 to our consolidated financial statements within this Form 10-K. As such, we have not amended, and do not intend to amend, previously filed Quarterly Reports on Form 10-Q.

Internal Control Considerations

Management determined that the restatement of our previously issued financial statements as described above indicates the existence of a material weakness in our internal control over financial reporting and that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2019. Management has created a plan of remediation to address the material weakness. See Item 9A in this Form 10-K for a further discussion of the material weakness in our internal control over financial reporting and plan of remediation.

PART I

Item 1. Business

Overview

We are an indirect, wholly- owned subsidiary of CCIC, which is one of the largest owners and operators in the United States ("U.S.") of shared communications infrastructure, including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. As of December 31, ~~2018~~2019, CCIC and its subsidiaries collectively owned, leased or managed approximately (1) ~~approximately~~ 40,000 towers and (2) ~~approximately 65~~80,000 route miles of fiber in the U.S., including Puerto Rico.

Our core business is providing access, including space or capacity, to certain communications infrastructure sites ("sites") via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "tenant contracts"). Our existing customers on our ~~communications~~sites ~~infrastructure~~ are referred to herein as "tenants." We seek to increase our site rental revenues through tenant additions or modifications of existing tenant installations (collectively, "tenant additions") on our sites, which we expect to result in significant incremental cash flows due to our low incremental operating costs. Our operating costs generally tend to escalate at approximately the rate of inflation and are not typically influenced by tenant additions.

Below is certain information concerning our business and organizational structure:


•	We own, lease and manage approximately 7,600 sites.

• Approximately 6263% and 7778% of our sites are located in the 50 and 100 largest basic trading areas ("BTAs"), respectively.


•	Approximately 68% of our sites are leased or subleased or operated and managed ("Sprint Sites") pursuant to 32-year master leases (expiring in May 2037) ("Sprint Master Leases") or other agreements with subsidiaries of Sprint.

• The contracts for land interests under our towers have an average total remaining life ~~(calculated~~of byapproximately ~~weighting~~27 ~~the~~years ~~remaining~~(including ~~term~~all ~~for~~renewal ~~each~~terms ~~contract~~exercisable byat ~~its~~our ~~percentage~~option), ofweighted ~~our~~based ~~total~~on site rental revenues~~) of approximately 25 years~~.


•	Our subsidiaries (other than Crown Castle GS III Corp.) are organized specifically to own, lease and manage certain communications infrastructure, such as sites or other structures, and have no employees.


•	Management services, including those functions reasonably necessary to maintain, market, operate, manage, or administer the sites, are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of CCIC, under a management agreement ("Management Agreement"). The management fee under the Management Agreement is equal to 7.5% of our "Operating Revenues," as defined in the Management Agreement.


•	For U.S. federal income tax purposes, our assets and operations are included in CCIC's REIT.

◦ The Tax Cuts and Jobs Act, ~~enacted~~which was signed into law in ~~2018~~2017 ("Tax Reform Act"), made substantial changes to the Internal Revenue Code of 1986, as amended ("Code"). Among the many ~~corporate~~ changes impacting corporations are a significant reduction in the corporate income tax rate, the repeal of the corporate alternative minimum tax for years beginning in 2018 and limitations on the deductibility onof interest expense. In addition, under the Tax Reform Act, qualified REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus CCIC's non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from CCIC. Without further legislative action, the 20% deduction applicable to qualified REIT dividends will expire on January 1, 2026. The Tax Reform Act has not had a material impact on the Company.

Certain information concerning our tenants and ~~site~~tenant ~~rental~~ contracts is as follows:

• Our largest tenants include Sprint, AT&T, T-Mobile and Verizon Wireless, which collectively accounted for 8990% of our ~~2018~~2019 site rental revenues.

• The vast majority of our site rental revenues are of a recurring nature and are subject to long-term tenant contracts with our tenants.

• Our site rental revenues typically result from long-term tenant contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods ~~at the option~~ of ~~the tenant of~~ five to ten years each, exercisable at the option of the tenants, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price.

• Exclusive of renewals exercisable at the tenants' option, our tenant contracts have a weighted-average remaining life of approximately six years and represent $4.34 billion of expected future cash inflows.

See "Item 7. MD&A—General Overview" for a further discussion of our business fundamentals.

Available Information

CCIC maintains a website at www.crowncastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended) ("Exchange Act") and other information about us are made available, free of charge, through the investor relations section of CCIC's website at http://investor.crowncastle.com or at the SEC's website at http://www.sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Item 1A. Risk Factors

You should carefully consider all of the risks ~~discussed~~described below, as well as the other information contained in this document when evaluating our business.

Our business depends on the demand for our ~~communications infrastructure~~sites, driven primarily by demand for wireless data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our ~~communications infrastructure~~sites).

Tenant demand for our ~~communications~~sites ~~infrastructure~~ depends on the demand for wireless data ~~from their tenants~~. ~~The~~Additionally, the willingness of our tenants to utilize our ~~communications infrastructure~~sites, or renew or extend existing tenant contracts on our ~~communications infrastructure~~sites, is affected by numerous factors, including:

•~~consumers'~~ ~~demand~~availability ~~for~~or ~~wireless~~capacity ~~data~~of our sites or associated land interests;

•~~availability~~ orlocation ~~capacity~~ of our ~~communications infrastructure or associated land interests~~sites;

•~~location~~ financial condition of our ~~communications~~tenants, ~~infrastructure~~including their profitability and availability or cost of capital;

•financial condition of our tenants, including their profitability and availability or cost of capital;


•	willingness of our tenants to maintain or increase their network investment or changes in their capital allocation strategy;


•	availability and cost of spectrum for commercial use;

• increased use of network sharing, roaming, joint development, or resale agreements by our tenants;

• mergers or consolidations by and among our tenants;

• changes in, or success of, our tenants' business models;


•	governmental regulations and initiatives, including local or state restrictions on the proliferation of communications infrastructure;

• cost of constructing ~~communications infrastructure~~sites;

• our market competition;

• technological changes including those (1) affecting the number or type of communications infrastructure needed to provide wireless data to a given geographic area or which may otherwise serve as a substitute or alternative to our ~~communications~~sites ~~infrastructure~~ or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; and

• our ability to efficiently satisfy our tenants' service requirements.

A slowdown in demand for wireless data or our ~~communications~~sites ~~infrastructure~~ may negatively impact our growth or otherwise have a material adverse effect on us. If our tenants or potential tenants are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or the demand for our ~~communications infrastructure~~sites.

The amount, timing and mix of our tenants' network investment is variable and can be significantly impacted by the various matters described in these risk factors. Changes in ~~carrier~~tenant network investment typically impact the demand for our ~~communications infrastructure~~sites. As a result, changes in ~~carrier~~tenant plans such as delays in the implementation of new systems, new and emerging technologies (including small cells), or plans to expand coverage or capacity may reduce demand for our ~~communications infrastructure~~sites. Furthermore, the wireless industry could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for wireless data or general economic conditions. There can be no assurances that weakness or uncertainty in the economic environment will not adversely impact the wireless industry, which may materially and adversely affect our business, including by reducing demand for our sites. In addition, a slowdown may increase competition for site rental tenants. Such an industry slowdown or a reduction in tenant network investment may materially and adversely affect our business.

~~and~~A ~~adversely~~substantial ~~affect~~portion ~~our~~of ~~business, including by reducing demand for~~ our ~~communications~~revenues ~~infrastructure.~~is Inderived ~~addition,~~from a ~~slowdown~~small ~~may~~number ~~increase~~of ~~competition for site rental~~ tenants., ~~Such~~and anthe ~~industry~~loss, ~~slowdown~~consolidation, or afinancial ~~reduction~~instability inof ~~tenant~~any ~~network~~of ~~investment~~such tenants may materially ~~and~~decrease ~~adversely~~revenues ~~affect~~or reduce demand for our ~~business~~sites.

AFor ~~substantial~~the ~~portion~~year ofended ~~our revenues is derived from a small number of tenants~~December 31, ~~and the loss~~2019, ~~consolidation,~~our orsite ~~financial~~rental ~~instability of any of such tenants may materially decrease~~ revenues orby ~~reduce~~tenant ~~demand~~were ~~for~~as ~~our communications infrastructure.~~follows:

~~For~~Our ~~the~~four ~~year~~largest ~~ended~~tenants ~~December~~are T-Mobile, AT&T, Verizon Wireless and Sprint. The loss of any one of our largest tenants as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our tenants, or otherwise may result in (1) 31a material decrease in our revenues, ~~2018~~(2) uncollectible account receivables, (3) an impairment of our deferred site rental ~~revenues~~receivables, bysite assets, or intangible assets, or (4) other adverse effects to our business. We cannot guarantee that tenant ~~were~~contracts aswith ~~follows:~~our largest tenants will not be terminated or that these tenants will renew their tenant contracts with us. In addition to our four largest tenants, we also derive a portion of our revenues and anticipated future growth from new entrants offering or contemplating offering wireless services. Such tenants may be smaller or have less financial resources than our four largest tenants, may have business models which may not be successful, or may require additional capital.

~~The~~Consolidation ~~loss~~among ~~of any one of~~ our ~~large~~ tenants aswill alikely result ofin ~~consolidation,~~duplicate ~~merger,~~or ~~bankruptcy,~~overlapping ~~insolvency,~~parts ~~network~~of ~~sharing~~networks, ~~roaming~~for example, ~~joint~~where ~~development,~~they ~~resale~~are ~~agreements~~co-residents byon ~~our~~a ~~tenants~~tower, orwhich ~~otherwise~~ may result in ~~(1) a~~the ~~material~~termination, ~~decrease~~non-renewal inor ~~our~~re-negotiation ~~revenues,~~of ~~(2) uncollectible~~tenant ~~account~~contracts ~~receivables,~~and ~~(3) an~~negatively ~~impairment~~impact ofrevenues from our ~~deferred~~sites. ~~site~~Due ~~rental~~to ~~receivables,~~the ~~communications~~long-term ~~infrastructure~~nature ~~assets,~~of ~~intangible~~our ~~assets~~tenant contracts, orwe ~~(4) other~~expect ~~adverse~~that ~~effects~~the toimpact of our ~~business.~~site Werental ~~cannot~~revenues ~~guarantee~~from ~~that~~any ~~contracts~~termination ~~with~~of our ~~major~~tenant ~~tenants~~contracts ~~will~~as ~~not~~a beresult ~~terminated~~of orsuch ~~that~~potential ~~these~~consolidation ~~tenants~~would ~~will~~be ~~renew~~spread ~~their~~over ~~contracts~~multiple ~~with us~~years. InSuch ~~addition,~~consolidation we(or ~~also~~potential ~~derive~~consolidation) amay ~~portion~~result ofin ~~our~~a ~~revenues,~~reduction ~~and~~or ~~anticipate~~slowdown ~~future~~in ~~growth~~such ~~from~~tenants' ~~new~~network ~~entrants~~investment ~~offering~~in orthe ~~contemplating~~aggregate ~~offering~~because ~~wireless~~their ~~services. Such~~expansion ~~tenants~~plans may be ~~smaller~~similar. orTenant ~~have~~consolidation ~~less~~could ~~financial~~decrease ~~resources~~the ~~than~~demand for our ~~four~~sites, ~~largest~~which ~~tenants,~~in turn may ~~have~~result ~~business~~in ~~models~~a ~~that~~reduction ~~may~~in ~~not~~our berevenues ~~successful,~~ or ~~may~~cash ~~require additional capital~~flows.

~~Consolidation~~In ~~among~~recent ~~our tenants will likely result in duplicate or overlapping parts of networks~~years, ~~for example~~AT&T, ~~where~~T-Mobile ~~they~~and ~~are~~Sprint ~~co-residents~~acquired onLeap ~~a tower~~Wireless, ~~which~~MetroPCS ~~may~~and ~~result~~Clearwire in("Acquired ~~the~~Networks"), ~~termination~~respectively. orDuring ~~non-renewal~~2020, ofwe ~~the~~anticipate ~~tenant~~any ~~contracts~~increase ~~and~~to ~~negatively~~site ~~impact~~rental revenues ~~from~~attributable ~~our~~to ~~communications~~new ~~infrastructure.~~leasing ~~Due~~will tobe ~~the~~offset ~~long-term~~by ~~nature~~expected non-renewals of tenant contracts, weincluding ~~expect,~~from ~~but~~our ~~cannot~~tenants' becontinued ~~certain,~~decommissioning ~~that any termination~~ of ~~tenant~~the ~~contracts~~Acquired asNetworks. aThe ~~result~~Acquired ofNetworks ~~this~~represented ~~potential~~approximately ~~consolidation~~5% ~~would~~of beour ~~spread~~site ~~over~~rental ~~multiple~~revenues ~~years. Such~~for ~~consolidation~~the ~~may~~year ~~result~~ended inDecember 31, a2019. ~~reduction~~Depending inon ~~such~~the ~~tenants'~~eventual ~~future~~ network ~~investment~~deployment inand ~~the~~decommissioning ~~aggregate because their expansion~~ plans ~~may~~of beAT&T, ~~similar.~~T-Mobile ~~Tenant~~and ~~consolidation~~Sprint, ~~could decrease~~ the ~~demand~~impact ~~for~~and ~~our~~timing ~~communications~~of ~~infrastructure,~~such ~~which~~non-renewals ~~in turn~~ may ~~result~~vary infrom ~~a reduction in~~ our ~~revenues or cash flows~~expectations.

InOn ~~recent~~April ~~years~~1, ~~AT&T~~2020, T-Mobile and Sprint ~~acquired~~announced ~~Leap~~the ~~Wireless,~~completion ~~MetroPCS~~of ~~and~~their ~~Clearwire~~previously ~~("Acquired~~disclosed ~~Networks"), respectively~~merger. ~~During~~ For the year ended December 31, 2019, weT-Mobile ~~anticipate~~and ~~any~~Sprint ~~increase~~represented toapproximately 20% and 33%, respectively, of our consolidated site rental revenues. ~~attributable~~Further, toduring ~~new~~2019, ~~leasing~~we ~~will~~derived beapproximately ~~offset~~18% byand ~~expected~~14% ~~non-renewals~~ of ~~tenant~~our ~~contracts,~~consolidated ~~including~~site ~~from~~rental ~~our~~revenues ~~tenants'~~from ~~continued~~T-Mobile ~~decommissioning~~and ofSprint, ~~the~~respectively ~~Acquired~~on ~~Networks. The~~towers ~~Acquired~~where ~~Networks~~both ~~represented~~carriers ~~approximately~~currently 7%reside, inclusive of ~~our~~approximately ~~site~~2% ~~rental~~impact ~~revenues~~from ~~for~~ the ~~year~~previously ~~ended~~disclosed ~~December 31,~~expected ~~2018. Depending~~non-renewals onfrom the ~~eventual~~anticipated ~~network deployment and~~ decommissioning ~~plans~~of portions of ~~AT&~~T~~, T~~-Mobile's MetroPCS and Sprint's Clearwire networks. In addition, ~~the~~there ~~impact~~is an average of approximately seven years and ~~timing~~six years of ~~such~~current ~~non-renewals~~term ~~may~~remaining ~~vary~~on ~~from~~all ~~our~~tenant ~~expectations~~contracts with T-Mobile and Sprint, respectively.

InThe ~~April~~merger ~~2018,~~between T-Mobile and Sprint ~~entered into a definitive agreement to merge, subject to regulatory approval and other closing conditions. This potential transaction~~ may result in a decrease or delay in demand for our ~~communications~~sites ~~infrastructure,~~ as a result of the anticipated integration of the T-Mobile and Sprint networks and related duplicate or overlapping parts of their networks,. ~~which~~Any such decrease or delay may lead to a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets. ~~For~~ ~~the~~We ~~year~~cannot ~~ended~~predict ~~December~~with ~~31,~~certainty ~~2018,~~how ~~T-Mobile and Sprint represented approximately 19% and 36%, respectively, of~~ the ~~Company's~~demand ~~consolidated~~for ~~site~~our ~~rental~~sites ~~revenues. Further,~~will ~~the~~be ~~Company~~impacted ~~derived~~by ~~approximately 16% of its consolidated site rental revenues from each of T-Mobile and Sprint on towers where both carriers currently reside, inclusive of approximately 2% impact from~~ the ~~aforementioned expected non-renewals from the anticipated decommissioning of portions of T-Mobile's MetroPCS and Sprint's Clearwire networks~~merger. In addition, there is an average of approximately five years and six years of current term remaining on all lease agreements with T-Mobile and Sprint, respectively. See also "Item 1. Business" and note 11 to our consolidated financial statements.

See also "Item 1. Business" and note 12 to our consolidated financial statements for further information regarding our largest tenants.

Our ability to repay the principal under our 2012 Secured Notes on or prior to the relevant maturity date will be subject to a number of factors outside of our control.

The indenture ("Secured Notes Indenture") governing our $1.0 billion aggregate principal amount of 3.849% secured notes due 2023 ("3.849% Secured Notes") and our previously outstanding $500 million aggregate principal amount of 2.381% secured notes due 2017 ("2.381% Secured Notes") (collectively, the "2012 Secured Notes"), requires us to repay the principal under the 3.849% Secured Notes by their maturity date in April 2023. We currently expect to distribute a substantial portion of our cash flow to our member as dividends. Therefore, our ability to repay the principal under the 3.849% Secured Notes on or prior to their maturity date depends upon our ability either to refinance the indebtedness under the 3.849% Secured Notes or to sell our interests in the sites for an amount that is sufficient to repay the 3.849% Secured Notes in full with interest. Our ability to achieve either of these goals will be affected by a number of factors, including the availability of credit for wireless communications sites, the fair market value of the sites, our equity in the sites, our financial condition, the operating history of the sites, tax laws, or general economic conditions. Since the current term of the tenant contracts as of the date of this filing will have substantially expired by the date 3.849% Secured Notes mature, our ability to sell or refinance at such date will also be affected by the degree of our success in extending existing tenant contracts or obtaining new tenant contracts as those remaining terms expire. In addition, neither the trustee for the 3.849% Secured Notes nor any of its respective affiliates or any other person is obligated to provide the funds to refinance the 3.849% Secured Notes.

CCL is a holding company, and therefore its ability to repay its indebtedness is dependent on cash flow generated by its subsidiaries and their ability to make distributions to CCL.

CCL is a holding company with no operations or material assets other than the direct or indirect equity interests it holds in its subsidiaries. As a result, its ability to pay principal and interest on its indebtedness is dependent on the generation of cash flow by its subsidiaries and their ability to make such cash available to CCL by dividend, debt repayment, or otherwise. The earnings and cash flow generated by CCL's subsidiaries will depend on their financial and operating performance, which will be affected by general economic, industry, financial, competitive, operating, legislative, regulatory, or other factors beyond our control. Any payments of dividends, distributions, loans, or advances to CCL by its subsidiaries could also be subject to restrictions on dividends under applicable local law in the jurisdictions in which such subsidiaries operate.

In the event that CCL does not receive distributions from its subsidiaries, or to the extent that the earnings from, or other available assets of, such subsidiaries are insufficient, CCL may be unable to make payments on its indebtedness. Furthermore, Crown Castle GS III Corp., the co-issuer of the 3.849% Secured Notes, has no assets, conducts no operations, and has no independent ability to service the interest and principal obligations under the 3.849% Secured Notes.

As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.

Our growth is dependent on our entering into new tenant contracts (including amendments to tenant contracts upon modification of an existing tower installation), as well as renewing or renegotiating tenant contracts when existing tenant contracts terminate. Competition in our industry may make it more difficult for us to attract new tenants, maintain or increase our gross margins or maintain or increase our market share. We face competition for site rental tenants and associated ~~rental~~contractual rates from various sources, including (1) other independent communications infrastructure owners or operators, including those that own, operate, or manage ~~sites~~towers, rooftops, broadcast towers, utility poles, fiber or small cells, or (2) new alternative deployment methods for communications infrastructure.

New technologies may reduce demand for our ~~communications~~sites ~~infrastructure~~ or negatively impact our revenues.

Improvements in the efficiency, architecture and design of communication networks may reduce the demand for our ~~communications infrastructure~~sites. For example, new technologies that may promote network sharing, joint development, wireless backhaul, or resale agreements by our tenants, such as signal combining technologies or network functions virtualization, may reduce the need for our ~~communications infrastructure~~sites. In addition, other technologies, such as ~~Wi-Fi~~WiFi, Distributed Antenna Systems ("DAS"), femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for or alternatives to leasing on ~~communications~~sites ~~infrastructure~~ that might otherwise be anticipated or expected had such technologies not existed. In addition, new technologies that enhance the range, efficiency and capacity of communication equipment could reduce demand for our ~~communications infrastructure~~sites. Any significant reduction in demand for our ~~communications~~sites ~~infrastructure~~ resulting from the new technologies may negatively impact our revenues or otherwise have a material adverse effect on us.

If we fail to retain rights to our sites, including the land interests under our towers, our business may be adversely affected.

The property interests on which our towers reside, including the land interests under our towers (other than the sites sub-leased under the Sprint Master Leases) consist of leasehold, sub-leasehold interests, fee interests and easements, as well as permits

granted by governmental entities. A loss of these interests for any reason, including losses arising from the bankruptcies of a significant number of our lessors, from the default by a significant number of our lessors under their mortgage financings or from a legal challenge to our interest in the real property, may interfere with our ability to conduct our business or generate revenues. If a material number of the grantors of these rights elect not to renew their terms, our ability to conduct business or generate revenues could be adversely affected. Further, we ~~fail~~may not be able to renew ground leases on commercially viable terms. Our ability to retain rights to the land interests on which our ~~communications~~towers ~~infrastructure~~reside depends on our ability to purchase such land, including through fee interests and perpetual easements, or renegotiate or extend the terms of the leases relating to such land. In some cases, other subsidiaries of CCIC have acquired certain third party land interests under certain of our sites as a result of negotiated transactions, and we have entered into leases with such affiliates. Approximately 15% of our sites for the year ended December 31, 2019 are under our control for less than 10 years. If we are unable to retain rights to the property interests on which our towers reside, our business may be adversely affected.

