UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 10-Q

____________________________________



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

For the quarterly period ended ~~September~~March 3031, ~~2019~~2020



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

For the transition period 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 jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executives office) (Zip Code)

(713) 570-3000

(Registrant's telephone number, including area code)

____________________________________

Securities registered pursuant to Section 12(b) of the Act: None.



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

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 ☒ No ☐

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 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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

As of ~~September~~March 3031, ~~2019~~2020, the only member of the registrant is a wholly-owned indirect subsidiary of Crown Castle International Corp.

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

CC HOLDINGS GS V LLC

INDEX

		Page
PART I—FINANCIAL INFORMATION		23
ITEM 1.	FINANCIAL STATEMENTS	23
	CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)	23
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)	34
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)	45
	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY (Unaudited)	56
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—Unaudited	67
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1312
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II—OTHER INFORMATION		19
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 6.	EXHIBITS	19
EXHIBIT INDEX		19
SIGNATURES		20

Cautionary Language Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our 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 ~~variation~~variations of these words, and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," ("~~MD&A~~Part I—Item 4. Controls and Procedures") and "Part II—Item 1A. Risk Factors" herein. Such forward-looking statements include (1) ~~expectations regarding~~ anticipated growth in the wireless industry and demand for wireless data, (2) ~~expectations regarding~~ wireless carriers' focus on improving network quality and expanding capacity, (3) ~~expectations regarding tenant leasing and non-renewals of tenant contracts, (4) expectations regarding~~ demand for our ~~communications infrastructure~~towers, including factors driving such demand, and the potential benefits that may be derived therefrom, (54) ~~expectations~~availability ~~regarding~~and adequacy of cash flows and liquidity for, orfuture ~~plans~~discretionary ~~regarding~~investments, ~~capital expenditures,~~ (65) ~~expectations~~ ~~regarding our capital structure,~~ debt maturities, ~~our~~(6) income ~~availability and cost of capital~~taxes, ~~and capital allocation,~~ (7) ~~expectations~~ ~~related to~~ the ~~ability~~potential impact of ~~Crown~~novel ~~Castle~~coronavirus ~~International Corp.~~ (~~"CCIC" or "Crown Castle"~~COVID-19) topandemic, ~~remain qualified as a real estate investment trust~~ (~~"REIT"~~8) ~~and~~ the ~~advantages,~~potential ~~benefits~~effects ~~or impact~~ of, ~~or opportunities created by~~ the ~~inclusion~~restatement of our ~~assets~~previously ~~and~~issued ~~operations~~consolidated infinancial ~~CCIC's REIT~~statements, ~~(8)~~including the ~~utilization~~Historical ofAdjustments ~~our~~related ~~net~~thereto, ~~operating loss carryforwards ("NOLs")~~ and (9) expectations ~~related~~