~~The~~As ~~property~~of ~~interests~~December 31, ~~on which our towers reside~~2019, ~~including~~approximately ~~the~~68% ~~land~~of ~~interests under~~ our ~~towers (other than the~~ sites ~~sub-leased~~were ~~under the~~ Sprint ~~Master~~Sites. ~~Leases)~~CCIC, ~~consist~~through ofits ~~leaseholds~~subsidiaries ~~and~~(including ~~exclusive easements~~us), ashas ~~well~~the asoption ~~permits~~to ~~granted~~purchase, byin ~~governmental entities. A loss of these interests for any reason~~2037, ~~including~~all ~~losses~~(but ~~arising~~not ~~from~~less ~~the~~than ~~bankruptcies~~all) of ~~a significant number of our lessors, from~~ the ~~default~~leased byand asubleased ~~significant~~Sprint ~~number~~Sites of(as ~~our~~well ~~lessors~~as ~~under~~other ~~their~~Sprint ~~mortgage~~sites ~~financings~~leased or ~~from~~subleased aby ~~legal~~other ~~challenge~~subsidiaries toof ~~our~~CCIC) ~~interest~~from inSprint ~~the~~for ~~real~~approximately ~~property,~~$2.3 ~~may~~billion; ~~interfere~~CCIC ~~with~~has ~~our~~no ~~ability~~obligation to ~~conduct~~exercise ~~our~~the ~~business~~purchase ~~or generate revenues~~option. IfCCIC amay ~~material~~not ~~number~~have of the ~~grantors~~required ofavailable ~~these~~capital ~~rights~~to ~~elect~~exercise ~~not~~the topurchase ~~renew~~option ~~their~~at ~~terms,~~the ~~our~~time ~~ability~~this tooption ~~conduct~~is ~~business~~exercisable. orEven ~~generate~~if ~~revenues~~CCIC ~~could~~does behave ~~adversely~~available ~~affected. Further~~capital, weit may choose not beto ~~able~~exercise toits ~~renew~~purchase ~~ground~~option ~~leases~~for onbusiness ~~commercially~~or ~~viable~~other ~~terms~~reasons. ~~Our~~In ~~ability to retain rights to~~ the ~~land~~event ~~interests~~that onCCIC ~~which~~does ~~our~~not ~~towers~~exercise ~~reside~~the ~~depends on our ability to~~ purchase ~~such land~~option, ~~including fee interests and perpetual easements,~~ or ~~renegotiate~~is orotherwise ~~extend~~unable ~~the terms of the leases relating~~ to ~~such~~acquire ~~land.~~an Ininterest ~~some~~that ~~cases,~~would ~~other~~allow ~~subsidiaries~~us ofto ~~CCIC~~continue ~~have~~to ~~acquired~~operate ~~certain~~these ~~third~~towers ~~party~~after ~~land~~the ~~interests~~applicable ~~under~~period, ~~certain~~we ofwill ~~our~~lose ~~sites~~the ascash aflows ~~result~~derived offrom ~~negotiated~~such ~~transactions~~towers, ~~and~~which wemay have ~~entered~~a ~~into~~material ~~leases~~adverse ~~with~~effect ~~such~~on ~~affiliates. Approximately 15% of~~ our ~~sites~~business. ~~for~~In the ~~year~~event ~~ended~~that ~~December 31,~~CCIC ~~2018~~decides ~~are~~to ~~under~~exercise ~~our~~the ~~control~~purchase ~~for~~option, ~~less~~the ~~than~~benefits 10of ~~years. If~~the weacquisition ~~are~~of ~~unable~~the tosites ~~retain~~may ~~rights~~not toexceed the ~~property~~costs, ~~interests on~~ which ~~our~~could ~~towers~~adversely ~~reside,~~affect our business ~~may be adversely affected~~.

As of December 31, 2018, approximately 68% of our sites were Sprint Sites. CCIC, through its subsidiaries (including us), has the option to purchase, in 2037, all (but not less than all) of the leased and subleased Sprint Sites (as well as other Sprint sites leased or subleased by other subsidiaries of CCIC) from Sprint for approximately $2.3 billion; CCIC has no obligation to exercise such purchase option. CCIC may not have the required available capital to exercise such purchase option at the time this option is exercisable. Even if CCIC does have available capital, it may choose not to exercise its purchase option for business or other reasons. In the event that CCIC does not exercise the purchase option, or is otherwise unable to acquire an interest that would allow us to continue to operate these towers after the applicable period, we will lose the cash flows derived from such towers, which may have a material adverse effect on our business. In the event that CCIC decides to exercise the purchase option, the benefits of the acquisition of the sites may not exceed the costs, which could adversely affect our business.

Failure on our subsidiaries' part to cause the performance of their obligations as landlords under tenant contracts could lead to abatement of rent or termination of tenant contracts.

The vast majority of our tenant contracts are not net contracts. Accordingly, each of our subsidiaries that acts as a landlord is responsible for ensuring the maintenance and repair of its sites and for other obligations and liabilities associated with its sites, such as the payment of real estate taxes related to the tower and ground lease rents, the maintenance of insurance or environmental compliance and remediation. The failure of such subsidiary to cause the performance of their obligations as landlords under a tenant contract could entitle the related lessee to an abatement of rent or, in some circumstances, could result in a termination of the tenant contract. Because our subsidiaries nor we have any employees, as further discussed herein, the Manager (as defined below) is responsible for carrying out the landlord's responsibilities under the tenant contracts. An unscheduled reduction or cessation of payments due under a tenant contract may result in a reduction of the amounts available to make payments on the 3.849% Secured Notes.

The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective, could result in loss of investor confidence, litigation or governmental proceedings or investigations, any of which could cause the market value of our debt securities to decline or impact our ability to access the capital markets.

As discussed in the "Explanatory Note" and note 2 to our consolidated financial statements, in connection with the filing of its Form 10-K, CCIC corrected certain historical errors related to the timing of revenue recognition for its tower installation services. As a result, we have determined that, despite us not receiving any cash, an amount equal to the lease component as a result of installation and other construction-related services performed by CCIC on our behalf should be recorded on our consolidated financial statements as deferred revenue, and then amortized as revenues on a ratable basis over the length of the tenants’ associated estimated lease term. In addition to this determination, we have also determined that errors existed related to our accounting for obligations to perform asset retirement activities pursuant to our ground lease and easement agreements. Due to these determinations, we concluded that our previously issued consolidated financial statements for fiscal years ended December 31, 2017 and 2018, and each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during such years and for the first three quarters of fiscal year 2019, should be restated. As a result of these errors and restatement, we are subject to additional risks and uncertainties, including litigation and loss of investor confidence. We may become subject to litigation or governmental proceedings or investigations that could result in additional unanticipated legal costs regardless of the outcome of the litigation. Additionally, if we are not successful in any such litigation, we may be required to pay substantial damages or settlement costs.

Management has also identified a material weakness in our internal control over financial reporting, and has concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2019. For further discussion of the material weakness identified and our remediation efforts, see Item 9A, Controls and Procedures. Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes.

If we are unable to successfully remediate our existing or any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, investors may lose confidence in our financial reporting and the accuracy and timing of our financial reporting and disclosures and our business, reputation, results of operations, financial condition, market value of our debt securities, and ability to access the capital markets through debt issuances could be adversely affected.

Bankruptcy proceedings involving either our subsidiaries or their lessors under the ground leases could adversely affect our ability to enforce our subsidiaries' rights under the ground leases or to remain in possession of the leased property.

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity generally has the right to assume or reject the ground lease. Pursuant to Section 365(h) of the United States Bankruptcy Code ("Bankruptcy Code"), a ground lessee (i.e., a subsidiary) whose ground lease is rejected by a debtor ground lessor has the right to remain in possession of its leased premises under the rent reserved in the contract for the term of the ground lease, including any renewals, but is not entitled to enforce the obligation of the ground lessor to provide any services required under the ground lease. In the event of concurrent bankruptcy proceedings involving the ground lessor and the ground lessee, the ground lease could be terminated.

Similarly, upon the bankruptcy of one of our subsidiaries or a third-party owner of a managed site, the debtor entity would have the right to assume or reject any related site management agreement. Because the arrangements under which we derive revenue from the managed sites would not likely constitute contracts of real property for purposes of Section 365(h) of the Bankruptcy Code, the applicable subsidiary may not have the right to remain in possession of the premises or otherwise retain the benefit of the site management agreement if the site management agreement is rejected by a debtor third-party owner.

The bankruptcy of certain Sprint subsidiaries, which are sublessors to one of our subsidiaries, could result in such subsidiary's sublease interests being rejected by the bankruptcy court.

Certain of the towers leased from Sprint are located on land leased from third parties under ground leases. One of our subsidiaries, Global Signal Acquisitions II LLC ("Global Signal Acquisitions II"), subleases these sites from bankruptcy remote Sprint subsidiaries. If one of these Sprint subsidiaries should become a debtor in a bankruptcy proceeding and is permitted to reject the underlying ground lease, Global Signal Acquisitions II could lose its interest in the applicable sites. If Global Signal Acquisitions II were to lose its interest in the applicable sites or if the applicable ground leases were to be terminated, we would lose the cash flow derived from the towers on those sites, which may have a material adverse effect on our business. We have similar bankruptcy risks with respect to sites that we operate under management agreements.

the underlying ground lease, Global Signal Acquisitions II could lose its interest in the applicable sites. If Global Signal Acquisitions II were to lose its interest in the applicable sites or if the applicable ground leases were to be terminated, we would lose the cash flow derived from the towers on those sites, which may have a material adverse effect on our business. We have similar bankruptcy risks with respect to sites that we operate under management agreements.

Our failure to comply with our covenants in the Sprint Master Leases, including our obligation to timely pay ground lease rent, could result in an event of default under the applicable Sprint Master Leases, which would adversely impact our business.

Subject to certain cure, arbitration, or other provisions, in the event of an uncured default under a Sprint Master Lease, Sprint may terminate the Sprint Master Lease as to the applicable sites. If we default under the Sprint Master Leases with respect to more than 20% of the Sprint Sites within any rolling five-year period, Sprint will have the right to terminate the Sprint Master Leases with respect to all Sprint Sites. If Sprint terminates Sprint Master Leases with respect to all of or a significant number of sites, we would lose all of our interests in those sites (which collectively represent approximately 68% of our sites as of December 31, ~~2018~~2019) and our ability to make payments on the 3.849% Secured Notes would therefore be significantly impaired.

We have no employees of our own and hence are dependent on the Manager for the conduct of our operations. Any failure of the Manager to continue to perform in its role as manager of the sites could have a material adverse impact on our business. Additionally, we could be negatively impacted by other unforeseen events, such as natural disasters or public health emergencies.

Pursuant to athe ~~management~~Management ~~agreement~~Agreement among CCL, certain of its direct and indirect subsidiaries and CCUSA ~~("Management Agreement")~~, all of our sites are managed by CCUSA ("Manager"). The Manager continues to be responsible for causing maintenance to be carried out in a timely fashion, carrying out the landlord's responsibilities under the tenant contracts, and marketing the site spaces. Management errors may adversely affect the revenue generated by the sites. In addition, the Manager's performance continues to depend to a significant degree upon the continued contributions of key management, engineering, sales and marketing, tenant support, legal, or finance personnel, some of whom may be difficult to replace. The Manager does not have employment agreements with any of its employees, and no assurance can be given that the services of such personnel will continue to be available to the Manager. Furthermore, the Manager does not maintain key man life insurance policies on its executives that would adequately compensate it for any loss of services of such executives. The loss of the services of one or more of these executives could have a material adverse effect on the Manager's ability to manage our operations.

The management of the sites requires special skills and particularized knowledge. If the Management Agreement is terminated or the Manager is for any reason unable to continue to manage the sites on our behalf, there may be substantial delays in engaging a replacement manager with the requisite skills and experience to manage the sites. There can be no assurance that a qualified replacement manager can be located or engaged in a timely fashion or on economical terms. If an insolvency proceeding were commenced with respect to the Manager, the Manager as debtor or its bankruptcy trustee might have the power to prevent us from replacing it with a new manager for the sites.

replacement manager can be located or engaged in a timely fashion or on economical terms. If an insolvency proceeding were commenced with respect to the Manager, the Manager as debtor or its bankruptcy trustee might have the power to prevent us from replacing it with a new manager for the sites.

Additionally, we could be negatively impacted by other unforeseen events, such as natural disasters or public health emergencies (such as the coronavirus (COVID-19)), which could, among other things, damage or delay deployment of our communication infrastructure assets, interrupt or delay service to our tenants, or disrupt business operations of the Manager. Any such events could result in legal claims or penalties, disruption in operations, damage to our reputation, negative market perception, or costly response measures, which could adversely affect our business. See "Item 7. MD&A—General Overview—Current Events" for a further discussion of the impacts of COVID-19 on our business.

The Manager may experience conflicts of interest in the management of the sites and in the management of sites of affiliates carried out pursuant to other management agreements.

In addition to managing our operations, the Manager is currently party to, and may in the future enter into, separate management agreements with its other affiliates that own, lease, and manage towers or other wireless communications sites. These other affiliates may be engaged in the construction, acquisition, or leasing of wireless communications sites in proximity to our sites. As a result, the Manager may engage in business activities that are in competition with our business in respect of the sites, and the Manager may experience conflicts of interest in the management of our sites and such other sites. Pursuant to the Management Agreement, the Manager continues to be prohibited from soliciting lessees to transfer tenant contracts from sites owned, leased, or managed by us to sites owned, leased or managed by our affiliates. However, there can be no assurance that the persons that control us, the Manager, or those other affiliates will allocate their management efforts in such a way as to maximize the returns with respect to our sites, as opposed to maximizing the returns with respect to other sites. The expansion and development of the Manager's business through acquisitions, increased product offerings or other strategic growth opportunities may cause disruptions in our business, which may have an adverse effect on our business operations or financial results. As a result, the Manager and we may experience conflicts of interest in the management of the land sites. Pursuant to the Management Agreement, the Manager has agreed to manage the sites in the same manner as if the lessees thereunder were not affiliates.

In addition, we may, subject to certain restrictions on affiliate transactions in the Secured Notes Indenture, enter into arms-length transactions with our affiliates to acquire land under our sites. There can be no assurance that the persons that control us will allocate potential opportunities in such a way as to maximize the returns with respect to our sites, as opposed to maximizing the returns for our affiliates.

New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.

There can be no assurances that new wireless services or technologies, which may drive demand for our sites, will be introduced or deployed as rapidly or in the manner projected by the wireless ~~or broadcast industries~~carriers. In addition, demand or tenant adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons. As a result, growth opportunities or demand for our ~~communications~~sites ~~infrastructure~~ arising from such technologies may not be realized at the times or to the extent anticipated.

If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs, or revenues.

The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us.

Public perception of possible health risks associated with cellular or other wireless data services may slow or diminish the growth of wireless companies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services. If a connection between radio frequency emissions and possible negative health effects were established, our operations, costs or revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.

If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.

A variety of federal, state, local, and foreign laws and regulations apply to our business. Failure to comply with applicable requirements may lead to civil or criminal penalties, require us to assume indemnification obligations or breach contractual provisions. We cannot guarantee that existing or future laws or regulations, including federal, state and local tax laws, will not adversely affect our business (including CCIC's REIT status), increase delays or result in additional costs. We also may incur additional costs as a result of liabilities under applicable laws and regulations, such as those governing environmental and safety matters. These factors may have a material adverse effect on us.

If radio frequency emissions from wireless handsets or equipment on our sites are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs, or revenues.

Public perception of possible health risks associated with cellular or other wireless connectivity services may slow or diminish the growth of wireless companies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services. If a connection between radio frequency emissions and possible negative health effects were established, our operations, costs or revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.

CCIC’s failure to remain qualified to be taxed as a REIT would result in its inability to deduct dividends to stockholders when computing its taxable income, which could reduce our available cash or subject us to income taxes.

CCIC operates as a REIT for federal income tax purposes. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is distributed to its stockholders. As a REIT, CCIC may still be subject to certain federal, state, local, and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income, and state, local, or foreign income, franchise, property, and transfer taxes. We are an indirect subsidiary of CCIC and, for U.S. federal income tax purposes, our assets and operations are part of the CCIC REIT. Furthermore, as a result of the deduction for dividends paid, some or all of CCIC's net operating loss carryforwards ("NOLs") related to its REIT status may expire without utilization.

While CCIC intends to operate so that it remains qualified as a REIT, given the highly complex nature of the rules governing REITs, the importance of ongoing factual determinations, the possibility of future changes in circumstances, and the potential impact of future changes to laws and regulations impacting REITs, no assurance can be given by CCIC or us that CCIC will qualify as a REIT for any particular year.

We do not expect the Tax Reform Act to significantly affect us, although we cannot predict with certainty how such legislation will affect CCIC and us in the future. In addition, the present U.S. federal tax treatment of REITs is subject to change, possibly with retroactive effect, by legislative, judicial or administrative action at any time, and any such change might adversely affect CCIC's REIT status or benefits. We cannot predict the impact, if any, that such changes, if enacted, might have on our business. However, it is possible that such changes could adversely affect our business or inclusion of our assets and operations in CCIC's REIT.

If, in any taxable year, CCIC fails to qualify for taxation as a REIT and it is not entitled to relief under the Code, then we will be subject to federal and state income tax, including for applicable years beginning before January 1, 2018, any applicable alternative minimum tax, on our taxable income at regular corporate rates.

As a REIT, CCIC needs to continually satisfy tests concerning, among other things, the sources of its income, the nature and diversification of its assets, the amounts it dividends to its stockholders, and the ownership of its capital stock in order to maintain REIT status. Compliance with these tests requires CCIC to refrain from certain activities and may hinder its ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities, and investments in the businesses to be conducted by its taxable REIT subsidiaries ("TRSs"), and to that extent limit its opportunities and its flexibility to change its business strategy. Furthermore, acquisition opportunities in domestic or international markets may be adversely affected if CCIC needs or requires the target company to comply with some REIT requirements prior to completing any such acquisition. In addition, as a REIT, CCIC may face investor pressures not to pursue growth opportunities that are not immediately accretive.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We own, lease and manage approximately 7,600 sites geographically dispersed throughout the U.S. Towers are vertical, metal structures generally ranging in height from 50 to 300 feet. Our tenants' equipment may be placed on towers, building rooftops and other structures. Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the ~~structure~~tower. As of December 31, 2018, the average number of tenants (defined as a unique license and any related amendments thereto) per site is approximately 2.7. Substantially all of our towers can accommodate additional tenancy either as currently constructed or with appropriate modifications to the structure.

See the following for further information regarding our ~~communications infrastructure~~sites:

• "Item 1. Business—Overview" for information regarding our ~~communications~~site ~~infrastructure~~ portfolio.

• "Item 7. MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining contractual obligations related to our business as of December 31, ~~2018~~2019, including our lease obligations.


•	"Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.

Approximately 68% of our sites are leased or subleased or operated and managed pursuant to the Sprint Master Leases or other agreements with subsidiaries of Sprint. CCIC, through its subsidiaries (including the Company), has the option in 2037 to purchase all (but not less than all) of the Sprint Sites. CCIC has no obligation exercise the option. See note 1 to our consolidated financials statements and "Item 1A. Risk Factors" for a further discussion.

As of December 31, 2019, the average number of tenants (defined as a unique license and any related amendments thereto) per site is approximately 2.5. Substantially all of our sites can accommodate additional tenancy either as currently constructed or with appropriate modifications to the structure.

Item 3. Legal Proceedings

We are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings arising in the ordinary course of business involve disputes with landlords, vendors, collection matters involving bankrupt tenants, zoning or siting matters or condemnation. While the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a material adverse effect on us.

Item 4. Mine Safety Disclosures

N/A

1011

PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our equity is not publicly traded. Our only member is GSOP, a wholly- owned indirect subsidiary of CCIC. During ~~2018~~2019 and ~~2017~~2018, we recorded ana net equity distribution from GSOP of amounts due to our affiliates of $~~313~~358.09 million and $~~296~~368.50 million, respectively. See notes 56 and 67 to our consolidated financial statements.

Item 6. Selected Financial Data

Our selected historical consolidated financial and other data set forth below have been derived from our consolidated financial statements. Financial information for the periods prior to 2019 has been restated to reflect the impact of the Historical Adjustments as discussed in the "Explanatory Note" immediately preceding Item 1 of this Annual Report on Form 10-K. The information set forth below should be read in conjunction with the "Explanatory Note," "Item 1. Business," "Item 7. MD&A" and our consolidated financial statements, including note 2 to our consolidated financial statements.



	Years Ended December 31,
(In thousands of dollars)	2019^(c)			2018^(c)			2017^(c)			2016^(c)			2015^(c)
				(As Restated)^(d)
Statement of Operations Data:
Site rental revenues:
Revenues from tenant contracts	$	678,150		$	659,490		$	616,897		$	611,639		$	607,276
Amortization of tower installations and modifications^(a)	52,341			43,491			38,435			34,507			29,566
Total site rental revenues	730,491			702,981			655,332			646,146			636,842
Operating expenses:
Site rental costs of operations—third parties^(b)	152,619			149,748			149,764			151,812			150,225
Site rental costs of operations—related parties^(b)	43,281			40,981			36,655			33,901			31,859
Site rental costs of operations—total^(b)	195,900			190,729			186,419			185,713			182,084
Management fee—related party	49,837			48,520			46,946			45,433			43,709
Asset write-down charges	1,050			593			181			4,851			6,021
Depreciation, amortization and accretion	207,396			207,528			207,764			207,826			205,904
Total operating expenses	454,183			447,370			441,310			443,823			437,718
Operating income (loss)	276,308			255,611			214,022			202,323			199,124
Interest expense and amortization of deferred financing costs	(39,874		)	(39,874		)	(39,874		)	(49,515		)	(53,223		)
Gains (losses) on retirement of debt	—			—			—			(10,273		)	—
Other income (expense)	669			196			287			(242		)	(244		)
Income (loss) before income taxes	237,103			215,933			174,435			142,293			145,657
Benefit (provision) for income taxes	(426		)	(416		)	614			668			733
Net income (loss)	$	236,677		$	215,517		$	175,049		$	142,961		$	146,390


(a)	Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in the "Explanatory Note" that result in permanent improvements to our towers. We receive no cash from, and are not party to, such CCIC transactions.


(b)	Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.


(c)	Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note 3 to our consolidated financial statements.

(d)

See "Explanatory Note" for further information regarding the restatement. See note 2 to our consolidated financial statements for the impacts of the Historical Adjustments on the years ended December 31, 2018 and 2017. For the year ended December 31, 2016, the impact of the Historical Adjustments was an increase to site rental revenues of $35 million. For the year ended December 31, 2015, the impact of the Historical Adjustments was an increase to site rental revenues of $30 million.



	Years Ended December 31,
(In thousands of dollars)	2019^(b)			2018^(b)			2017^(b)			2016^(b)			2015^(b)
				(As Restated)^(c)
Other Data:
Summary cash flow information^(a):
Net cash provided by (used for) operating activities	$	451,069		$	426,841		$	394,567		$	370,211		$	382,252
Net cash provided by (used for) investing activities	(86,610		)	(70,929		)	(48,312		)	(52,037		)	(84,941		)
Net cash provided by (used for) financing activities	(362,759		)	(367,976		)	(335,034		)	(319,025		)	(303,141		)
Balance Sheet Data (at period end):
Cash and cash equivalents	$	20,407		$	18,707		$	30,771		$	19,550		$	20,401
Property and equipment, net	1,010,367			1,010,451			1,033,258			1,081,050			1,128,713
Total assets	4,601,457			3,614,120			3,748,589			3,907,225			4,063,081
Total debt	995,431			994,047			992,663			991,279			1,487,055
Total member's equity^(a)	2,096,954			2,219,198			2,371,657			2,531,642			2,199,234

(a)

We receive no cash from, and are not party to, the CCIC transactions described in the "Explanatory Note." Such transactions, however, are reflected on our cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.


(b)	Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note 3 to our consolidated financial statements.

(c)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Throughout this Item 7 and this Form 10-K, site rental revenues include both revenue from tenant contracts and amortization of tower installations and modifications.

General Overview

Overview

We own, lease and manage approximately 7,600 sites located across the United States. See "Item 1. Business" for additional information regarding our sites and tenant contracts.

Business Fundamentals

The following are certain highlights of our business fundamentals ~~as of and for the year ended December 31, 2018~~:


•	Potential growth resulting from the increasing demand for wireless data

◦ We expect U.S. wireless carriers will continue their focus on improving network quality and expanding capacity (including through 5G initiatives) by adding additional antennas or other equipment on our ~~towers~~sites.

◦ We expect existing and potential new tenant demand for our ~~towers~~sites will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet ~~usage~~ and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications) and (67) the availability of additional spectrum.

◦ ~~Substantially~~Tenant ~~all~~additions ofon our ~~towers~~existing ~~can~~sites ~~accommodate~~are ~~additional~~achieved ~~tenancy,~~at ~~either~~a aslow ~~currently~~incremental ~~constructed~~operating orcost, ~~with~~delivering ~~appropriate~~high ~~modifications~~incremental ~~to the structure~~returns.

•▪ ~~Organizational~~Substantially ~~Structure~~all of our sites can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure (which may include extensions or structural reinforcement).

◦• ~~For~~Organizational U.S. federal income tax purposes, CCIC operates as a REIT and, as its indirect subsidiary, our assets and operations are included in the CCIC REIT. See "Item 1A. Risk Factors" and notes 2 and 8 to our consolidated financial statements.structure

◦ ~~Our~~For ~~subsidiaries~~U.S. ~~(other~~federal ~~than~~income ~~Crown~~tax ~~Castle~~purposes, GSCCIC ~~III~~operates ~~Corp.)~~as ~~were~~a ~~organized~~REIT ~~specifically~~and, toas ~~own~~its indirect subsidiary, ~~lease~~our assets and ~~manage~~operations ~~certain~~are ~~communications~~included ~~infrastructure,~~in ~~such~~the asCCIC ~~towers~~REIT. orSee ~~other~~"Item ~~structures,~~1A. Risk Factors" and ~~have~~notes no3 ~~employees~~and 9 to our consolidated financial statements.

◦ ~~Management~~Our ~~services,~~subsidiaries ~~including~~(other ~~those~~than ~~functions~~Crown ~~reasonably~~Castle ~~necessary~~GS toIII ~~maintain,~~Corp.) ~~market,~~were ~~operate,~~organized ~~manage~~specifically orto ~~administer the sites~~own, ~~are~~lease ~~performed~~and bymanage ~~CCUSA.~~certain ~~The~~sites, ~~management~~such ~~fee~~as ~~under~~towers ~~the~~or ~~Management~~other ~~Agreement is equal to 7.5% of our "Operating Revenues~~structures," asand ~~defined~~have ~~under~~no ~~the Management Agreement~~employees.


◦	Management services, including those functions reasonably necessary to maintain, market, operate, manage or administer our sites, are performed by CCUSA. The management fee is equal to 7.5% of our "Operating Revenues," as defined in the Management Agreement.


•	Site rental revenues under long-term tenant contracts

◦ Initial terms of five to 15 years for site rental revenues derived from ~~tenants~~tenant contracts, with contractual escalations and multiple renewal periods atof ~~the~~five ~~option~~to of10 ~~the~~years ~~tenant~~each, ofexercisable ~~five~~at tothe ~~ten~~option ~~years~~of ~~each~~the tenant.

◦ ~~The weighted~~Weighted-average remaining term ~~(calculated by weighting the remaining term for each contract by the related site rental revenue)~~ of ~~tenant contracts was~~ approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $4.34 billion of expected future cash inflows.

• Majority of our revenues from large wireless carriers.

◦ Approximately 8990% of our site rental revenues were derived from Sprint, AT&T, T-Mobile and Verizon Wireless. See "Item 1A. Risk Factors" and note 1112 to our consolidated financial statements for a further discussion of our largest customers.

◦ The average number of tenants per site was approximately 2.75.

• Majority of land interests under our towers ~~are~~ under long-term control.

◦ More than 80% and more than 50% of our sites are under our control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers that reside on land interests that are owned ~~by us~~, including through fee interests and perpetual easements.

◦ ~~The~~Approximately ~~contracts~~22% ~~for~~of ~~land~~our ~~interest~~site ~~under~~rental ~~our~~costs ~~towers~~of ~~had~~operations anrepresents ~~average~~ground ~~remaining~~lease ~~life~~payments ~~(calculated~~to byour ~~weighting~~affiliates. Such affiliates acquired the ~~remaining~~rights ~~term~~to ~~for~~such ~~each~~land ~~contract~~interests byas ~~its~~a ~~percentage~~result of ~~our~~negotiated ~~total~~transactions ~~site~~with ~~rental~~third ~~revenues)~~parties ofin ~~approximately~~connection 25with ~~years~~a program established by CCIC to extend the rights to the land under its portfolio of towers.

◦ Approximately 21% of our site rental cost of operations represents ground lease payments to our affiliates. Such affiliates acquired the rights to such land interests as a result of negotiated transactions with third parties in connection with a program established by CCIC to extend the rights to the land under its portfolio of towers.


•	Relatively fixed tower operating costs


◦	Our operating costs tend to escalate at approximately the rate of inflation and are not typically influenced by tenant additions or non-renewals.


•	Minimal sustaining capital expenditure requirements


◦	Sustaining capital expenditures represented approximately 1% of site rental revenues.


•	Fixed rate debt with no short-term maturities

◦ Our debt consists of $1.0 billion aggregate principal amount of 3.849% Secured Notes. See note 56 to our consolidated financial statements.


•	Significant cash flows from operations

◦ Net cash provided by operating activities was $~~372~~451.01 million. See "Item 7. MD&A—Liquidity and Capital Resources."

~~Outlook~~Current ~~Highlights~~Events

~~The~~As ~~following~~the ~~are~~novel ~~certain~~coronavirus ~~highlights~~(COVID-19) continues to spread and significantly impact the United States, public and private sector policies and initiatives intended to reduce the transmission of ~~our~~COVID-19 ~~outlook~~("Initiatives"), ~~that~~such as the imposition of travel restrictions, mandates from federal, state and local authorities to avoid large gatherings of people, quarantine or "shelter-in-place," the promotion of social distancing and the adoption of work-from-home and online learning by companies and institutions, could impact our ~~business~~operations. Among ~~fundamentals~~other ~~described~~things, ~~above~~COVID-19 and the Initiatives could (1) adversely affect the ability of our suppliers, vendors and the Manager to provide products and services to us, (2) result in decreased demand for our sites, and (3) make it more difficult for us and the Manager to serve our customers, including as a result of delays or suspensions in the issuance of permits or other authorizations needed to conduct our business.

~~•We~~Due ~~expect~~to ~~demand~~the ~~for~~speed ~~tenant~~with ~~leasing~~which the situation is developing and factors beyond our knowledge or control, including the duration and severity of COVID-19 and the Initiatives as well as third-party actions taken to ~~continue~~contain ~~during~~its ~~2019~~spread and mitigate its public health effects, at this time we cannot estimate or predict the impact of COVID-19 or the Initiatives on our business, financial position, results of operations or cash flows, particularly over the near to medium term, but the impact could be material.

•Regulation ~~During 2019, we anticipate any increase to site rental revenues attributable to new leasing will be offset by expected non~~S-~~renewals~~X ~~of tenant contracts, including from our tenants' continued decommissioning of the Acquired Networks.~~Considerations

12In prior Annual Reports on Form 10-K, CCL has included (i) audited financial statements of certain of CCL’s wholly owned subsidiaries whose securities are pledged as collateral for the 3.849% Secured Notes that were required to be included therein pursuant to Rule 3-16 of Regulation S-X and (ii) certain other information in the notes to our audited consolidated financial statements with respect to CCL’s wholly owned subsidiaries that guarantee the 3.849% Secured Notes pursuant to Rule 3-10 of Regulation S-X.

In March 2020, the SEC adopted amendments to reduce and simplify the financial disclosure requirements for guarantors and issuers of guaranteed registered securities, and affiliates of such issuers whose securities are collateralized. The amendments will be effective January 4, 2021, but voluntary compliance with the amendments in advance of January 4, 2021 is permitted.

As a result of these amendments, starting with this Form 10-K, we will no longer include in our Annual Reports on Form 10-K separate financial statements of certain of CCL’s wholly owned subsidiaries whose securities are pledged as collateral for our 3.849% Secured Notes. Additionally, summary financial information of such subsidiaries that, in certain circumstances, may be required by the amendments described above, is not provided in this Form 10-K because the assets, liabilities and results of operations of the combined guarantors of the 3.849% Secured Notes and CCL affiliates whose securities are pledged as collateral to secure the 3.849% Secured Notes are not materially different than the corresponding amounts presented in CCL's consolidated financial statements. Below is a description of certain material terms of the guarantees of the 3.849% Secured Notes and the pledge of the equity interests of the Guarantors (as defined below) that secures the 3.849% Secured Notes.

The 3.849% Secured Notes were co-issued by CCL and its wholly owned finance subsidiary, Crown Castle GS III Corp. ("Co-Issuer" and, together with CCL, "Issuers"), and are guaranteed by all direct and indirect wholly owned subsidiaries of CCL, other than Co-Issuer (collectively, "Guarantors"). Subject to the provisions of the Secured Notes Indenture, a Guarantor may be released and relieved of its obligations under its guarantee under certain circumstances, including: (1) in the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise to a person that is not (either before or after giving effect to such transaction) CCL or one of its subsidiaries, (2) in the event of any sale or other disposition of all of the capital stock of any Guarantor, to a person that is not (either before or after giving effect to such transaction) CCL or a subsidiary of CCL, (3) upon CCL's exercise of legal defeasance in accordance with the relevant provisions of the Secured Notes Indenture or (4) upon the discharge of the Secured Notes Indenture in accordance with its terms.

CCL is a holding company with no significant operations or material assets other than the direct and indirect equity interests it holds in the Co-Issuer and the Guarantors. CCL conducts all of its business operations through the Guarantors. As a result, its ability to pay principal and interest on the 3.849% Secured Notes is dependent on the cash flow generated by the Guarantors and their ability to make such cash available to CCL by dividend or otherwise. The Guarantors' earnings will depend on their financial and operating performance, which will be affected by general economic, industry, financial, competitive, operating, legislative, regulatory and other factors beyond CCL's control. Any payments of dividends, distributions, loans or advances to CCL by the Guarantors could also be subject to restrictions on dividends under applicable local law in the jurisdictions in which the Guarantors operate. In the event that CCL does not receive distributions from the Guarantors, or to the extent that the earnings from, or other available assets of, the Guarantors are insufficient, CCL may be unable to make payments on the 3.849% Secured Notes. Furthermore, the Co-Issuer has no material assets and conducts no operations. Therefore, the Co-Issuer has no independent ability to service the interest and principal obligations under the 3.849% Secured Notes.

Pursuant to the Secured Notes Indenture, and the terms of a pledge and security agreement related thereto ("Pledge Agreement" and, together with the Secured Notes Indenture, "Notes Documents"), the 3.849% Secured Notes and the related guarantees are secured by perfected, first priority (subject to certain permitted liens set forth in the Secured Notes Indenture) pledges of the equity interests of each of the Guarantors and proceeds thereof. The 3.849% Secured Notes are not secured by any other assets, including any mortgage liens on properties.

Pursuant to the terms of the Notes Documents, the trustee under the Secured Notes Indenture may pursue remedies under the Secured Notes Indenture, or pursue foreclosure proceedings on the collateral, following an event of default under the Secured Notes Indenture. However, unless a principal payment event of default or a bankruptcy event of default under the Secured Notes Indenture has occurred and is continuing or any other event has occurred that resulted in the acceleration of the 3.849% Secured Notes, the pledgors of such equity interests will receive any dividends and distributions on such pledged equity interests free and clear of the lien securing the 3.849% Secured Notes. Because the collateral consists of equity interests, its value is subject to fluctuations based on factors that include, among other things, general economic conditions and the ability to realize on the collateral as part of a going concern and in an orderly fashion to available and willing buyers and not under distressed circumstances. There is no trading market for the pledged equity interests.

Under the terms of the Notes Documents, the Issuers and the Guarantors will be entitled to the release of the collateral from the liens securing the 3.849% Secured Notes under one or more circumstances, including (1) to enable the Issuers or any subsidiary to consummate the disposition of such collateral as described under the asset sale covenant of the Secured Notes Indenture; (2) as permitted under the amendment provisions of the Secured Notes Indenture; or (3) as otherwise provided in the Pledge Agreement. Upon the release of any subsidiary from its guarantee, if any, in accordance with the terms of the Secured Notes Indenture, the lien on any collateral held by such Guarantor and the lien on any pledged equity interests issued by such Guarantor will automatically terminate. In addition, upon the occurrence of (i) payment in full of the 3.849% Secured Notes and any other payment obligations under the Notes Documents, together with accrued and unpaid interest, or (ii) a defeasance or discharge of the Secured Notes Indenture as provided in the Secured Notes Indenture, the liens on all collateral created under the Pledge Agreement will terminate.

The foregoing description of the Notes Documents is qualified in its entirety by the terms of the Secured Notes Indenture and the Pledge Agreement, which are included as Exhibit 4.1 and Exhibit 4.2, respectively, to this Form 10-K.

Consolidated Results of Operations

The following discussion of our results of operations should be read in conjunction with the "Explanatory Note" immediately preceding Item 1 of this Annual Report on Form 10-K, "Item 1. Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements., ~~The~~including ~~following~~note ~~discussion~~2 ofto our ~~results of operations is based on our~~ consolidated financial statements. ~~prepared~~Amounts infor ~~accordance~~the ~~with~~year ~~generally~~ended ~~accepted~~December ~~accounting~~31, ~~principles~~2018 inand ~~the~~2017, ~~U.S.~~and ~~("GAAP")~~any ~~which~~discussion ~~requires~~relating us to ~~make~~those ~~estimates~~amounts, ~~and~~give ~~judgments~~effect ~~that~~to ~~affect~~ the ~~reported~~impact ~~amounts.~~of ~~See~~the ~~"Item~~Historical 7.Adjustments ~~MD&A—Accounting~~as ~~and~~described ~~Reporting~~in ~~Matters—Critical~~the ~~Accounting Policies and Estimates~~"Explanatory ~~and note 2 to our consolidated financial statements~~Note."

The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts. See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" herein and note 3 to our consolidated financial statements.

Comparison of Consolidated Results of Operations

The following is a comparison of our ~~2018~~2019, ~~2017~~2018 and ~~2016~~2017 consolidated results of operations:

	Years Ended December 31,									Percent Change
	2018			2017			2016			2018 vs. 2017		2017 vs. 2016
(In thousands of dollars)	2019			2018			2017			2019 vs. 2018		2018 vs. 2017
	(In thousands of dollars)
				(As Restated)(d)
Site rental revenues	$	659,490		$	616,897		$	611,639		7	%	1	%
Site rental revenues:
Revenues from tenant contracts	$	678,150		$	659,490		$	616,897		3	%	7	%
Amortization of tower installations and modifications(a)	52,341			43,491			38,435			20	%	13	%
Total site rental revenues	730,491			702,981			655,332			4	%	7	%
Operating expenses:
Costs of operations(a)(b)	190,729			186,419			185,713			2	%	—	%
Costs of operations(b)(c)	195,900			190,729			186,419			3	%	2	%
Management fee(b)	48,520			46,946			45,433			3	%	3	%
Management fee(c)	49,837			48,520			46,946			3	%	3	%
Asset write-down charges	~~593~~1,050			~~181~~593			~~4,851~~181			*		*
Depreciation, amortization and accretion	~~210~~207,~~072~~396			~~210~~207,~~607~~528			~~209~~207,~~361~~764			—	%	1—	%
Total operating expenses	~~449~~454,~~914~~183			~~444~~447,~~153~~370			~~445~~441,~~358~~310			12	%	—1	%
Operating income (loss)	~~209~~276,~~576~~308			~~172~~255,~~744~~611			~~166~~214,~~281~~022			218	%	419	%
Interest expense and amortization of deferred financing costs(b)	(39,874		)	(39,874		)	(49,515		)	—	%	(19	)%
Interest expense and amortization of deferred financing costs(c)	(39,874		)	(39,874		)	(39,874		)	—	%	—	%
Gain (loss) on retirement of debt	—			—			(10,273		)	*		*
Other income (expense)	669			196			287			*		*
Other income (expense)	196			287			(242		)	*		*
Income (loss) before income taxes	237,103			215,933			174,435			*		*
Income (loss) before income taxes	169,898			133,157			106,251			*		*
Benefit (provision) for income taxes	(426		)	(416		)	614			*		*
Benefit (provision) for income taxes	(416		)	614			668			*		*
Net income (loss)	$	236,677		$	215,517		$	175,049		*		*
Net income (loss)	$	169,482		$	133,771		$	106,919		*		*

____________________


*	Percentage is not meaningful.

(a) ~~Exclusive~~Represents ofthe ~~depreciation,~~ amortization ~~and~~of ~~accretion~~deferred ~~shown~~revenues ~~separately~~recorded ~~and~~in ~~certain~~connection ~~indirect~~with ~~costs~~the ~~included~~CCIC transactions described in the ~~management~~"Explanatory ~~fee~~Note" that result in permanent improvements to our towers. We receive no cash from, and are not party to, such CCIC transactions.

(b) ~~Inclusive~~Exclusive of ~~related~~depreciation, ~~party~~amortization ~~transactions~~and accretion shown separately and certain indirect costs included in the management fee.


(c)	Inclusive of related party transactions.


(d)	See "Explanatory Note" and note 2 to our consolidated financial statements for further information regarding the restatement.

Years Ended December 31, 2019 and 2018

Site rental revenues for 2019 increased by approximately $27.5 million, or 4%, from 2018. Site rental revenues were impacted by the following items, inclusive of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity. See also "Item 7. MD&A—General Overview."

Operating income for 2019 increased by approximately $20.7 million, or 8%, from 2018. The increase in operating income was predominately due to the aforementioned increase in site rental revenues, partially offset by an increase in costs of operations and the management fee.

Interest expense and amortization of deferred financing costs remained unchanged from 2018 to 2019.

Benefit (provision) for income taxes was a provision of $0.4 million for both 2019 and 2018. The effective tax rates for 2019 and 2018 differ from the federal statutory rate predominately due to CCIC's REIT status (including the dividends paid deduction) and our inclusion therein. See "Item 1A. —Risk Factors" and notes 3 and 9 to our consolidated financial statements.

Net income for 2019 was approximately $236.7 million, compared to net income of approximately $215.5 million for 2018. The increase in net income was predominately due to the aforementioned increase in site rental revenues.

Years Ended December 31, 2018 and 2017

Site rental revenues for 2018 increased by approximately $4247.6 million, or 7%, from 2017. Site rental revenues were impacted by the following items, inclusive of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity. See also "Item 7. MD&A—General Overview."

Operating income for 2018 increased by ~~approximately~~ $3641.86 million, or 2119%, from 2017. The increase in operating income was predominately due to the aforementioned increase in site rental revenues, partially offset by an increase in cost of operations and the management fee.

Interest expense and amortization of deferred financing costs ~~were~~remained unchanged from 2017 to 2018.

Benefit (provision) for income taxes for 2018 was a provision of $0.4 million compared to a benefit of $0.6 million for 2017. The effective tax rates for 2018 and 2017 ~~differ~~differs from the federal statutory rate predominately due to CCIC's REIT status (including the dividends paid deduction) and our inclusion therein. See "Item 1A. —Risk Factors" and notes 23 and 89 to our consolidated financial statements.

Net income for 2018 was approximately $~~169~~215.5 million, compared to net income of approximately $~~133~~175.80 million for 2017. The increase in net income was predominately due to the aforementioned increase in site rental revenues.

Years Ended December 31, 2017 and 2016

Site rental revenues for 2017 increased by approximately $5.3 million, or 1%, from 2016. Site rental revenues were impacted by the following items, inclusive of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity. See also "Item 7. MD&A—General Overview."

Operating income for 2017 increased by $6.5 million, or 4%, from 2016. The increase in operating income was predominately due to the aforementioned increase in site rental revenues and a decrease in asset write-down charges.

During September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes and used a portion of the proceeds to repay all of our previously outstanding 2.381% Secured Notes, which resulted in a loss on retirement of debt of approximately $10.3 million.

Interest expense and amortization of deferred financing costs for 2017 decreased by $9.6 million, or 19%, from 2016. This decrease was related to the aforementioned repayment in September 2016 of the previously outstanding 2.381% Secured Notes.

Benefit (provision) for income taxes remained consistent from 2016 to 2017. The effective tax rates for 2017 and 2016 differs from the federal statutory rate predominately due to CCIC's REIT status (including the dividends paid deduction) and our inclusion therein. See "Item 1A. —Risk Factors" and notes 2 and 8 to our consolidated financial statements.

Net income for 2017 was approximately $133.8 million, compared to net income of approximately $106.9 million for 2016. The increase in net income was predominately due to the aforementioned loss on retirement of debt and related decrease in interest expense and amortization of deferred financing costs.

Liquidity and Capital Resources

Overview

General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General Overview—Overview") from the largest U.S. wireless carriers. Historically, our net cash provided by operating activities ~~(net of cash interest payments)~~ has exceeded our capital expenditures. For the foreseeable future, we expect to ~~continue to~~ generate net cash provided by operating activities (exclusive of movements in working capital) that exceeds our capital expenditures. We seek to allocate the net cash ~~provided~~generated byfrom our ~~operating~~business ~~activities~~ in a manner that we believe drives value for our member.

From a cash management perspective, we currently distribute cash on hand above amounts required pursuant to the Management Agreement to our member. If any future event would occur that would leave us with a deficiency in our operating cash flow, while not required, CCIC may contribute cash back to us.

CCIC operates as a REIT for U.S. federal income tax purposes. WeFor ~~are an indirect subsidiary of CCIC and for~~ U.S. federal income tax purposes, our assets and operations are included in the CCIC REIT. We expect to continue to pay minimal cash income taxes as a result of CCIC's REIT status and NOLs. "Item 1A. Risk Factors" and notes 23 and 89 to our consolidated financial statements.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, ~~2018~~2019:

	December 31, 2018
(In thousands of dollars)	December 31, 2019
	(In thousands of dollars)
Cash and cash equivalents	20,407
Cash and cash equivalents	$	18,707
Debt	$	995,431
Debt	994,047
Total equity	2,096,954
Total equity	2,432,991

Over the next 12 months:


•	We expect that our net cash provided by operating activities should be sufficient to cover our expected capital expenditures.

• We have no scheduled contractual debt maturities.

Long-term Strategy. We may increase our debt in nominal dollars, subject to the provisions of the 2012 Secured Notes outstanding and various other factors, such as the state of the capital markets and CCIC's targeted capital structure, including with respect to leverage ratios. From a cash management perspective, we currently distribute cash on hand above amounts required pursuant to the Management Agreement to our member. If any future event would occur that would leave us with a deficiency in our operating cash flow, while not required, CCIC may contribute cash back to us.

~~See note 5 to our consolidated financial statements for additional information regarding our debt.~~17

See note 6 to our consolidated financial statements for additional information regarding our debt.

Summary Cash Flows Information

	Years Ended December 31,
	2018			2017			2016
	2019			2018			2017
(In thousands of dollars)	~~(In thousands of dollars)~~			(As Restated)
Net cash provided by (used for):
Operating activities	$	~~372~~451,~~048~~069		$	~~357~~426,~~317~~841		$	~~333~~394,~~052~~567
Investing activities	(7186,~~150~~610		)	(4970,~~551~~929		)	(5348,~~409~~312		)
Financing activities	(~~312~~362,~~962~~759		)	(~~296~~367,~~545~~976		)	(~~280~~335,~~494~~034		)
Net increase (decrease) in cash and cash equivalents	$	~~(12~~1,~~064~~700	)	$	11(12,~~221~~064	)	$	~~(851~~11,221	)

Operating Activities

The increase in net cash provided by operating activities for ~~2018~~2019 of $1424.72 million, or 46%, from ~~2017~~2018 was primarily due to growth in cash revenues, including cash escalations that are subject to straight-line accounting~~, partially offset by a net decrease in working capital~~. The increase in net cash provided by operating activities from ~~2016~~2017 to ~~2017~~2018 was primarily due to ~~(1)~~ growth in cash revenues, including cash escalations that are subject to straight-line accounting ~~and (2) a net benefit from changes in working capital~~. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants.

Investing Activities

Capital Expenditures

Our capital expenditures are recorded as a result of certain CCIC transactions that result in permanent improvements to our towers. CCL is not a party to such transactions, and does not make cash payments in connection with such transactions. Such capital expenditures include the following:

• ~~Site~~Discretionary ~~improvement~~ capital expenditures primarily consist of ~~improvements~~expansion or development of sites (including capital expenditures related to ~~existing~~(1) enhancing sites in order to add new tenants for the first time or support subsequent tenant equipment augmentations, or (2) modifying the structure of a site asset to accommodate additional tenants). Discretionary capital expenditures also include purchases of land interests (which primarily relates to land assets under towers as CCIC seeks to manage its interests in the land beneath its towers), certain technology-related investments necessary to support and scale future tenant ~~additions~~demand for our sites, and other capital projects, The expansion or development of existing sites to accommodate new leasing typically ~~vary~~varies based on, among other factors: (1) the type of site, (2) the scope, volume, and mix of work performed on the site, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Our decisions regarding discretionary capital expenditures are influenced by (1) sufficient potential to enhance CCIC's long-term stockholder value, (2) CCIC's availability and cost of capital and (3) CCIC's expected returns on alternative uses of cash, such as payments of dividends and investments.


•	Sustaining capital expenditures consist of maintenance capital expenditures on our sites that enable our tenants' ongoing quiet enjoyment of the site.

A summary of our capital expenditures for the last three years is as follows:

	Years Ended December 31,
	2018	2017	2016
(In thousands of dollars)	2019	2018	2017
	(In thousands of dollars)
		(As Restated)
Site improvements	63,590	40,051	43,721
Discretionary(a)	79,039	63,369	38,812
Sustaining	7,~~560~~571	97,~~500~~560	9,~~688~~500
Total	7186,~~150~~610	4970,~~551~~929	5348,~~409~~312

~~Capital expenditures increased by approximately $21.6 million from 2017 to 2018 predominately due to a higher volume of improvements performed on existing sites.~~____________________

15(a) Includes capital expenditures recorded as a result of certain CCIC transactions that result in permanent improvements to our towers. We are not a party to such transactions, and do not make cash payments in connection with such transactions.

Capital expenditures increased by approximately $15.7 million from 2018 to 2019 predominately due to a higher volume of improvements performed on existing sites.

Financing Activities

The net cash flows used for financing activities during the years ended December 31, ~~2018,~~2019 ~~2017~~ and ~~2016~~2018 were impacted by our continued practice of distributing excess cash to our member. In addition, in September 2016, CCIC issued $700 million aggregate principal amount of September 2016 Senior Notes and used a portion of the net proceeds from the September 2016 Senior Notes offering to repay $500 million of our previously outstanding 2.381% Secured Notes. We recorded an equity contribution related to the debt repayment of our previously outstanding 2.381% Secured Notes for the year ended December 31, 2016. See ~~notes~~note 57 ~~and 6~~ to our consolidated financial statements.

Contractual Cash Obligations

The following table summarizes our contractual cash obligations as of December 31, ~~2018~~2019. These contractual cash obligations relate primarily to our 3.849% Secured Notes and lease obligations for land interests under our towers.

	Years Ending December 31,
(In thousands of dollars)	Years Ending December 31,
Contractual Obligations(a)	~~2019~~2020		~~2020~~2021		~~2021~~2022		~~2022~~2023		~~2023~~2024		Thereafter		Totals
	(In thousands of dollars)
Debt	$	—	$	—	$	—	$	1,000,000	$	—	$	—	$	1,000,000
Debt	$	—	$	—	$	—	$	—	$	1,000,000	$	—	$	1,000,000
Interest payments on debt	38,490		38,490		38,490		19,245		—		—		134,715
Interest payments on debt	38,490		38,490		38,490		38,490		19,245		—		173,205
Lease obligations(b)	107,579		107,746		107,486		106,990		106,000		1,185,872		1,721,673
Lease obligations(b)	142,671		144,069		144,390		142,144		140,193		1,697,442		2,410,909
Total contractual obligations	$	146,069	$	146,236	$	145,976	$	1,126,235	$	106,000	$	1,185,872	$	2,856,388
Total contractual obligations	$	181,161	$	182,559	$	182,880	$	180,634	$	1,159,438	$	1,697,442	$	3,584,114


(a)	The following items are in addition to the obligations disclosed in the above table:

• We have a legal obligation to perform certain asset retirement activities, including requirements upon ~~contract~~lease and easement terminations to remove ~~communications~~sites ~~infrastructure~~ or remediate the land upon which our ~~communications~~site ~~infrastructure~~ resides. The cash obligations disclosed in the above table, as of December 31, ~~2018~~2019, are exclusive of estimated undiscounted future cash outlays for asset retirement obligations of approximately $~~133~~82.6 million. As of December 31, ~~2018~~2019, the net present value of these asset retirement obligations was approximately $3311.4 million. See note 10 to our consolidated financial statements.


•	We are contractually obligated to pay or reimburse others for property taxes related to our sites.

• CCIC has the option to purchase approximately 68% of our sites that are leased or subleased or operated and managed under Sprint Master Leases at the end of their contract term. CCIC has no obligation to exercise the purchase option. See note 1 to our consolidated financial statements ~~for further discussion~~.


•	We have legal obligations for open purchase order commitments obtained in the ordinary course of business that have not yet been fulfilled.

(b) Amounts relate primarily to ~~contract~~lease obligations for the land interests on which our towers reside. ~~The~~and ~~operating~~are ~~lease~~based ~~payments~~on ~~included~~the inassumption ~~the~~that ~~table~~payments ~~above~~will ~~include~~be ~~payments~~made for certain renewal periods exercisable at our option that are reasonably certain to be exercised and anexcludes ~~estimate~~our of contingent payments ~~based~~for onoperating ~~revenues~~leases ~~and~~(such ~~gross~~as ~~margins~~payments ~~derived~~based ~~from~~on ~~existing~~revenues ~~tenant~~derived ~~contracts.~~from Assites oflocated ~~December~~on ~~31, 2018,~~ the ~~contracts~~leased ~~for~~asset) ~~land~~as ~~interests~~such ~~under~~arrangements ~~our~~are ~~towers~~excluded ~~had~~from anour ~~average~~operating ~~remaining~~lease ~~life~~liability. ofSee ~~approximately~~note 2511 ~~years,~~to ~~weighted~~our ~~based~~consolidated onfinancial ~~site~~statements ~~rental~~for ~~revenues.~~a ~~See~~further ~~note~~discussion 10of to our ~~consolidated~~operating ~~financial~~lease ~~statements~~obligations.

Debt Restrictions

The Secured Notes Indenture does not contain financial maintenance covenants but it does contain restrictive covenants, subject to certain exceptions, related to our ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests, and enter into related party transactions. With respect to the restriction regarding the issuance of debt, we may not issue debt other than (1) certain permitted refinancings of the 3.849% Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million or (3) unsecured debt or additional notes under the Secured Notes Indenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the Secured Notes Indenture) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, ~~2018~~2019, our Debt to Adjusted Consolidated Cash Flow Ratio was 2.3 to 1, and, as a result, we are currently not restricted in our ability to incur additional indebtedness. For purposes of restrictions related to our Secured Notes Indenture, relevant debt calculations (such as our Debt to Adjusted Consolidated Cash Flow Ratio) are calculated in accordance with GAAP that was in effect as of December 2012, and, as such, exclude the impact of our lease liability recorded as a result of our new lease standard adoption on January 1, 2019. Further, we are not restricted in our ability to distribute cash to affiliates or issue dividends to our member.

Accounting and Reporting Matters

Critical Accounting Policies and Estimates

~~The~~Our ~~following~~critical ~~is a discussion of the~~ accounting policies and estimates inare ~~effect~~those ~~for 2018~~ that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The critical accounting policies and estimates for ~~2018~~2019 are not intended to be a comprehensive list of our accounting policies and estimates. See note 23 to our consolidated financial statements for a summary of our significant accounting policies., Inincluding ~~many~~information ~~cases,~~related ~~the~~to ~~accounting~~our ~~treatment~~adoption of athe ~~particular~~new ~~transaction~~lease isaccounting ~~specifically~~guidance ~~dictated~~(commonly byreferred ~~GAAP, with no need for management's judgment. In other cases, management is required~~ to ~~exercise~~as ~~judgment~~"ACS in842" ~~the~~or ~~application~~"new oflease ~~accounting~~standard" ~~principles~~on ~~with~~January ~~respect~~1, ~~to particular transactions~~2019.

1619

~~Revenue~~Lease ~~Recognition~~Accounting - Lessee. Our ~~revenue~~lessee ~~consists~~arrangements ~~solely~~primarily consist of ~~site~~ground ~~rental~~leases ~~revenues,~~for ~~which~~land ~~are~~under ~~recognized~~our ontowers. aGround ~~ratable~~leases ~~basis~~for ~~over~~land ~~the~~are ~~fixed,~~specific ~~non-cancelable~~to ~~term~~each ofsite ~~the~~and ~~relevant~~are ~~contract (~~generally ~~ranging~~for ~~from~~an ~~five~~initial toterm ~~15 years), regardless~~ of ~~whether~~five ~~the~~to ~~payments~~10 ~~from~~years ~~the~~and ~~tenant~~ are ~~received~~renewable in(and ~~equal~~cancelable ~~monthly~~after ~~amounts during the life of~~ a ~~contract.~~notice ~~Certain~~period) ofat our ~~contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index)~~option. IfWe ~~the~~also ~~payment~~enter ~~terms~~into ~~call~~term ~~for~~easements ~~fixed~~and ~~escalations,~~ground ~~upfront~~leases ~~payments~~in orwhich ~~rent-free~~we ~~periods,~~prepay the ~~revenue~~entire ~~is recognized on a straight-line basis over the fixed, non-cancelable~~ term ~~of the contract~~. ~~When~~The ~~calculating~~majority ~~our straight-line rental revenues, we consider all fixed elements~~ of ~~tenant~~our ~~contractual~~lease ~~escalation~~agreements ~~provisions,~~have ~~even~~certain iftermination ~~such~~rights ~~escalation~~that ~~provisions~~provide ~~contain~~for acancellation ~~variable~~after ~~element (such as an escalator tied to an inflation-based index) in addition to~~ a ~~minimum.~~notice ~~Since we recognize revenue on a straight-line basis, a portion of the site rental revenues in a given~~ period ~~represents~~and ~~cash~~multiple ~~collected~~renewal oroptions ~~contractually~~exercisable ~~collectible~~at inour ~~other periods~~option. ~~Our~~ ~~assets~~We ~~related~~include tocertain ~~straight-line~~renewal ~~site~~option ~~rental~~periods ~~revenues are included~~ in ~~"deferred~~the ~~site~~lease ~~rental~~term ~~receivables."~~when ~~Amounts~~we ~~billed~~determine orthat ~~received~~the ~~prior~~options ~~to being earned,~~ are ~~deferred~~reasonably ~~and~~certain ~~reflected in "deferred revenues" and "above-market leases and other liabilities." See note 2~~ to ~~our~~be ~~consolidated financial statements~~exercised.

~~Accounting~~Operating ~~for~~lease ~~Long-Lived~~expense ~~Assets—Valuation.~~is Asrecognized ofon ~~December 31,~~a ~~2018~~ratable basis, ~~our~~regardless ~~largest~~of ~~assets~~whether ~~were~~the ~~our~~payment ~~intangible~~terms ~~assets,~~require ~~including~~us ~~goodwill~~to ~~and~~make ~~site~~payments ~~rental~~annually, ~~contracts~~quarterly, ~~and~~monthly, ~~tenant~~or ~~relationships~~for ~~(approximately~~the ~~$1.3~~entire ~~billion~~term ~~and $790 million~~ in ~~net~~advance. ~~book~~Certain ~~value,~~of ~~respectively,~~our ~~resulting~~ground ~~predominately~~lease ~~from~~agreements ~~the~~contain ~~merger~~fixed ofescalation ~~Global~~clauses ~~Signal~~(such ~~Inc.~~as ~~with~~fixed ~~and~~dollar ~~into~~or afixed ~~subsidiary~~percentage ~~of CCIC in 2007~~increases), ~~followed~~or byinflation-based ~~our~~escalation ~~$1.0~~clauses ~~billion~~(such inas ~~net~~those ~~book~~tied ~~value~~to ofthe ~~property~~change ~~and~~in ~~equipment,~~consumer ~~which~~price ~~predominately~~index ~~consists of sites~~("CPI")). ~~Nearly~~If ~~all~~the ofpayment ~~our~~terms ~~identifiable~~include ~~intangibles~~fixed ~~relate~~escalator toprovisions, the ~~site~~effect ~~rental~~of ~~contracts~~such ~~and~~increases ~~tenant~~is ~~relationships~~recognized ~~intangible~~on ~~assets.~~a ~~See~~straight-line ~~notes~~basis. 2We ~~and~~calculate 4the tostraight-line ~~our~~expense ~~consolidated~~over ~~financial~~the ~~statements~~contract's ~~for~~estimated ~~further~~lease ~~information~~term, ~~regarding~~including ~~the~~any ~~nature~~renewal ~~and~~option ~~composition~~periods ofthat ~~the~~we ~~site~~deem ~~rental~~reasonably ~~contracts~~certain ~~and~~to ~~tenant~~be ~~relationships intangible assets~~exercised.

In conjunction with the adoption of ASC 842, we recognized a right-of-use ("ROU") asset and lease liability for each of our operating leases. ROU assets represent our right to use an underlying asset for the estimated lease term, and lease liabilities represent the present value of our future lease payments. In assessing our leases and determining our lease liability at lease commencement or upon modification, we are not able to readily determine the rate implicit for our lessee arrangements and thus use CCIC's incremental borrowing rate on a collateralized basis to determine the present value of our lease payments. Our ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.

We review the carrying value of our ROU assets for impairment, similar to our other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of our ROU assets.

Revenue Recognition. Our revenue consists of site rental revenues, which includes both revenue from tenant contracts and amortization of tower installations and modifications. Site rental revenues are recognized on a ratable basis over the fixed, non-cancelable term of the relevant tenant contract generally ranging from five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of our tenant contracts contain (1) fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to CPI), (2) multiple renewal periods exercisable at the tenant's option, and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating our straight-line rental revenues, we consider all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an inflation-based index) in addition to a minimum. Since we recognize revenue on a straight-line basis, a portion of the site rental revenues in a given period represents cash collected or contractually collectible in other periods. Our assets related to straight-line site rental revenues are included in "Deferred site rental receivables." Amounts billed or received prior to being earned, are deferred and reflected in "Deferred revenues" and "Other long-term liabilities."

In addition to our revenue from tenant contracts, amounts under CCIC tower installation services and modifications agreements that represent a lease component to the Company are recognized as amortization of tower installations and modifications on a ratable basis over the length of the associated estimated lease term. We are not parties to such transactions. See "Explanatory Note" and note 2 to our consolidated financial statements for further information regarding the impact of the Restatement Adjustments.

See note 3 to our consolidated financial statements.

Accounting for Long-Lived Assets — Valuation. As of December 31, 2019, our largest assets were our intangible assets, including goodwill and site rental contracts and tenant relationships (approximately $1.3 billion and $676 million in net book value, respectively, resulting predominately from the merger of Global Signal Inc. with and into a subsidiary of CCIC in 2007), followed by our $1.0 billion in net book value of property and equipment, which predominately consists of sites. Nearly all of our identifiable intangibles relate to the site rental contracts and tenant relationships intangible assets. See notes 3 and 5 to our consolidated financial statements for further information regarding the nature and composition of the site rental contracts and tenant relationships intangible assets.

For our business combinations, we allocate the purchase price to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. Any purchase price in excess of the net fair value of the assets acquired and liabilities assumed is allocated to goodwill. The fair value of the vast majority of our assets and liabilities is determined by using either:


(1)	estimates of replacement costs (for tangible fixed assets such as sites), or

(2) discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and tenant relationships ~~and~~or ~~above~~operating lease right-~~market~~of-use assets and ~~below-market~~lease ~~leases~~liabilities acquired).

The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements, including the amount of depreciation, amortization and accretion expense. The most important estimates for measurement of tangible fixed assets are: (1) the cost to replace the asset with a new asset and (2) the economic useful life after giving effect to age, quality and condition. The most important estimates for measurement of intangible assets are (1) discount rates and (2) timing, length and amount of cash flows including estimates regarding tenant renewals and cancellations. The most important estimates for measurement of operating lease ROU assets and lease liabilities acquired are (1) present value of our future lease payments, including whether renewals or extensions should be measured, and (2) favorability or unfavorability to the current market terms.

We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our ground contracts or easements, to remove sites or remediate the land upon which certain of our sites reside. In determining the fair value of these asset retirement obligations, we must make several subjective and highly judgmental estimates such as those related to: (1) timing of cash flows, (2) future costs, (3) discount rates and (4) the probability of enforcement to remove the towers or remediate the land. See note 23 to our consolidated financial statements.

Accounting for Long-Lived Assets — Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. The substantial portion of our property and equipment represents the cost of our sites, which is depreciated with an estimated useful life equal to the shorter of (1) 20 years or (2) the term of the ~~contract~~lease (including optional renewals) for the land interests under the towers.

17The useful life of our intangible assets is estimated based on the period over which the intangible asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and tenant relationships intangible assets is limited by the maximum depreciable life of the site (20 years), as a result of the interdependency of the sites and site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and tenant relationships are valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, the site rental contracts are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.

~~The~~Accounting ~~useful~~for ~~life~~Long-Lived ofAssets ~~our~~— ~~intangible~~Impairment assets is estimated based on the period over which the intangible asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relateEvaluation. We review the ~~expected~~carrying ~~useful~~values ~~lives~~ of ~~our~~property ~~intangible assets on an ongoing basis~~ and ~~adjust~~equipment, ~~if necessary. Amortization expense for~~ intangible assets isor ~~computed~~other ~~using the straight~~long-~~line~~lived ~~method over the estimated useful life of each of the intangible~~ assets. ~~The~~for ~~useful~~impairment ~~life~~whenever ofevents ~~the~~or ~~site~~changes ~~rental~~in ~~contracts~~circumstances ~~and~~indicate ~~tenant~~that ~~relationships intangible assets is limited by~~ the ~~maximum~~carrying ~~depreciable~~amounts ~~life~~may ofnot ~~the~~be ~~communications infrastructure (20 years), as a result of the interdependency of the sites and site rental contracts and tenant relationships~~recoverable. InWe ~~contrast,~~utilize the ~~site~~following ~~rental~~dual ~~contracts~~grouping ~~and~~policy ~~tenant relationships are estimated to provide economic benefits~~ for ~~several~~purposes ~~decades because~~ of determining the ~~low~~unit ~~rate~~ of ~~tenant~~account ~~cancellations~~for ~~and~~testing ~~high~~impairment ~~rate~~ of ~~renewals experienced to date. Thus, while site rental contracts and tenant relationships are valued based upon~~ the ~~fair value of the~~ site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.:

~~Accounting~~(1) ~~for~~we ~~Long-Lived~~pool ~~Assets—Impairment~~site ~~Evaluation.~~rental Wecontracts ~~review~~and ~~the~~tenant ~~carrying~~relationships ~~values~~intangible ofassets and property and equipment, ~~intangible~~into ~~assets~~portfolio orgroups; other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We utilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and ~~tenant relationships:~~

(1) we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups, and


(2)	we separately pool site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.

We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing, because we view sites as portfolios and sites in a given portfolio and its related tenant contracts are not largely independent of the other sites in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of sites, (2) the interdependencies of site portfolios and (3) the manner in which sites are traded in the marketplace. The vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment are pooled into the U.S. owned ~~communications~~site ~~infrastructure~~ group. Secondly, and separately, we pool site rental contracts and tenant relationships by significant tenant or by tenant grouping (for individually insignificant tenants), as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.

Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will generally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performance compared to forecasted results or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our sites or (2) our tenant relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our sites or (2) our ability to derive benefit from our existing tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant. During the periods presented, there were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better than our expectations.21

IfOur ~~the~~determination ~~sum~~that ofan ~~the~~adverse ~~estimated~~event ~~future~~or ~~cash~~change ~~flows~~in ~~(undiscounted)~~circumstance ~~from~~has anoccurred ~~asset,~~that orindicates ~~portfolio~~that ~~group,~~the ~~significant~~carrying ~~tenant~~amounts ormay ~~tenant~~not ~~group~~be ~~(for~~recoverable ~~individually~~will ~~insignificant~~generally ~~tenants~~involve (1), asa ~~applicable,~~deterioration isin ~~less~~an ~~than~~asset's ~~its~~financial ~~carrying~~performance ~~amount,~~compared anto ~~impairment~~historical ~~loss~~results, ~~may~~(2) bea ~~recognized.~~shortfall Ifin ~~the~~an ~~carrying~~asset's ~~value~~financial ~~were~~performance compared to ~~exceed~~forecasted ~~the~~results ~~undiscounted~~or ~~cash~~(3) ~~flows,~~changes ~~measurement~~affecting ofthe anutility ~~impairment~~and ~~loss~~estimated ~~would~~future bedemands ~~based~~for on the ~~fair~~asset. ~~value~~When ofconsidering the ~~asset~~utility of our assets, ~~which~~we isconsider ~~based~~events onthat anwould ~~estimate~~meaningfully ofimpact ~~discounted~~(1) ~~future~~our ~~cash~~sites ~~flows.~~or ~~The~~(2) ~~most~~our ~~important~~tenant ~~estimates~~relationships. ~~for~~For ~~such~~example, ~~calculations~~consideration ofwould ~~undiscounted~~be ~~cash~~given ~~flows~~to ~~are~~events that impact (1) the ~~expected~~structural ~~additions~~integrity ~~of new tenants~~ and ~~equipment~~longevity onof our ~~communications~~sites ~~infrastructure~~or ~~and~~ (2) ~~estimates~~our ~~regarding~~ability ~~tenant~~to ~~cancellations~~derive ~~and~~benefit ~~renewals~~from ofour ~~contracts.~~existing Wetenant ~~could~~relationships, ~~record~~including ~~impairments~~events insuch ~~the~~as ~~future~~tenant's ifbankruptcy ~~changes~~or ininsolvency ~~long-term~~or ~~market~~loss ~~conditions,~~of ~~expected~~a ~~future~~significant ~~operating~~tenant. ~~results~~During 2019, orthere ~~the~~were ~~utility~~no ofevents ~~the~~or ~~assets~~circumstances ~~results~~that incaused ~~changes~~us ~~for~~to ~~our~~review ~~impairment test calculations, which negatively impact~~ the ~~fair~~carrying value of our intangible assets or property and equipment ~~and~~due ~~intangible~~in ~~assets,~~part orto ifour weassets ~~changed~~performing ~~our~~consistently ~~unit~~with ofor ~~account~~better inthan ~~the~~our ~~future~~expectations.

~~When~~If ~~grouping~~the ~~assets~~sum ~~into~~of ~~pools~~the ~~for~~estimated ~~purposes~~future ofcash ~~impairment~~flows ~~evaluation~~(undiscounted) from an asset, weor ~~also~~portfolio ~~consider~~group, ~~individual~~significant ~~sites~~tenant ~~within~~or atenant ~~grouping~~group (for ~~which~~individually weinsignificant ~~currently~~tenants), ~~have~~as noapplicable, ~~tenants.~~is ~~Approximately~~less 3%than ofits ~~our~~carrying ~~total~~amount, ~~towers~~an ~~currently~~impairment ~~have~~loss nomay ~~tenants~~be recognized. WeIf ~~continue~~the tocarrying ~~pay~~value ~~operating~~were ~~expenses~~to onexceed ~~these~~the ~~towers~~undiscounted incash ~~anticipation~~flows, measurement of ~~obtaining~~an ~~tenants~~impairment loss would be based on ~~these~~the ~~towers~~fair invalue of the ~~future~~asset, ~~primarily~~which ~~because~~is ofbased ~~the~~on ~~individual~~an ~~tower~~estimate ~~site~~of ~~demographics~~discounted future cash flows. WeThe ~~estimate,~~most ~~based~~important onestimates ~~current~~for ~~visibility,~~such ~~potential~~calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment on ~~approximately~~our ~~half~~sites ofand ~~these~~(2) ~~towers~~estimates regarding tenant cancellations and renewals of contracts. ToWe ~~the~~could ~~extent~~record weimpairments doin ~~not~~the ~~believe~~future ~~there~~if ~~are~~changes in long-term ~~prospects~~market conditions, expected future operating results, or the utility of ~~obtaining~~the ~~tenants~~assets onresults anin ~~individual~~changes ~~sites~~for our impairment test calculations, which negatively impact the fair value of our property and ~~all~~equipment ~~other~~and intangible assets, or if we changed our unit of account in the future.

18Approximately 3% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual towers. We estimate, based on current visibility, potential tenants on approximately half of these towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual asset and all other possible avenues for recovering the carrying value have been exhausted, including sale of the asset, we appropriately reduce the carrying value of such assets to fair value.

~~possible~~Accounting ~~avenues~~for Goodwill — Impairment Evaluation. We test goodwill for ~~recovering~~impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. We then perform a qualitative assessment to determine whether it is "more likely than not" that the ~~carrying~~fair value ~~has~~of ~~been~~the ~~exhausted,~~reporting ~~including~~unit ~~sale~~is ofless than its carrying amount. If we conclude that it is "more likely than not" that the ~~asset~~fair value of a reporting unit is less than its carrying amount, we ~~appropriately~~would ~~reduce~~be required to perform the ~~carrying~~two-step ~~value~~goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. We have one reporting unit for goodwill impairment testing. We performed our most recent annual goodwill impairment test as of ~~such~~October ~~assets~~1, 2019, which resulted in no impairments.

Accounting for Goodwill—Impairment Evaluation. We test goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. We then perform a qualitative assessment to determine whether it is “more likely than not” that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount, we would be required to perform the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. We have one reporting unit for goodwill impairment testing. We performed our annual goodwill impairment test as of October 1, 2018, which resulted in (1) the fair value of our reporting unit substantially exceeding the carrying value and (2) no impairments.

Accounting Pronouncements

Recently Adopted Accounting Pronouncements. See note 23 to our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted. ~~Effective~~ ~~January 1, 2019, we adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases.~~ See note 23 to our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our primary exposures to market risks are related to changes in interest rates, which may adversely affect our results of operations and financial position, including as a result of refinancing our existing debt or issuing incremental debt. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt. Currently, all of our debt is fixed rate. See "Item 7. MD&A—Contractual Cash Obligations" and note 56 to our consolidated financial statements for a discussion of our debt maturity.

As of December 31, ~~2018~~2019, we have no interest rate swaps hedging any refinancings. We typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.

1922

Item 8. Financial Statements and Supplementary Data

CC Holdings GS V LLC

Index to Consolidated Financial Statements and Financial Statement Schedules

	Page
Report of Independent Registered Public Accounting Firm	2124
Consolidated Balance Sheet as of December 31, 2018 and 2017	22
Consolidated Balance Sheet as of December 31, 2019 and 2018	25
Consolidated Statement of Operations for each of the three years in the period ended December 31, 2018	23
Consolidated Statement of Operations for each of the three years in the period ended December 31, 2019	26
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2018	24
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2019	27
Consolidated Statement of Changes in Member's Equity for each of the three years in the period ended December 31, 2018	25
Consolidated Statement of Changes in Member's Equity for each of the three years in the period ended December 31, 2019	28
Notes to Consolidated Financial Statements	2629
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2018, 2017 and 2016	42
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 and 2017	64
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2018 and 2017	43
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2019 and 2018	65

Financial statements of certain of CC Holdings GS V LLC's wholly-owned subsidiaries are included pursuant to Rule 3-16 of Regulation S-X in financial statement schedules in a separate section of this Annual Report on Form 10-K (beginning on page S-1 following Part IV).23

Report of Independent Registered Public Accounting Firm

To the Board of Directors and ~~Members~~Member of

CC Holdings GS V LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of CC Holdings GS V LLC and its subsidiaries (the “Company”) as of December 31, ~~2018~~2019 and ~~2017~~2018, and the related consolidated statements of operations, ~~cash~~of ~~flows and~~ changes in member’'s equity and of cash flows for each of the three years in the period ended December 31, ~~2018~~2019, including the related notes and financial statement schedules listed in the accompanying index appearing under Item 15(a)(2) for each of the three years in the period ended December 31, 2019 appearing after Item 16 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2019 and ~~2017~~2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2018~~2019 in conformity with accounting principles generally accepted in the United States of America.

Restatement of Previously Issued Financial Statements

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2018 and 2017 financial statements to correct errors.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on January 1, 2019.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

~~February~~April 259, ~~2019~~2020

We have served as the Company's auditor since 2011.

2124

CC HOLDINGS GS V LLC

CONSOLIDATED BALANCE SHEET

(In thousands of dollars)

	December 31,
	2018		2017
	2019		2018
			(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	1820,~~707~~407	$	3018,~~771~~707
Receivables, net of allowance of $1,601 and $1,300, respectively	4,327		2,581
Receivables, net of allowance of $1,631 and $1,601, respectively	3,620		4,327
Prepaid expenses	23,155		24,300
Prepaid expenses(a)	29,643		23,155
Deferred site rental receivables	2612,~~460~~714		2426,~~638~~460
Other current assets	~~554~~564		~~467~~554
Total current assets	7366,~~203~~948		8273,~~757~~203
Deferred site rental receivables	~~343~~354,~~740~~075		~~333~~343,~~164~~740
Property and equipment, net	1,~~017~~010,~~767~~367		1,~~041~~010,~~157~~451
Operating lease right-of-use assets(a)	1,150,476		—
Goodwill	1,338,730		1,338,730
Site rental contracts and tenant relationships, net	~~789~~676,~~974~~398		~~902~~789,~~667~~974
Other intangible assets, net	18,353		19,859
Other intangible assets, net(a)	2,558		18,353
Long-term prepaid rent and other assets, net	39,669		38,154
Long-term prepaid rent and other assets, net(a)	1,905		39,669
Total assets	$	34,~~621~~601,~~436~~457	$	3,~~756~~614,~~488~~120
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	12,~~933~~652	$	1,~~801~~933
Accrued interest	8,126		8,126
Deferred revenues	1270,~~533~~217		1159,~~586~~766
Other accrued liabilities	8,866		8,828
Other accrued liabilities(a)	6,146		8,866
Total current liabilities	31,458		30,341
Current portion of operating lease liabilities - third parties(a)	37,164		—
Debt	994,047		992,663
Current portion of operating lease liabilities - related parties(a)	20,417		—
Deferred ground lease payable	112,832		107,673
Total current liabilities	144,722		78,691
Above-market leases and other liabilities	50,108		49,340
Debt	995,431		994,047
Total liabilities	1,188,445		1,180,017
Operating lease liabilities - third parties(a)	845,960		—
Commitments and contingencies (note 9)
Operating lease liabilities - related parties(a)	314,920		—
Deferred ground lease payable(a)	—		112,832
Other long-term liabilities(a)	203,470		209,352
Total liabilities	2,504,503		1,394,922
Commitments and contingencies (note 10)
Member's equity:
Member's equity	2,~~432~~096,~~991~~954		2,~~576~~219,~~471~~198
Accumulated earnings (deficit)	—		—
Total member's equity	2,~~432~~096,~~991~~954		2,~~576~~219,~~471~~198
Total liabilities and equity	$	34,~~621~~601,~~436~~457	$	3,~~756~~614,~~488~~120


(a)	See "Recently Adopted Accounting Pronouncements" in note 3 to the consolidated financial statements for a discussion of the recently adopted lease standard.

See accompanying notes to consolidated financial statements.

2225

CC HOLDINGS GS V LLC

CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands of dollars)

	Years Ended December 31,
	2018				2017				2016
	2019			2018			2017
Site rental revenues	$	659,490			$	616,897			$	611,639
				(As Restated)
Operating expenses:
Site rental revenues:
Site rental cost of operations—third parties(a)	149,748				149,764				151,812
Revenues from tenant contracts	678,150			659,490			616,897
Site rental cost of operations—related parties(a)	40,981				36,655				33,901
Amortization of tower installations and modifications(a)	52,341			43,491			38,435
Site rental cost of operations—total(a)	190,729				186,419				185,713
Total site rental revenues	730,491			702,981			655,332
Management fee—related party	48,520				46,946				45,433
Operating expenses:
Asset write-down charges	593				181				4,851
Site rental costs of operations—third parties(b)	152,619			149,748			149,764
Depreciation, amortization and accretion	210,072				210,607				209,361
Site rental costs of operations—related parties(b)	43,281			40,981			36,655
Total operating expenses	449,914				444,153				445,358
Site rental costs of operations—total(b)	195,900			190,729			186,419
Operating income (loss)	209,576				172,744				166,281
Management fee—related party	49,837			48,520			46,946
Interest expense and amortization of deferred financing costs	(39,874		)		(39,874		)		(49,515		)
Asset write-down charges	1,050			593			181
Gains (losses) on retirement of debt	—				—				(10,273		)
Depreciation, amortization and accretion	207,396			207,528			207,764
Other income (expense)	196				287				(242		)
Total operating expenses	454,183			447,370			441,310
Income (loss) before income taxes	169,898				133,157				106,251
Operating income (loss)	276,308			255,611			214,022
Benefit (provision) for income taxes	(416		)		614				668
Interest expense and amortization of deferred financing costs	(39,874	)		(39,874	)		(39,874	)
Net income (loss)	$	169,482			$	133,771			$	106,919
Other income (expense)	669			196			287
Income (loss) before income taxes	237,103			215,933			174,435
Benefit (provision) for income taxes	(426	)		(416	)		614
Net income (loss)	236,677			215,517			175,049

(a) ~~Exclusive~~Represents the amortization of ~~depreciation,~~deferred ~~amortization~~revenues ~~and~~recorded ~~accretion~~in ~~shown~~connection ~~separately~~with ~~and~~the ~~certain~~CCIC ~~indirect~~transactions ~~costs~~described ~~included~~in note 2 that result in permanent improvements to the ~~management~~Company's ~~fee~~towers. The Company receives no cash from, and is not party to, such transactions


(b)	Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

See accompanying notes to consolidated financial statements.

2326

CC HOLDINGS GS V LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of dollars)

	Years Ended December 31,
	2018			2017			2016
	2019			2018			2017
Cash flows from operating activities:
				(As Restated)
Net income (loss)	$	169,482		$	133,771		$	106,919
Cash flows from operating activities(a):
Net income (loss)	$	236,677		$	215,517		$	175,049
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	~~210~~207,~~072~~396			~~210~~207,~~607~~528			~~209~~207,~~361~~764
Amortization of deferred financing costs	1,384			1,384			21,~~427~~384
Asset write-down charges	~~593~~1,050			~~181~~593			~~4,851~~181
(Gains) losses on retirement of debt	—			—			10,273
Changes in assets and liabilities:
Increase (decrease) in accrued interest	—			—			(529		)
Increase (decrease) in accounts payable	(3,102		)	(81		)	(1,110		)
Increase (decrease) in accounts payable	(81		)	(1,110		)	257
Increase (decrease) in other liabilities	18,780			15,648			779
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities	4,346			1,964			3,678
Decrease (increase) in receivables	1,887			(1,745		)	946
Decrease (increase) in receivables	(1,745		)	946			458
Decrease (increase) in other assets	(13,003		)	(12,003		)	9,574
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent and other assets	(12,003		)	9,574			(4,643		)
Net cash provided by (used for) operating activities	451,069			426,841			394,567
Net cash provided by (used for) operating activities	372,048			357,317			333,052
Cash flows from investing activities(a):
Cash flows from investing activities:
Capital expenditures	(86,610		)	(70,929		)	(48,312		)
Capital expenditures	(71,150		)	(49,551		)	(53,409		)
Net cash provided by (used for) investing activities	(86,610		)	(70,929		)	(48,312		)
Net cash provided by (used for) investing activities	(71,150		)	(49,551		)	(53,409		)
Cash flows from financing activities(a):
Cash flows from financing activities:
Distributions to member	(362,759		)	(367,976		)	(335,034		)
Purchases and redemptions of debt	—			—			(508,472		)
Net cash provided by (used for) financing activities	(362,759		)	(367,976		)	(335,034		)
Equity contribution related to debt repayment	—			—			508,472
Net increase (decrease) in cash and cash equivalents	1,700			(12,064		)	11,221
Distributions to member	(312,962		)	(296,545		)	(280,494		)
Cash and cash equivalents at beginning of year	18,707			30,771			19,550
Net cash provided by (used for) financing activities	(312,962		)	(296,545		)	(280,494		)
Cash and cash equivalents at end of year	$	20,407		$	18,707		$	30,771
Net increase (decrease) in cash and cash equivalents	(12,064		)	11,221			(851		)
Cash and cash equivalents at beginning of year	30,771			19,550			20,401
Cash and cash equivalents at end of year	$	18,707		$	30,771		$	19,550

(a)

The Company receives no cash from, and is not party to, the CCIC transactions described in note 2. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.

See accompanying notes to consolidated financial statements.

2427

CC HOLDINGS GS V LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY

(In thousands of dollars)

	Member's Equity	~~Member's Equity~~			AccumulatedEarnings (Deficit)	~~AccumulatedEarnings (Deficit)~~			Total	~~Total~~
Balance, December 31, 2015		$	2,327,938			$	76,410			$	2,404,348
Balance, December 31, 2016 (as restated)	$	2,531,642			$	—			$	2,531,642
Equity contribution related to debt repayment (note 5)		508,472				—				508,472
Distributions to member (note 7) (as restated)(a)	(159,985		)		(175,049		)		(335,034		)
Distributions to member (note 6)		(97,165		)		(183,329		)		(280,494		)
Net income (loss) (as restated)	—				175,049				175,049
Net income (loss)		—				106,919				106,919
Balance, December 31, 2017 (as restated)	$	2,371,657			$	—			$	2,371,657
Balance, December 31, 2016		$	2,739,245			$	—			$	2,739,245
Distributions to member (note 7) (as restated)(a)	(152,459		)		(215,517		)		(367,976		)
Distributions to member (note 6)		(162,774		)		(133,771		)		(296,545		)
Net income (loss) (as restated)	—				215,517				215,517
Net income (loss)		—				133,771				133,771
Balance, December 31, 2018 (as restated)	$	2,219,198			$	—			$	2,219,198
Balance, December 31, 2017		$	2,576,471			$	—			$	2,576,471
Other contribution from parent (note 7)	3,838				—				3,838
Distributions to member (note 6)		(143,480		)		(169,482		)		(312,962		)
Distributions to member (note 7)(a)	(126,082		)		(236,677		)		(362,759		)
Net income (loss)	—	—			236,677	~~169,482~~			236,677	~~169,482~~
Balance, December 31, 2018		$	2,432,991			$	—			$	2,432,991
Balance, December 31, 2019	$	2,096,954			$	—			$	2,096,954


(a)	The Company receives no cash from, and is not party to, the CCIC transactions described in note 2.

See accompanying notes to consolidated financial statements.

2528

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in thousands)


1.	Basis of Presentation

The ~~accompanying~~ consolidated financial statements ~~reflect~~include the ~~consolidated~~accounts ~~financial position, results~~ of ~~operations and cash flows of~~ CC Holdings GS V LLC ("CCL") and its consolidated wholly- owned subsidiaries (collectively, "Company"). The Company is a wholly- owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC" or "Crown Castle"). CCL is a Delaware limited liability company ("LLC") that is a holding company and an issuer of the Company's debt. ~~Intercompany~~ ~~accounts,~~All ~~transactions~~significant intercompany balances and ~~profits~~transactions have been eliminated in consolidation. As used herein, the term "including," and any variation thereof means "including without ~~limitations~~limitation." The use of the word "or" herein is not exclusive.

The Company is organized specifically to own, lease and manage approximately 7,600 towers and other structures, such as rooftops, geographically dispersed throughout the U.S. (collectively, "towers"), and to a lesser extent, interests in land under third party and related party towers in various forms ("land interests") (collectively, "~~communications infrastructure" or "~~sites") that are geographically dispersed across the United States ("U.S"). The Company's core business is providing access, including space or capacity, to its sites via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "tenant contracts"). The Company's ~~existing~~ customers on its ~~communication~~sites ~~infrastructure~~ are referred to herein as "tenants." Management services related to the Company's sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under the Management Agreement (as defined ~~below~~in note 6), as the Company has no employees.

Approximately 68% of the Company's sites are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master ~~lease~~leases or other agreements with Sprint ("Sprint Sites"). CCIC, through its subsidiaries (including the Company), has the option to purchase in 2037 all (but not less than all) of the Sprint Sites from Sprint for approximately $2.3 billion. CCIC has no obligation to exercise the purchase option.

For U.S. federal income tax purposes, CCIC operates as a real estate investment trust ("REIT"), and as its indirect subsidiary, the Company's assets and operations are included in the CCIC REIT. See notes 23 and 89.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~and~~ the disclosure ~~for~~of contingent assets and liabilities atas of the date of the financial statements, asand ~~well as~~ the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. ~~Summary~~Restatement of ~~Significant~~Previously ~~Accounting~~Issued ~~Policies~~Consolidated Financial Statements

In connection with the filing of its Form 10-K, CCIC corrected certain historical errors related to the timing of revenue recognition for its tower installation services. Specifically, CCIC determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under GAAP. Instead, a portion of the transaction price for CCIC's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represents a lease component for GAAP purposes and should be recognized by CCIC as site rental revenues on a ratable basis over the associated estimated lease term.

CCIC, through its wholly owned subsidiary, offers certain installation and other construction-related services to tenants on the towers owned by CCIC's subsidiaries (including to tenants on the Company's towers). That business is separate from the operations of the Company, and the Company (1) is not party to such transactions and (2) does not receive any cash associated with such transactions. However, when CCIC is engaged by, and performs an installation or other activity for, a tenant that is locating or located on the Company's towers, and such transaction results in (1) enhancing a tower in connection with a new tenant installing equipment on the tower for the first time or as part of subsequent equipment augmentations or (2) modifying the structure of a tower to accommodate the additional tenant,the Company records any permanent improvement that is made on its tower site as a fixed asset. Historically, in connection with recording such permanent improvements as fixed assets on its financial statements, the Company would also record a corresponding amount as a capital contribution from CCIC.

The Company has determined that, despite the Company not receiving any cash, an amount equal to the lease component as a result of such installation and other construction-related services should be recorded on the consolidated financial statements as deferred revenue, and then amortized as revenues on a ratable basis over the length of the tenants’ associated estimated lease term.

Due to this determination, the Company has restated its financial statements for the years ended December 31, 2018 and 2017, including each of the unaudited condensed consolidated financial statements for the quarterly and year-to-date periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

In addition to the determination discussed above, the Company has also determined that errors existed related to its accounting for obligations to perform asset retirement activities pursuant to its ground lease and easement agreements. Specifically, the Company should not have recorded asset retirement obligations for its Sprint Sites, as the associated estimated retirement would occur beyond the period for which the Company has a contract term to these sites. The correction of the errors related to the Company's accounting for obligations to perform asset retirement activities resulted in (1) decreases to "Property and equipment, net" and "Other long-term liabilities" of $4.6 million and $22.6 million, respectively, and a corresponding net increase to "Member's equity" of $18.0 million on the Company's consolidated balance sheet as of December 31, 2018, and (2) a decrease to "Depreciation, amortization, and accretion" on the Company's consolidated statement of operations of $2.4 million and $2.7 million for the years ended December 31, 2018 and 2017, respectively.

The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Member's equity" as of January 1, 2017. The adjustments to correct the historical errors described above are referred to herein as the "Restatement Adjustments." In addition to the Restatement Adjustments, the Company has also made other adjustments to the financial statements referenced above to correct errors that were not material to its consolidated financial statements. Such immaterial adjustments are related to a revision in the presentation of certain tower installation activities from a gross basis to a net basis, including the associated removal of certain amounts historically categorized as capital expenditures. Collectively, the Company refers to the Restatement Adjustments and other adjustments as "Historical Adjustments."

The following tables summarize the effects of the Historical Adjustments on the Company’s restated consolidated balance sheet as of December 31, 2018 and its restated consolidated statement of operations, restated consolidated statement of cash flows and restated consolidated statement of changes in member's equity for the years ended December 31, 2018 and 2017. In addition to the restatement of the financial statements, certain historical information within the notes to the consolidated financial statements has been restated to reflect the correction of the Historical Adjustments.

The Restatement Adjustments in the tables below reflect the impact of (1) allocating an amount equal to the lease component as a result of such installation and other construction-related services on the consolidated financial statements as deferred revenue, and then amortizing those amounts as amortization of tower installations and modifications on a ratable basis over the length of the tenants’ associated estimated lease term and (2) correcting errors related to the Company's accounting for obligations to perform asset retirement activities.

Consolidated Balance Sheet



	December 31, 2018
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
ASSETS
Property and equipment, net	$	1,017,767	$	(4,584	)	$	(2,732	)	$	1,010,451
Total assets	3,621,436		(4,584		)	(2,732		)	3,614,120

LIABILITIES AND EQUITY
Current liabilities:
Deferred revenues^(a)	12,533		47,233			—			59,766
Total current liabilities	31,458		47,233			—			78,691
Other long-term liabilities^(a)	50,108		159,244			—			209,352
Total liabilities	1,188,445		206,477			—			1,394,922
Member's equity:
Member's equity	2,432,991		(211,061		)	(2,732		)	2,219,198
Total member's equity	2,432,991		(211,061		)	(2,732		)	2,219,198
Total liabilities and equity	$	3,621,436	$	(4,584	)	$	(2,732	)	$	3,614,120


(a)	Reflects the recording of deferred revenues in connection with the CCIC transactions that result in permanent improvements to the Company's towers described above. The Company receives no cash from, and is not party to, such transactions.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

Consolidated Statement of Operations



	Year Ended December 31, 2018
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
Site rental revenues:
Revenues from tenant contracts	$	659,490	$	—		$	—		$	659,490
Amortization of tower installations and modifications^(a)	—		43,491			—			43,491
Total site rental revenues	659,490		43,491			—			702,981
Operating expenses:
Depreciation, amortization and accretion	210,072		(2,367		)	$	(177	)	207,528
Total operating expenses	449,914		(2,367		)	(177		)	447,370
Operating income (loss)	209,576		45,858			177			255,611
Income (loss) before income taxes	169,898		45,858			177			215,933
Net income (loss)	$	169,482	$	45,858		$	177		$	215,517



	Year Ended December 31, 2017
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
Site rental revenues:
Revenues from tenant contracts	$	616,897	$	—		$	—		$	616,897
Amortization of tower installations and modifications^(a)	—		38,435			—			38,435
Total site rental revenues	616,897		38,435			—			655,332
Operating expenses:
Depreciation, amortization and accretion	210,607		(2,710		)	(133		)	207,764
Total operating expenses	444,153		(2,710		)	(133		)	441,310
Operating income (loss)	172,744		41,145			133			214,022
Income (loss) before income taxes	133,157		41,145			133			174,435
Net income (loss)	$	133,771	$	41,145		$	133		$	175,049


(a)	Represents the amortization of deferred revenues recorded in connection with the CCIC transactions that result in permanent improvements to the Company's towers described above. The Company receives no cash from, and is not party to, such transactions

Consolidated Statement of Cash Flows



	Year Ended December 31, 2018
	As Reported			Restatement Adjustments			Other Adjustments			As Restated
Cash flows from operating activities^(a):
Net income (loss)	$	169,482		$	45,858		$	177		$	215,517
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	210,072			(2,367		)	(177		)	207,528
Increase (decrease) in other liabilities	4,346			11,302			—			15,648
Net cash provided by (used for) operating activities	372,048			54,793			—			426,841
Cash flows from investing activities^(a):
Capital expenditures	(71,150		)	—			221			(70,929		)
Net cash provided by (used for) investing activities	(71,150		)	—			221			(70,929		)
Cash flows from financing activities^(a):
Distributions to member	(312,962		)	(54,793		)	(221		)	(367,976		)
Net cash provided by (used for) financing activities	(312,962		)	(54,793		)	(221		)	(367,976		)
Net increase (decrease) in cash and cash equivalents	(12,064		)	—			—			(12,064		)
Cash and cash equivalents at beginning of year	30,771			—			—			30,771
Cash and cash equivalents at end of year	$	18,707		$	—		$	—		$	18,707

(a)

The Company receives no cash from, and is not party to, the CCIC transactions described above. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)



	Year Ended December 31, 2017
	As Reported			Restatement Adjustments			Other Adjustments			As Restated
Cash flows from operating activities^(a):
Net income (loss)	$	133,771		$	41,145		$	133		$	175,049
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	210,607			(2,710		)	(133		)	207,764
Increase (decrease) in other liabilities	1,964			(1,185		)	—			779
Net cash provided by (used for) operating activities	357,317			37,250			—			394,567
Cash flows from investing activities^(a):
Capital expenditures	(49,551		)	—			1,239			(48,312		)
Net cash provided by (used for) investing activities	(49,551		)	—			1,239			(48,312		)
Cash flows from financing activities^(a):
Distributions to member	(296,545		)	(37,250		)	(1,239		)	(335,034		)
Net cash provided by (used for) financing activities	(296,545		)	(37,250		)	(1,239		)	(335,034		)
Net increase (decrease) in cash and cash equivalents	11,221			—			—			11,221
Cash and cash equivalents at beginning of year	19,550			—			—			19,550
Cash and cash equivalents at end of year	$	30,771		$	—		$	—		$	30,771

(a)

Consolidated Statement of Changes in Member's Equity



	December 31, 2016
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
Member's equity	$	2,739,245	$	(206,021	)	$	(1,582	)	$	2,531,642
Total member's equity	$	2,739,245	$	(206,021	)	$	(1,582	)	$	2,531,642

	December 31, 2017
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
Member's equity	$	2,576,471	$	(202,126	)	$	(2,688	)	$	2,371,657
Total member's equity	$	2,576,471	$	(202,126	)	$	(2,688	)	$	2,371,657

	December 31, 2018
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
Member's equity	$	2,432,991	$	(211,061	)	$	(2,732	)	$	2,219,198
Total member's equity	$	2,432,991	$	(211,061	)	$	(2,732	)	$	2,219,198


3.	Summary of Significant Accounting Policies

The following is a discussion of the Company's significant accounting policies in effect for the year ended December 31, 2019.

Receivables Allowance

An allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status or contractual provisions. Additions to the allowance for doubtful accounts are charged to ~~“site~~"Site rental ~~cost~~costs of operations,”" and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.

Lease Accounting

~~General. The~~Effective ~~Company~~January ~~classifies~~1, ~~its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one of the following criteria are met~~2019, ~~subject to certain exceptions noted below: (1)~~ the ~~lease~~Company ~~transfers~~adopted ~~ownership~~new ofguidance ~~the~~on ~~leased assets to~~ the ~~lessee~~recognition, ~~(2)~~measurement, ~~there~~presentation isand adisclosure ~~bargain~~of ~~purchase~~leases ~~option,~~ (3)commonly ~~the~~referred ~~lease term is equal~~ to ~~75%~~as or"ASC ~~more~~842" ~~of the economic life of the leased assets~~ or ~~(4)~~ the ~~present~~"new ~~value of the minimum~~ lease ~~payments equals or exceeds 90% of the fair value of the leased assets~~standard").

Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraph is present relating to the leased assets. When the Company, as lessee, classifies a lease as a capital lease, it records an asset in an amount equal to the present value of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis as discussed under "Costs of Operations" below. 32

Lessor. If the Company is the lessor of leased property that is part of a larger whole (including a portion of space on a tower) and for which fair value is not objectively determinable, then such lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basis as discussed under "Revenue Recognition."

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

~~Effective~~The ~~January~~new 1,lease ~~2019,~~standard ~~the~~requires ~~Company~~lessees ~~adopted~~to ~~new~~recognize ~~lease~~a ~~accounting~~right-of-use ~~guidance~~("ROU") onasset ~~the~~and ~~recognition,~~a ~~measurement~~lease liability, ~~presentation~~initially ~~and~~measured ~~disclosure~~at the present value of the lease payments for all leases with a term greater than 12 months. ~~See~~ ~~also~~The accounting for lessors remained largely unchanged from previous guidance. See "~~Recent~~Recently Adopted Accounting Pronouncements" ~~Not~~for ~~Yet~~additional ~~Adopted"~~information ~~below~~regarding ~~for~~the ~~further~~adoption ~~discussion.~~of the new lease standard.

General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease.

Lessee. The Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are specific to each site, generally contain an initial term of five to 10 years and are renewable (and cancelable after a notice period) at the Company's option. The Company also enters into term easements and ground leases in which it prepays the entire term.

The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.

The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met.

ROU assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. "Current portion of operating lease liabilities—third parties," "Current portion of operating lease liabilities—related parties," "Operating lease liabilities—third parties" and "Operating lease liabilities—related parties" on the Company's condensed consolidated balance sheet. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments.

In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.

Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the tenant contract's estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised.

Lease agreements may also contain provisions for a contingent payment based on (1) the revenues derived from the sites located on the leased asset, (2) the change in CPI or (3) the usage of the leased asset. The Company's contingent payments are considered variable lease payments and are (1) not included in the initial measurement of the ROU asset or lease liability due to the uncertainty of the payment amount and (2) recorded as expense in the period such contingencies are resolved.

ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's consolidated balance sheet. If applicable, the Company measures the lease liability for finance leases using the effective interest method. The initial lease liability is increased to reflect interest on the liability and decreased to reflect payments made during the period. Interest on the lease liability is determined each period during the lease term as the amount that results in a constant periodic discount rate on the remaining balance of the liability. The Company measures ROU assets for finance leases on a ratable basis over the applicable lease term.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets.

Lessor. The Company's lessor arrangements primarily include tenant contracts for dedicated space on its shared sites. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases.

Site rental revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company's tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.

In addition to the Company's revenue from tenant contracts, amounts under CCIC tower installation services and modifications agreements that represent a lease component to the Company are recognized as amortization of tower installations and modifications on a ratable basis over the length of the associated estimated lease term. See note 2 to the consolidated financial statements for further information regarding the impact of the Restatement Adjustments.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easements for land, which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, the Company reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of ~~communications~~sites ~~infrastructure~~ is generally computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, ~~renewals~~and orpermanent improvements to the Company's sites are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Abandonments and write-offs of property and equipment are recorded to "~~asset~~Asset write-down charges" on the Company's consolidated statement of operations and were $01.31 million, $0.23 million and $40.92 million for the years ended December 31, ~~2018~~2019, ~~2017~~2018 and ~~2016~~2017, respectively.

Asset Retirement Obligations

Pursuant to its ground lease and easement agreements, the Company records obligations to perform asset retirement activities, including requirements to remove ~~communications~~sites ~~infrastructure~~ or remediate the land upon which the Company's ~~communications~~site ~~infrastructure~~ resides. With respect to the Sprint Sites, the Company does not have retirement obligations to the extent such retirement would occur beyond the period for which it has a contract term. Asset retirement obligations are included in "~~above~~Other long-~~market~~term ~~leases and other~~ liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "~~depreciation~~Depreciation, amortization and accretion" ~~expense~~ on the Company's consolidated statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset. See note 2 to the consolidated financial statements for further information regarding the impact of the Restatement Adjustments.

~~Goodwill~~34

Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a “step-one impairment test,” is a screen for potential impairment while the second step measures the amount of any impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company has one reporting unit for goodwill impairment testing. The Company performed its most recent annual goodwill impairment test as of October 1, 2018, which resulted in no impairments.

Other Intangible Assets

Intangible assets are included in "site rental contracts and tenant relationship, net" and "other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contracts and tenant relationships or (2) below-market leases for land interests under the acquired towers classified as "other intangible assets, net." The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing contracts, (2) the expected exercise of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions or (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing contracts.

The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company, which is calculated on an individual tenant basis, considering, among other things, the contractual provisions with the tenant and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

assets. The useful life of the site rental contracts and tenant relationships intangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and tenant relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts and tenant relationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites. Goodwill

Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of any impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company has one reporting unit for goodwill impairment testing. The Company performed its most recent annual goodwill impairment test as of October 1,2019, which resulted in no impairments.

Intangible Assets

Intangible assets are included in "Site rental contracts and tenant relationships, net" and "Other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships recorded in conjunction with acquisitions. The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the high rate of tenant retention, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases.

The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and tenant relationships intangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental leases. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental leases and tenant relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, the site rental contracts and tenant relationships are amortized over a period not to exceed 20 years.

The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and tenant relationships intangible assets. First, the Company pools the site rental contracts and tenant relationships with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.

~~Above-market~~See ~~Leases~~"Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.

Above-market leases consist of the estimated fair value of above-market leases for land interests under the Company's towers. Above-market leases for land interests are amortized to costs of operations over their respective estimated remaining contract term at the acquisition date.

Deferred Financing Costs

Third-party costs incurred to obtain financing are deferred and are included as a direct deduction from the carrying amount of the related debt liability in "~~debt~~Debt" on the Company's consolidated balance sheet.

Revenue Recognition

Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. The Company's contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the ~~consumer price index ("~~CPI")~~). If the payment terms call for fixed escalations~~, ~~upfront~~(2) ~~payments,~~multiple orrenewal ~~rent-free~~ periods, ~~the~~exercisable ~~revenue~~at ~~is recognized on a straight-line basis over~~ the ~~fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of~~ tenant ~~contractual escalation provisions. The Company~~'s ~~assets~~option ~~related to straight-line site rental revenues are included in "deferred site rental receivables." Amounts billed or received prior to being earned are deferred~~ and ~~reflected~~(3) inonly ~~"deferred~~limited ~~revenues"~~termination onrights at the ~~Company's consolidated balance sheet.~~

~~Costs of Operations~~35

In excess of three-fourths of the Company's site rental cost of operations consists of ground lease expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes or insurance.

Generally, the ground lease agreements are specific to each site, are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easements and ground leases in which it prepays the entire term in advance. Ground lease expense is recognized on a ratable basis, regardless of whether the contract payment terms require the Company to make payments annually, quarterly, monthly or for the entire term in advance. The Company's ground leases contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period that equals or exceeds the remaining depreciable life of the communications infrastructure asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing ground lease renewal options, the Company has straight-lined the ground lease expense over a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company's policy is to record ground lease agreements with affiliates under the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

~~The~~applicable ~~Company~~tenant's option through the current ~~liability~~term. ~~related~~If tothe ~~straight-line~~payment ~~ground~~terms ~~lease~~call ~~expense~~for isfixed ~~included~~escalations, inupfront ~~"other~~payments, ~~accrued~~or ~~liabilities"~~rent-free onperiods, the ~~Company's~~revenue ~~consolidated~~is ~~balance~~recognized ~~sheet~~on ~~and~~a ~~was~~straight-line ~~$2.3~~basis ~~million~~over ~~and~~the ~~$1.9~~fixed, ~~million~~non-cancelable asterm of ~~December~~the ~~31,~~agreement. ~~2018~~When ~~and~~calculating ~~2017~~straight-line rental revenues, ~~respectively. The~~the Company's ~~non-current~~considers ~~liability~~all ~~related~~fixed toelements ~~straight-line~~of ~~ground~~tenant ~~lease~~contractual ~~expense~~escalation isprovisions, ~~included~~even inif ~~"deferred~~such ~~ground~~escalation ~~lease~~provisions ~~payable"~~contain ona ~~the~~variable ~~Company's~~element ~~consolidated~~in ~~balance~~addition ~~sheet~~to a minimum. The Company's assets related to ~~prepaid~~straight-line ~~ground~~site ~~leases~~rental isrevenues are included in "~~prepaid~~Deferred ~~expenses"~~site ~~and~~rental receivables."~~long-term~~ Amounts ~~prepaid~~billed ~~rent~~or ~~and~~received ~~other~~prior ~~assets, net" on the Company's consolidated balance sheet. The Company's current liability related~~ to ~~accrued~~being ~~property~~earned ~~taxes~~are isdeferred ~~included~~and reflected in "~~other~~Deferred ~~accrued liabilities~~revenues" on the Company's consolidated balance sheet ~~and was $5~~.~~5 million and $5.7 million as of December 31, 2018 and 2017, respectively.~~

In addition to the Company's revenue from tenant contracts, amounts under CCIC tower installation services and modifications agreements that represent a lease component to the Company are recognized as "Amortization of tower installations and modifications" on the Company's consolidated statement of operations on a ratable basis over the length of the associated estimated lease term. The Company and its subsidiaries are not parties to such transactions. See note 2 to the consolidated financial statements for further information regarding the impact of the Restatement Adjustments.

Costs of Operations

More than three-fourths of the Company's site rental costs of operations expenses consist of ground lease expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes and insurance. The Company's current liability related to accrued property taxes is included in "Other accrued liabilities" on the Company's consolidated balance sheet and was $4.7 million and $5.5 million as of December 31, 2019 and 2018, respectively. Generally, the Company's ground leases for land are specific to each site and are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easement and ground leases in which it prepays the entire term in advance.

Ground lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing renewal options, the Company has straight-lined the expense over a sufficient portion of such renewals to coincide with the final termination of the tenant's renewal options. The Company's liability related to straight-line expense is included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements is included in "Prepaid expenses" and "Operating lease right-of-use assets" on the Company's consolidated balance sheet. See also "Lease Accounting-Lessee" and "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.

Management Fee

The Company is charged a management fee by CCUSA, a wholly- owned indirect subsidiary of CCIC, relating to management services, which include those functions reasonably necessary to maintain, market, operate, manage and administer the sites. The management fee is equal to 7.5% of the Company's revenues, excluding (1) the revenues from tenant contracts that are related to the accounting for leases with fixed escalators (as required by the applicable accounting ~~standards~~standard), and (2) amortization of tower installations and modifications. See note 67.

Income Taxes

CCIC operates as a REIT for U.S. federal income tax purposes. The Company is an indirect subsidiary of CCIC and for U.S. federal income taxes purposes the Company's assets and operations are part of the CCIC REIT. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. CCIC also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the CCIC's taxable REIT subsidiaries, (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, CCIC could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended to maintain qualification for taxation as a REIT.

Fair Values

The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 - quoted prices (unadjusted) in active and accessible markets, (2) Level 2 - observable prices that are based on inputs not quoted in active markets but corroborated by market data and (3) Level 3 - unobservable inputs and are not corroborated by market data. ~~The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period.~~

The fair value of cash and cash equivalents approximates the carrying value. The Company determines fair value of its debt securities based on indicative quotes (that is 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 or quotes from active markets if applicable. There were no changes since December 31, 2017 in the Company's valuation techniques used to measure fair values. See note 7.36

Reporting Segments

The Company has one operating segment.

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted the guidance on January 1, 2018, and the adoption of this guidance did not have a material impact on its consolidated financial statements.

In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers not otherwise addressed by specific guidance (commonly referred to as "ASC 606" or "the revenue recognition standard"). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. This guidance

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

~~was~~The ~~effective~~Company ~~for~~evaluates ~~the~~fair ~~Company~~value onhierarchy ~~January~~level 1classifications quarterly, ~~2018. The~~and ~~Company's~~transfers ~~site~~between ~~rental~~levels ~~revenues~~ are ~~within~~effective at the ~~scope~~end of ~~lease~~the ~~accounting~~quarterly ~~and were not impacted by this guidance~~period.

The fair value of cash and cash equivalents approximates the carrying value. The Company determines the fair value of its debt securities based on indicative non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. There were no changes since December 31, 2018 in the Company's valuation techniques used to measure fair values. See note 8 for a further discussion of fair values.

Reporting Segments

The Company has one operating segment.

Recently Adopted Accounting Pronouncements

Lease Accounting — Summary

In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a ROU asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance.

The Company adopted the new lease standard using a modified retrospective approach as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods. The Company's adoption of the new lease standard did not result in a cumulative-effect adjustment being recognized to the opening balance of retained earnings. The new lease standard provides a package of practical expedients, whereby companies can elect not to reassess (if applicable), (1) whether existing contracts contain leases under the new definition of a lease, (2) lease classification for expired or existing leases and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. The Company elected the package of practical expedients upon adoption.

The new lease standard requires lessees to recognize a lease liability, initially measured at the present value of the lease payments for all leases, and a corresponding ROU asset. The accounting for lessors remained largely unchanged from previous guidance.

Due to the recognition of the lease liability and a corresponding ROU asset, the new lease standard had a material impact on the Company's consolidated balance sheet. Additionally, certain amounts related to its lessee arrangements that were previously reported separately have been de-recognized and reclassified into "Operating lease right-of-use assets" on the Company's consolidated balance sheet. These amounts include (1) the Company's liability related to straight-line expense, formerly referred to as "Deferred ground lease payable" and previously included in "Other accrued liabilities" and "Other long-term liabilities," (2) prepaid rent expense previously included in "Prepaid expenses" and "Long-term prepaid rent and other assets, net," (3) below-market leases previously included in "Other intangible assets, net," and (4) above-market leases previously included in "Other long-term liabilities."

Notwithstanding the material impact to the Company's consolidated balance sheet, the Company's adoption of the new lease standard did not have a material impact on the Company's consolidated statement of operations or statement of cash flows. Additionally, the adoption of this guidance had no impact on the Company's operating practices, cash flows, contractual arrangements, or debt agreements (including compliance with any applicable covenants). Additionally, relevant Indenture debt calculations (such as the Debt to Adjusted Consolidated Cash Flow Ratio) are calculated in accordance with GAAP that was in effect as of December 2012, and, as such, exclude the impact of the Company's lease liability recorded as a result of its new lease standard adoption on January 1, 2019. See also note 6 to the consolidated financial statements.

See "Lease Accounting" for further discussion of the Company's updated accounting policies for leases.

Recent Accounting Pronouncements Not Yet Adopted

InNo ~~February~~new ~~2016,~~accounting ~~the~~pronouncements ~~FASB~~ issued ~~new~~but ~~guidance~~not onyet ~~the~~adopted ~~recognition,~~are ~~measurement,~~expected ~~presentation and disclosure of leases. The new guidance requires lessees~~ to ~~recognize~~have a ~~right-of-use~~material ~~asset~~impact ~~and~~on ~~a lease liability, initially measured at~~ the ~~present~~Company's ~~value~~consolidated offinancial ~~the lease payments for all leases with a term greater than 12 months~~statements. ~~The accounting for lessors remains largely unchanged from existing guidance.~~

~~This~~4. ~~guidance~~Property ~~was effective for,~~ and adopted by, the Company as of January 1, 2019, and is required to be adopted using a modified retrospective approach, which after certain additional updates in July 2018, allows the Company to apply the new guidance either (1) as of the beginning of the earliest period presented, or (2) as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods.Equipment

The ~~Company~~major ~~adopted~~classes ~~the new guidance using a modified retrospective approach as~~ of ~~the~~property ~~effective~~and ~~date~~equipment ~~(i.e,~~are ~~January~~summarized 1,in ~~2019), without adjusting~~ the ~~comparative~~table ~~periods~~below. The ~~Company's~~information ~~adoption~~below ofalso ~~the~~gives ~~new guidance did not result in a cumulative-~~effect ~~adjustment being recognized~~ to the ~~opening~~Historical ~~balance~~Adjustments ofas ~~retained~~discussed ~~earnings. The~~in ~~Company~~note ~~elected the package of practical expedients upon adoption and thus will not reassess the classification or lease term of leases existing prior to January 1, 2019~~2.

When its first quarter 2019 results are reported, the Company expects that (1) its lessor and lessee arrangements will continue to be classified as operating leases under the new guidance; (2) this guidance will result in a lease liability ranging between $500 million to $1.5 billion (which primarily consist of ground leases under the Company's towers) and a corresponding right-of-use asset; and (3) there will not be a material impact to its consolidated statement of operations and consolidated statement of cash flows. CCIC is in the process of updating certain of its existing information technology systems to integrate the new lease guidance requirements.



	Estimated Useful Lives	December 31,
	Estimated Useful Lives	2019			2018
					(As Restated)
Land^(a)	—	$	76,610		$	72,665
Towers	1-20 years	1,992,394			1,918,766
Construction in progress	—	36,718			23,505
Total gross property and equipment		2,105,722			2,014,936
Less accumulated depreciation		(1,095,355		)	(1,004,485		)
Total property and equipment, net		$	1,010,367		$	1,010,451

3.(a) ~~Property~~Includes land owned through fee interests and ~~Equipment~~perpetual easements.

~~The~~Depreciation ~~major~~expense ~~classes~~for ofthe ~~property~~years ended December 31, 2019, 2018 and ~~equipment~~2017 ~~are~~was as$93.0 ~~follows:~~million, $93.0 million and $93.2 million, respectively.

	Estimated Useful Lives	December 31,
		2018			2017
Land(a)	—	$	72,665		$	73,214
Towers	1-20 years	1,933,497			1,872,975
Construction in progress	—	23,505			14,514
Total gross property and equipment		2,029,667			1,960,703
Less accumulated depreciation		(1,011,900		)	(919,546		)
Total property and equipment, net		$	1,017,767		$	1,041,157

(a) Includes land owned in fee and perpetual easements.

Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $93.8 million, $94.3 million and $93.5 million, respectively. As discussed in notes 1 and 2, the Company has certain prepaid capital leases and associated leasehold improvements, which have related gross property and equipment and accumulated depreciation of $1.0 billion and $604.5 million, respectively, as of December 31, 2018.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

45. Intangible Assets ~~and Above-market Leases~~

The following is a summary of the Company's intangible assets.

As of December 31, 2018

As of December 31, 2017

As of December 31, 2019

As of December 31, 2018

Gross Carrying Value

Accumulated Amortization

Net Book Value

Gross Carrying Value

Accumulated Amortization

Net Book Value

Site rental contracts and tenant relationships

2,102,864

(1,~~312~~426,~~890~~466

)

~~789~~676,~~974~~398

2,102,~~005~~864

(1,~~199~~312,~~338~~890

)

~~902~~789,~~667~~974

Other intangible assets

5112,~~102~~336

(329,~~749~~778

)

182,~~353~~558

5051,~~999~~102

(3132,~~140~~749

)

1918,~~859~~353

Total

2,~~153~~115,~~966~~200

(1,~~345~~436,~~639~~244

)

~~808~~678,~~327~~956

2,153,~~004~~966

(1,~~230~~345,~~478~~639

)

~~922~~808,~~526~~327

See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard, including with respect to below-market leases previously classified as intangible assets.

Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations:

	For Years Ended December 31,
	2018		2017		2016
	2019		2018		2017
Depreciation, amortization and accretion	$	113,~~655~~682	$	113,~~635~~655	$	113,~~621~~635
Site rental costs of operations	~~1,514~~—		1,~~591~~514		1,~~677~~591
Total amortization expense	$	~~115~~113,~~169~~682	$	115,~~226~~169	$	115,~~298~~226

~~The~~Amortization ~~estimated annual amortization~~ expense ~~related~~of to intangible assets ~~(inclusive~~classified ofas ~~those~~"Site ~~recorded~~rental ascosts anof ~~increase~~operations" toon ~~"site~~the ~~rental~~Company's ~~cost~~consolidated statement of operations") for the years ~~ending~~ended December 31, 2018 and 2017 represented amortization of below-market leases. Effective January 1, 2019, these below-market leases were de-recognized and reclassified from "Other intangible assets, net" to ~~2023~~the is"Operating aslease ~~follows:~~right-of-use assets" on the Company's consolidated balance sheet.

	Years Ending December 31,
	2019		2020		2021		2022		2023
Estimated annual amortization	$	115,150	$	115,120	$	115,027	$	114,973	$	114,971

For both of the years ended December 31, 2018 and 2017, the Company recorded $1.7 million as a decrease to "Site rental costs of operations" for the amortization of above-market leases for land interests under the Company's towers. Effective January 1, 2019, these above-market leases were de-recognized and reclassified from "Other long-term liabilities" into the "Operating lease right-of-use assets" on the Company's consolidated balance sheet.

See ~~note~~"Recently 2Adopted ~~for~~Accounting aPronouncements" ~~further~~in ~~discussion~~note of3 ~~above-market leases~~ for land interests under the Company's towers recorded in connection with acquisitions. For the years ended December 31, 2018, 2017 and 2016, the Company recorded $1.7 million, $1.7 million and $1.8 million, respectively, as a ~~decrease~~discussion ~~to "site rental cost~~ of ~~operations." The following is a summary of~~ the ~~Company's~~recently ~~above-market~~adopted ~~leases~~lease standard.

	As of December 31, 2018							As of December 31, 2017
	Gross Carrying Value		Accumulated Amortization			Net Book Value		Gross Carrying Value		Accumulated Amortization			Net Book Value
Above-market leases	$	41,185	$	(24,720	)	$	16,465	$	41,538	$	(23,263	)	$	18,275

The estimated annual amortization expense related to intangible assets for the years ending December 31, 2020 to 2024 is as follows:

The estimated annual amortization expense related to above-market leases for land interests under the Company's towers for the years ending December 31, 2019 to 2023 is as follows:



	Years Ending December 31,
	2020		2021		2022		2023		2024
Estimated annual amortization	$	113,682	$	113,682	$	113,682	$	113,682	$	77,526

	Years Ending December 31,
	2019		2020		2021		2022		2023
Estimated annual amortization	$	1,617	$	1,587	$	1,467	$	1,388	$	1,377


6.	Debt

5. Debt

2012 Secured Notes

On December 24, 2012, CCL and Crown Castle GS III Corp. ("Co-Issuer" and, together with CCL, "Issuers") issued (1) $500.0 million aggregate principal amount of 2.381% senior secured notes due December 2017 ("2.381% Secured Notes") and (2) $1.0 billion aggregate principal amount of 3.849% senior secured notes due April 2023 ("3.849% Secured Notes" and together with the 2.381% Secured Notes, "2012 Secured Notes"). The 2012 Secured Notes were issued pursuant to an indenture dated as of December 24, 2012 ("Indenture"), by and among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"). The Issuers and the Guarantors are indirect wholly owned subsidiaries of CCIC. The Company used the net proceeds from the issuance of the 2012 Secured Notes to (1) repurchase and redeem a portion of the then outstanding 7.75% senior secured notes due 2017 ("7.75% Secured Notes") and (2) distribute cash to CCIC to fund the repurchase and redemption of a portion of CCIC's senior notes.

3138

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

~~Mellon Trust Company, N.A., as trustee ("Trustee").~~ The ~~Issuers~~outstanding ~~and~~balance ~~the Guarantors are indirect wholly-owned subsidiaries~~ of ~~CCIC. The Company used~~ the ~~net proceeds from the issuance of the~~ 2012 Secured Notes toas ~~(1) repurchase and redeem a portion~~ of ~~the~~December 31, ~~previously~~2019 ~~outstanding~~and ~~7.75%~~December 31, ~~senior~~2018 ~~secured~~was ~~notes due 2017 ("7~~$995.~~75%~~4 ~~Secured~~million ~~Notes")~~ and ~~(2)~~$994.0 ~~distribute~~million, ~~cash~~respectively. toThe ~~CCIC~~stated tointerest ~~fund~~rate of the ~~repurchase~~2012 ~~and~~Secured ~~redemption~~Notes as of aDecember 31, ~~portion~~2019 ofwas ~~CCIC's~~3.849% ~~senior~~per ~~notes~~annum.

The outstanding balance of the 2012 Secured Notes as of December 31, 2018 and December 31, 2017 was $994.0 million and $993.0 million, respectively. See below for discussion related to the repayment of the previously outstanding 2.381% Secured Notes. The stated interest rate of the 2012 Secured Notes as of December 31, 2018 was 3.849% per annum.

The 3.849% Secured Notes are payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2013. CCL, at its option, may redeem the 3.849% Secured Notes in whole or in part at any time by paying 100% of the principal amount of such 3.849% Secured Notes, together with accrued and unpaid interest, if any, plus a "make-whole" premium (as defined in the Indenture).

The 3.849% Secured Notes are guaranteed by the direct and indirect wholly- owned subsidiaries of CCL, other than the Co-Issuer (collectively, "Guarantors"). The 3.849% Secured Notes will be paid solely from the cash flows generated from operation of the towers held directly or indirectly by CCL and the Guarantors.

Concurrently with the issuance of the 2012 Secured Notes, CCL and certain of its subsidiaries entered into a pledge and security agreement with the Trustee. Pursuant to the terms of such pledge and security agreement, the 3.849% Secured Notes are secured on a first-priority basis by a pledge of the equity interests of the Guarantors.

The Indenture limits, among other things, the ability of CCL and its subsidiaries to incur indebtedness, incur liens, enter into certain mergers or certain change of control transactions and enter into related party transactions, in each case subject to a number of exceptions and qualifications set forth in the Indenture.

Management Agreement. On December 24, 2012, CCL and the Guarantors entered into a management agreement ("Management Agreement") with CCUSA, an indirect wholly- owned subsidiary of CCIC ("Manager"). The Management Agreement replaced the previous management agreement that existed among the parties. Pursuant to the Management Agreement, the Manager will continue to perform, on behalf of CCL and the Guarantors, those functions reasonably necessary to maintain, market, operate, manage and administer their respective sites. The Management Agreement requires that the Company maintain cash sufficient to operate the business, including sufficient cash to pay expenses for the following month (including any interest payment due during the next month pursuant to the Indenture).

Debt Restrictions. The Indenture does not contain financial maintenance covenants but it does contain restrictive negative covenants, subject to certain exceptions, related to the Company's ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests and enter into related party transactions. With respect to the restriction regarding the issuance of debt, the Company may not issue debt other than (1) certain permitted refinancings of the 3.849% Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million or (3) unsecured debt or additional notes under the Indenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the Indenture) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, ~~2018~~2019, the Company's Debt to Adjusted Consolidated Cash Flow Ratio is 2.3 to 1, and, as a result, the Company iscurrently ~~not~~has ~~restricted~~the ~~in its~~ ability to incur additional indebtedness. For purposes of restrictions related to the Company's Secured Notes Indenture, relevant debt calculations (such as the Debt to Adjusted Consolidated Cash Flow Ratio) are calculated in accordance with GAAP that was in effect as of December 2012, and, as such, exclude the impact of the Company's lease liability recorded as a result of its new lease standard adoption on January 1, 2019. Further, the Company is not restricted in its ability to distribute cash to affiliates or issue dividends to its member.

Contractual Maturities

The following are the scheduled contractual maturities of the total debt of the Company outstanding at December 31, ~~2018~~2019.

	Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total Cash Obligations		Unamortized Deferred Financing Costs			Total Debt Outstanding
	2020		2021		2022		2023		2024		Thereafter		Total Cash Obligations		Unamortized Deferred Financing Costs			Total Debt Outstanding
Scheduled contractual maturities	$	—	$	—	$	—	$	—1,000,000	$	~~1,000,000~~—	$	—	$	1,000,000	$	(54,~~953~~569	)	$	~~994~~995,~~047~~431

3239

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

Previously Outstanding Debt

In September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes ("September 2016 Senior Notes"). CCIC used a portion of the net proceeds from the September 2016 Senior Notes offering to repay in full the previously outstanding 2.381% Secured Notes. The Company recorded an equity contribution related to the repayment of the previously outstanding 2.381% Secured Notes for the year ended December 31, 2016. As a result of the repayment of the previously outstanding 2.381% Secured Notes, the Company recorded a loss on retirement of debt of $10.3 million for the year ended December 31, 2016, which was inclusive of $1.8 million related to the write off of deferred financing costs.

Interest Expense and Amortization of Deferred Financing Costs

The components of "~~interest~~Interest expense and amortization of deferred financing costs" are as follows:

	Years Ended December 31,
	2018		2017		2016
	2019		2018		2017
Interest expense on debt obligations	$	38,490	$	38,490	$	4738,~~088~~490
Amortization of deferred financing costs	1,384		1,384		21,~~427~~384
Total	$	39,874	$	39,874	$	4939,~~515~~874

67. Related Party Transactions

As discussed in note 56, the Company and the Guarantors entered into a Management Agreement with CCUSA, which replaced a previous management agreement among the same parties. Pursuant to the Management Agreement, CCUSA has agreed to employ, supervise and pay at all times a sufficient number of capable employees as may be necessary to perform services in accordance with the operation standards defined in the Management Agreement. CCUSA currently acts as the Manager of the ~~majority of the~~ sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company's "Operating Revenues," as defined in the Management Agreement, which is based on the Company’s reported revenues adjusted to exclude certain items including revenues related to the accounting for leases with fixed escalators. The fee is compensation for those functions reasonably necessary to maintain, market, operate, manage and administer the sites, other than the operating expenses, (which includes ~~but is not limited to~~ real estate and personal property taxes, ground lease and easement payments, and insurance premiums). In ~~addition, in connection with its role as Manager, CCUSA may make certain modifications to the Company's towers.~~ The management fee charged by CCUSA for the years ended December 31, ~~2018~~2019, ~~2017~~2018 and ~~2016~~2017 totaled $4849.58 million, $4648.95 million and $4546.49 million, respectively.

In addition, CCUSA may perform installation services onand make certain modifications to the Company's towers for which the Company is not a party to any agreement and receives no cash payment. For these tower installation services and modifications, however, deferred revenue for a portion of the transaction price which norepresents ~~operating~~a ~~results~~lease component under GAAP is included within "Deferred revenues," on the Company's consolidated balance sheet and is recognized as "Amortization of tower installations and modifications" on the Company's consolidated statement of operations over the associated estimated lease term. The portions of the transaction price which do not represent a lease component are not reflected ~~herein~~in the Company's operating results. See note 2 for further discussion on towers service agreements.

As part of ~~the~~ CCIC's strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land interests under the Company's towers. These affiliates then lease the land to the Company. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate. As of December 31, ~~2018~~2019, approximately 30% of the Company's towers were located on land which was controlled by an affiliate. Rent expense to affiliates totaled $4143.03 million, $3641.70 million and $3336.97 million for the years ended December 31, ~~2018~~2019, ~~2017~~2018 and ~~2016~~2017, respectively. Also, the Company receives site rental revenue from affiliates for land owned by the Company on which affiliates have towers and pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers. ~~For~~Rent ~~the years ended December 31, 2018, 2017 and 2016, rent~~ revenue from affiliates totaled $1.0 million, ~~$1.0~~for ~~million~~each ~~and~~of ~~$1.0~~the ~~million~~years ended December 31, ~~respectively~~2019, 2018 and 2017.

For the years ended December 31, 2019, 2018 and 2017, the Company recorded an equity distribution of $~~313~~362.8 million, $368.0 million and $~~296~~335.50 million, respectively, reflecting distributions to its member. ~~For~~ ~~the~~Cash ~~year~~on-hand ~~ended~~above ~~December 31 2016,~~ the ~~Company~~amount ~~recorded~~that ais ~~net~~required ~~equity~~by ~~contribution~~the ofManagement ~~$228.0~~Agreement ~~million~~has been, ~~which~~and ~~was~~is ~~inclusive~~expected ofto ~~(1)~~continue anto ~~equity~~be, ~~contribution~~distributed ~~from CCIC of $508.5 million related~~ to the ~~repayment~~Company's ofparent ~~the previously outstanding 2~~company.~~381%~~ ~~Secured~~As ~~Notes~~of ~~(see~~December ~~note~~31, 5)2019 and ~~(2)~~2018, another ~~equity~~than ~~distribution~~the amounts of ~~$280.5~~its ~~million,~~ROU ~~reflecting~~assets ~~distributions~~and tooperating ~~its~~lease ~~member.~~liabilities ~~Cash~~related ~~on-hand~~to ~~above~~land ~~the~~leased ~~amount~~from ~~that~~affiliates isof ~~required by~~ the ~~Management~~Company ~~Agreement~~reflected ~~has~~in ~~been,~~"Operating ~~and~~lease isright-of-use ~~expected to continue to be~~assets," ~~distributed~~"Current toportion ~~the~~of ~~Company's~~operating ~~parent~~lease ~~company. As~~liabilities-related ofparties" ~~December~~and ~~31,~~"Operating ~~2018~~lease ~~and~~liabilities-related ~~2017~~parties," the Company had no material related party assets or liabilities on its consolidated balance sheet.

338. Fair Values

The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets (liabilities). See also note 3.



	Level in Fair Value Hierarchy	December 31, 2019				December 31, 2018
	Level in Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	20,407	$	20,407	$	18,707	$	18,707
Liabilities:
Debt	2	995,431		1,046,200		994,047		990,600


9.	Income Taxes

For each the years ended December 31, 2019 and 2018, the Company had a provision for income taxes of $0.4 million, which consisted of state taxes in both years. For the year ended December 31, 2017, the Company had a benefit for income taxes of $0.6 million, which consisted of the reduction of unrecognized tax benefits as a result of the lapse of the statute of limitations partially offset by state taxes. The Company's effective tax rate for the years ended December 31, 2019, 2018 and 2017 differed from the federal statutory rate predominately due to CCIC's REIT status, including the dividends paid deduction (see notes 1 and 3) and the aforementioned impacts described above.

As of December 31, 2019, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.

From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which it has business operations. At this time, CCIC is not subject to an Internal Revenue Service examination.

The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions in which it has business operations. CCIC has no uncertain tax positions as of December 31, 2019.


10.	Commitments and Contingencies

The Company is involved in various claims, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's consolidated financial position or results of operations. See note 11 for a discussion of the operating lease commitments. In addition, see note 1 for a discussion of the CCIC's option to purchase approximately 68% of the Company's towers at the end of their respective lease terms. CCIC has no obligation to exercise the purchase option.

Asset Retirement Obligations

Pursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract termination to remove sites or remediate the land upon which site resides. Accretion expense related to liabilities for retirement obligations amounted to $0.5 million, $0.8 million, and $0.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019 and 2018, liabilities for retirement obligations amounted to $11.4 million and $10.9 million, respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2019, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $82.6 million. See note 3.


11.	Leases

Lessor Tenant Leases

The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2019. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2019, the weighted-average remaining term (calculated by weighting the remaining term for each lease by the related site rental revenue) of tenant leases is approximately six years, exclusive of renewals

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

7at the tenant's option. ~~Fair~~The ~~Values~~tenants' rental payments included in the table below are through the current terms with a maximum current term of 20 years and do not assume exercise of tenant renewal options.

The fair value of cash and cash equivalents approximates the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if applicable. The estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets and liabilities, are as follows:



	Years Ending December 31,
	2020		2021		2022		2023		2024		Thereafter		Total
Tenant leases^(a)	$	674,904	$	674,505	$	661,822	$	525,154	$	472,165	$	1,412,873	$	4,421,423

	Level in Fair Value Hierarchy	December 31, 2018				December 31, 2017
		Carrying Amount		FairValue		Carrying Amount		FairValue
Assets:
Cash and cash equivalents	1	$	18,707	$	18,707	$	30,771	$	30,771
Liabilities:
Debt	2	994,047		990,600		992,663		1,032,530


(a)	Inclusive of leases with related parties. See note 7.

8.Lessee ~~Income~~Operating ~~Taxes~~Leases

~~For~~The ~~the~~components ~~year ended December 31, 2018, the Company had a provision for income taxes~~ of ~~$0.4~~ ~~million, which consisted of state taxes. For~~ the ~~years ended December 31, 2017 and 2016, the~~ Company had benefits for income taxes of $0.6 million and $0.7 million, respectively, which consisted of the reduction of unrecognized tax benefits as a result of the lapse of the statute of limitations partially offset by state taxes. The Company's ~~effective~~operating ~~tax~~lease ~~rate~~expense ~~for~~are ~~the~~as years ended December 31, 2018, 2017 and 2016 differed from the federal statutory rate predominately due to CCIC's REIT status, including the dividends paid deduction (see notes 1 and 2) and the aforementioned impacts described above. follows:

As of December 31, 2018, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.



	Year Ended
	December 31, 2019
Lease cost^(a):
Operating lease expense^(b)	$	119,775
Variable lease expense^(c)	37,054
Total lease expense	$	156,829

~~From~~(a) ~~time~~Inclusive ~~to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. The Company regularly assesses the likelihood~~ of ~~additional~~leases ~~assessments~~with inrelated ~~each of the tax jurisdictions resulting from these examinations~~parties. AtSee ~~this~~note ~~time, CCIC is not subject to an Internal Revenue Service examination~~7.

9.(b) ~~Commitments~~Represents ~~and~~the ~~Contingencies~~Company's operating lease expense related to its ROU assets for the twelve months ended December 31, 2019.

~~The~~(c) ~~Company~~Represents ~~is involved in various claims, lawsuits or proceedings arising in~~ the ~~ordinary~~Company's ~~course~~expense ofrelated ~~business.~~to ~~While~~contingent ~~there~~payments ~~are~~for ~~uncertainties~~operating ~~inherent~~leases ~~in the ultimate outcome of~~ (such ~~matters,~~as ~~and~~payments itbased ison ~~impossible~~revenues toderived ~~presently~~from ~~determine~~ the ~~ultimate~~sites ~~costs~~located ~~or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect~~ on the ~~Company's~~leased ~~consolidated~~asset) ~~financial position or results of operations. See note 10~~ for ~~a discussion of~~ the ~~operating~~twelve ~~lease~~months ~~commitments.~~ended InDecember ~~addition~~31, ~~see~~2019. ~~note~~Such 1contingencies ~~for~~are arecognized ~~discussion~~as ofexpense ~~the~~in ~~CCIC's option to purchase approximately 68% of~~ the ~~Company's~~period ~~towers~~they atare ~~the end of their respective contract terms~~resolved. ~~CCIC has no obligation to exercise the purchase option.~~

~~Asset~~Lessee ~~Retirement~~Finance ~~Obligations~~Leases

~~Pursuant~~The toCompany's ~~its~~finance ~~ground~~leases ~~lease~~are ~~and~~related ~~easement~~to ~~agreements,~~ the ~~Company~~towers ~~has~~subject ~~the obligation~~ to ~~perform~~prepaid ~~certain~~master ~~asset~~lease ~~retirement~~agreements ~~activities,~~with ~~including~~Sprint ~~requirements~~and ~~upon~~are ~~contract~~recorded oras ~~easement~~"Property ~~termination~~and toequipment, ~~remove~~net" ~~communications~~on ~~infrastructure~~the orconsolidated ~~remediate~~balance ~~the~~sheet. ~~land~~See ~~upon~~note ~~which~~1 ~~communications~~for ~~infrastructure~~further ~~resides.~~discussion ~~Accretion~~of ~~expense~~the ~~related~~Company's toprepaid ~~liabilities~~master ~~for~~lease ~~retirement~~agreements ~~obligations~~and ~~amounted~~note to3 ~~$2.6~~for ~~million,~~further ~~$2.6~~information ~~million~~regarding ~~and~~the ~~$2.3~~Company's ~~million~~adoption ~~for~~method of the ~~years~~new ~~ended~~lease ~~December 31,~~standard. ~~2018,~~Finance ~~2017~~leases and ~~2016,~~associated ~~respectively.~~leasehold Asimprovements ofrelated ~~December 31,~~to ~~2018~~gross property and ~~2017,~~equipment ~~liabilities~~and ~~for~~accumulated ~~retirement~~depreciation ~~obligations~~were ~~amounted to~~ $33978.41 million and $30645.96 million, respectively, ~~representing~~as ~~the~~of ~~net~~December 31, ~~present~~2019. ~~value~~For of the ~~estimated~~twelve ~~expected~~months ~~future~~ended ~~cash outlay. As of~~ December 31, ~~2018~~2019, the ~~estimated~~Company ~~undiscounted~~recorded ~~future~~$41.1 ~~cash~~million ~~outlay~~to ~~for~~"Depreciation, ~~asset~~amortization ~~retirement~~and ~~obligations~~accretion" ~~was~~related ~~approximately~~to ~~$133.0~~finance ~~million~~leases. ~~See note 2.~~

34Other Lessee Information

As of December 31, 2019, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 16 years and 4.3%, respectively.

The following table is a summary of the Company's maturities of operating lease liabilities as of December 31, 2019:



	Years Ending December 31,
	2020		2021		2022		2023		2024		Thereafter		Total undiscounted lease payments		Less: Imputed interest			Total operating lease liabilities
Operating leases^(a)(b)	$	107,579	$	107,746	$	107,486	$	106,990	$	106,000	$	1,185,872	$	1,721,673	$	(503,212	)	$	1,218,461


(a)	Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the sites located on the leased asset) as such arrangements are excluded from the Company's operating lease liability. Such contingencies are recognized as expense in the period they are resolved.


(b)	Inclusive of leases with related parties. See note 7.

Comparative Information from 2018 Form 10-K

The Company adopted ASC 842 using a modified retrospective approach as of the effective date, without adjusting the comparative periods, and therefore, as required by ASC 842, has included the following comparative information from note 10 to the consolidated financial statements in its 2018 Form 10-K.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

~~10.~~The ~~Operating~~operating ~~Leases~~lease payments included in the table below include payments for certain renewal periods exercisable at the Company's option that are deemed reasonably assured to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases.

Tenant Leases



	Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Operating leases^(a)	$	142,671	$	144,069	$	144,390	$	142,144	$	140,193	$	1,697,442	$	2,410,909

~~The following table is~~ (a) ~~summary~~Inclusive of ~~the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2018. Generally, the Company's~~ leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2018, the weighted-average remaining term (calculated by weighting the remaining term for each lease by the related ~~site rental revenue) of tenant leases is approximately six years, exclusive of renewals at the tenant's option~~parties. ~~The~~See ~~tenants'~~note ~~rental payments included in the table below are through the current terms with a maximum current term of 20 years and do not assume exercise of tenant renewal options~~7.

	Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Tenant leases	$	642,156	$	639,136	$	633,544	$	607,653	$	430,162	$	1,343,859	$	4,296,510


12.	Concentration of Credit Risk

~~Operating~~Financial ~~Leases~~instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. See note 3.

The ~~following~~Company ~~table~~derives isthe alargest ~~summary~~portion of ~~rental~~its ~~cash~~revenues ~~payments~~from ~~owed~~tenants byin the ~~Company,~~wireless ~~as lessee, to landlords pursuant to contractual agreements in effect as of December 31, 2018~~industry. The Company isalso ~~obligated~~has ~~under~~a ~~non-cancelable~~concentration ~~operating~~in ~~leases for land interests under approximately 90% of~~ its ~~towers.~~volume ~~The majority~~ of ~~these~~business ~~lease~~with ~~agreements~~Sprint, ~~have (1) certain termination rights that provide for cancellation after a notice period~~AT&T, ~~(2)~~T-Mobile ~~multiple renewal options at the Company's option~~ and ~~(3)~~Verizon ~~annual~~Wireless ~~escalations.~~that ~~Lease~~accounts ~~agreements may also contain provisions~~ for a ~~contingent~~significant ~~payment~~portion ~~based on revenues or the gross margin derived from the tower located on the leased land interest. More than 80% and more than 50%~~ of the Company's ~~sites~~revenues, ~~are~~receivables ~~under the Company's control for greater than ten~~ and 20deferred ~~years,~~site ~~respectively,~~rental ~~including renewals at the Company's option~~receivables. The ~~operating~~Company ~~lease~~mitigates ~~payments~~its ~~included~~concentrations inof ~~the~~credit ~~table~~risk ~~below~~with ~~include~~respect ~~payments~~to ~~for~~trade ~~certain~~receivables ~~renewal~~by ~~periods~~actively atmonitoring the ~~Company's~~creditworthiness ~~option~~of ~~that~~its ~~are~~tenants, ~~reasonably~~the ~~assured~~use ~~to be exercised and an estimate~~ of ~~contingent~~tenant ~~payments~~leases ~~based~~with oncontractually ~~revenues~~determinable ~~and~~payment ~~gross~~terms ~~margins~~or ~~derived~~proactive ~~from~~management ~~existing~~of ~~tenant~~past ~~leases. See~~due ~~also note 6~~balances.

	Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Operating leases	$	142,671	$	144,069	$	144,390	$	142,144	$	140,193	$	1,697,442	$	2,410,909

Major Tenants

~~Rental~~The ~~expense~~following ~~from~~table ~~operating~~summarizes ~~leases was $152.1 million, $148.6 million and $144.6 million for~~ the ~~years~~percentage ~~ended December 31, 2018, 2017 and 2016, respectively. The rental expense was inclusive~~ of ~~contingent~~the ~~payments~~consolidated ~~based on~~ revenues orfor ~~gross~~those ~~margin~~tenants ~~derived~~accounting ~~from~~for ~~the~~more ~~tower~~than ~~located~~10% onof the ~~leased~~consolidated ~~land of $30~~revenues.7 ~~million,~~The ~~$29.6~~table ~~million~~below ~~and~~gives ~~$29.0~~effect ~~million~~to ~~for~~ the ~~years~~Historical ~~ended December 31~~Adjustments, ~~2018,~~as ~~2017~~discussed ~~and~~in ~~2016,~~note ~~respectively~~2.

Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See note 2 for further discussion.



	Years Ended December 31,
	2019		2018		2017
			(As Restated)
Sprint	33	%	35	%	36	%
AT&T	22	%	20	%	20	%
T-Mobile	20	%	19	%	19	%
Verizon Wireless	15	%	15	%	14	%
Total	90	%	89	%	89	%

1113. ~~Concentration~~Supplemental ofCash ~~Credit~~Flow ~~Risk~~Information

~~Financial~~The ~~instruments~~following ~~that~~table ~~potentially~~is ~~subject~~a ~~the~~summary ~~Company to concentrations~~ of ~~credit~~the ~~risk~~supplemental ~~are primarily~~ cash ~~and~~flow ~~cash~~information ~~equivalents~~during ~~and~~the ~~trade~~years ~~receivables.~~ended ~~The~~December 31, ~~Company~~2019, ~~mitigates~~2018 ~~its risk with respect to cash~~ and ~~cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions~~2017. ~~See note 2.~~

The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with Sprint, AT&T, T-Mobile and Verizon Wireless that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant contracts with contractually determinable payment terms and proactive management of past due balances.



	For Years Ended December 31,
	2019		2018		2017
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities^(a)(b)(c)	$	105,933	$	—	$	—
Interest paid	$	38,490	$	38,490	$	38,490
Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities^(b)(c)	$	101,884	$	—	$	—

35(a) Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.


(b)	See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.


(c)	Inclusive of leases with related parties. See note 7.


14.	Quarterly Financial Information (Unaudited)

Quarterly financial information for the years ended December 31, 2019 and 2018 is summarized in the table below. The tables below give effect to the Historical Adjustments, where applicable, as discussed in note 2.



	Three Months Ended^(a)
	December 31			September 30			June 30			March 31
				(As Restated)
2019:
Total site rental revenues	$	184,864		$	185,181		$	180,953		$	179,493
Operating income (loss)	69,803			71,403			67,394			67,708
Benefit (provision) for income taxes	(119		)	(102		)	(107		)	(98		)
Net income (loss)	$	59,940		$	61,492		$	57,607		$	57,638



	Three Months Ended^(a)
	December 31			September 30			June 30			March 31
	(As Restated)
2018:
Total site rental revenues	$	179,306		$	175,954		$	174,660		$	173,061
Operating income (loss)	67,275			64,284			62,491			61,561
Benefit (provision) for income taxes	(137		)	(93		)	(93		)	(93		)
Net income (loss)	$	57,303		$	54,312		$	52,470		$	51,432


(a)	The sum of quarterly information may not agree to year-to-date information due to rounding.

Restatement of Previously Issued Quarterly Unaudited Financial Information

The following tables represent the Company’s restatement of previously issued unaudited quarterly financial information for each of the applicable interim periods during the nine months ended September 30, 2019 and twelve months ended December 31, 2018. The amounts previously issued were derived from the Company’s respective Quarterly Reports on Form 10-Q, and, for the fourth quarter of 2018, from its 2018 Annual Report on Form 10-K. As discussed in note 2, the following tables reflect the impact of the Historical Adjustments, where applicable, on each interim period below. The sum of the quarterly information may not agree to year-to-date information due to rounding.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

~~Major~~Condensed ~~Tenants~~Consolidated Balance Sheet

The following table summarizes the percentage of the Company's revenues for those tenants accounting for more than 10% of the Company's revenues.



	September 30, 2019		June 30, 2019		March 31, 2019
	(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	18,486	$	17,679	$	17,710
Receivables, net of allowance	2,348		1,730		2,811
Prepaid expenses^(a)	14,883		18,186		11,569
Deferred site rental receivables and other current assets	28,413		29,793		28,917
Total current assets	64,130		67,388		61,007
Deferred site rental receivables	352,984		348,047		345,000
Property and equipment, net	1,008,702		1,008,991		1,005,579
Operating lease right-of-use assets^(a)	1,135,264		1,104,505		1,094,798
Goodwill	1,338,730		1,338,730		1,338,730
Other intangible assets, net^(a)	707,376		735,797		764,217
Long-term prepaid rent and other assets, net^(a)	1,878		1,930		2,177
Total assets	$	4,609,064	$	4,605,388	$	4,611,508
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,164	$	6,404	$	1,601
Accrued interest	17,748		8,126		17,748
Deferred revenues^(b)	66,933		63,973		61,770
Other accrued liabilities^(a)	7,484		7,722		10,409
Current portion of operating lease liabilities - third parties^(a)	38,176		35,512		37,662
Current portion of operating lease liabilities - related parties^(a)	16,397		16,137		18,072
Total current liabilities	148,902		137,874		147,262
Debt	995,085		994,739		994,393
Operating lease liabilities - third parties^(a)	827,253		804,386		795,388
Operating lease liabilities - related parties^(a)	319,472		314,291		309,975
Other long-term liabilities^(a)(b)	200,648		197,241		193,126
Total liabilities	2,491,360		2,448,531		2,440,144
Commitments and contingencies (see note 10)
Member's equity:
Member's equity	2,117,704		2,156,857		2,171,364
Accumulated earnings (deficit)	—		—		—
Total member's equity	2,117,704		2,156,857		2,171,364
Total liabilities and equity	$	4,609,064	$	4,605,388	$	4,611,508

	Years Ended December 31,
	2018		2017		2016
Sprint	36	%	37	%	38	%
AT&T	20	%	19	%	20	%
T-Mobile	19	%	19	%	18	%
Verizon Wireless	14	%	13	%	13	%
Total	89	%	88	%	89	%


(a)	See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.

12(b) Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . ~~Supplemental~~The ~~Cash~~Company ~~Flow~~receives ~~Information~~no cash from, and is not party to, such transactions.

~~The following table is a summary of the supplemental cash flow information during the years ended December 31, 2018, 2017 and 2016.~~43

	For Years Ended December 31,
	2018		2017		2016
Supplemental disclosure of cash flow information:
Interest paid	$	38,490	$	38,490	$	47,617

CC HOLDINGS GS V LLC

~~13.~~NOTES ~~Guarantor~~TO ~~Subsidiaries~~CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CCL has no independent assets or operations. The 3.849% Secured Notes are guaranteed by all subsidiaries of CCL, each of which is a wholly-owned subsidiary of CCL, other than Crown Castle GS III Corp., which is a co-issuer of the 2012 Secured Notes and a wholly-owned finance subsidiary. Such guarantees are full and unconditional and joint and several. Subject to the provisions of the Indenture, a guarantor may be released and relieved of its obligations under its guarantee under certain circumstances including: (1)Tabular indollars the event of any sale or other disposition of all or substantially all of the assets of any guarantor, by way of merger, consolidation or otherwise to a person that is not (either before or after giving effect to such transaction) CCL or a subsidiary of CCL, (2) in ~~the event of any sale or other disposition of all of the capital stock of any guarantor, to a person that is not (either before or after giving effect to such transaction~~thousands) CCL or a subsidiary of CCL, (3) upon CCL's exercise of legal defeasance in accordance with the relevant provisions of the Indenture or (4) upon the discharge of the Indenture in accordance with its terms.



	September 30, 2018		June 30, 2018		March 31, 2018
	(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	24,236	$	21,655	$	28,488
Receivables, net of allowance	2,740		2,350		2,744
Prepaid expenses^(a)	28,615		27,444		19,305
Deferred site rental receivables and other current assets	25,739		39,928		29,478
Total current assets	81,330		91,377		80,015
Deferred site rental receivables	341,633		325,070		331,907
Property and equipment, net	1,014,028		1,017,638		1,024,460
Goodwill	1,338,730		1,338,730		1,338,730
Other intangible assets, net^(a)	836,156		864,946		893,735
Long-term prepaid rent and other assets, net^(a)	39,252		38,999		38,789
Total assets	$	3,651,129	$	3,676,760	$	3,707,636
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,325	$	2,443	$	1,738
Accrued interest	17,748		8,126		17,748
Deferred revenues^(b)	57,765		54,945		52,855
Other accrued liabilities^(a)	8,835		9,584		12,589
Total current liabilities	86,673		75,098		84,930
Debt	993,701		993,355		993,009
Deferred ground lease payable^(a)	111,856		110,349		109,040
Other long-term liabilities^(a)(b)	207,270		205,835		206,141
Total liabilities	1,399,500		1,384,637		1,393,120
Commitments and contingencies (see note 10)
Member's equity:
Member's equity	2,251,629		2,292,123		2,314,516
Accumulated earnings (deficit)	—		—		—
Total member's equity	2,251,629		2,292,123		2,314,516
Total liabilities and equity	$	3,651,129	$	3,676,760	$	3,707,636


(a)	See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.


(b)	Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)

The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated balance sheet for each period presented. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals.



	September 30, 2019
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
ASSETS
Property and equipment, net	$	1,015,632	$	(4,140	)	$	(2,790	)	$	1,008,702
Total assets	4,615,994		(4,140		)	(2,790		)	4,609,064
LIABILITIES AND EQUITY
Current liabilities:
Deferred revenues^(a)	13,390		53,543			—			66,933
Total current liabilities	95,359		53,543			—			148,902
Other long-term liabilities^(a)	35,618		165,030			—			200,648
Total liabilities	2,272,787		218,573			—			2,491,360
Member's equity:
Member's equity	2,343,207		(222,713		)	(2,790		)	2,117,704
Total member's equity	2,343,207		(222,713		)	(2,790		)	2,117,704
Total liabilities and equity	$	4,615,994	$	(4,140	)	$	(2,790	)	$	4,609,064



	June 30, 2019
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
ASSETS
Property and equipment, net	$	1,016,024	$	(4,288	)	$	(2,745	)	$	1,008,991
Total assets	4,612,421		(4,288		)	(2,745		)	4,605,388
LIABILITIES AND EQUITY
Current liabilities:
Deferred revenues^(a)	12,347		51,626			—			63,973
Total current liabilities	86,248		51,626			—			137,874
Other long-term liabilities^(a)	35,001		162,240			—			197,241
Total liabilities	2,234,665		213,866			—			2,448,531
Member's equity:
Member's equity	2,377,756		(218,154		)	(2,745		)	2,156,857
Total member's equity	2,377,756		(218,154		)	(2,745		)	2,156,857
Total liabilities and equity	$	4,612,421	$	(4,288	)	$	(2,745	)	$	4,605,388


(a)	Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.

CC HOLDINGS GS V LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in thousands)



	March 31, 2019
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
ASSETS
Property and equipment, net	$	1,012,769	$	(4,436	)	$	(2,754	)	$	1,005,579
Total assets	4,618,698		(4,436		)	(2,754		)	4,611,508
LIABILITIES AND EQUITY
Current liabilities:
Deferred revenues^(a)	12,436		49,334			—			61,770
Total current liabilities	97,928		49,334			—			147,262
Other long-term liabilities^(a)	34,342		158,784			—			193,126
Total liabilities	2,232,026		208,118			—			2,440,144
Member's equity:
Member's equity	2,386,672		(212,554		)	(2,754		)	2,171,364
Total member's equity	2,386,672		(212,554		)	(2,754		)	2,171,364
Total liabilities and equity	$	4,618,698	$	(4,436	)	$	(2,754	)	$	4,611,508



	September 30, 2018
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
ASSETS
Property and equipment, net	$	1,021,517	$	(4,740	)	$	(2,749	)	$	1,014,028
Total assets	3,658,618		(4,740		)	(2,749		)	3,651,129
LIABILITIES AND EQUITY
Current liabilities:
Deferred revenues^(a)	11,709		46,056			—			57,765
Total current liabilities	40,617		46,056			—			86,673
Above-market leases and other long-term liabilities^(a)	49,936		157,334			—			207,270
Total liabilities	1,196,110		203,390			—			1,399,500
Member's equity:
Member's equity	2,462,508		(208,130		)	(2,749		)	2,251,629
Total member's equity	2,462,508		(208,130		)	(2,749		)	2,251,629
Total liabilities and equity	$	3,658,618	$	(4,740	)	$	(2,749	)	$	3,651,129



	June 30, 2018
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
ASSETS
Property and equipment, net	$	1,025,250	$	(4,897	)	$	(2,715	)	$	1,017,638
Total assets	3,684,372		(4,897		)	(2,715		)	3,676,760
LIABILITIES AND EQUITY
Current liabilities:
Deferred revenues^(a)	12,043		42,902			—			54,945
Total current liabilities	32,196		42,902			—			75,098
Above-market leases and other long-term liabilities^(a)	49,688		156,147			—			205,835
Total liabilities	1,185,588		199,049			—			1,384,637
Member's equity:
Member's equity	2,498,784		(203,946		)	(2,715		)	2,292,123
Total member's equity	2,498,784		(203,946		)	(2,715		)	2,292,123
Total liabilities and equity	$	3,684,372

Filing Compare · CC Holdings GS V LLC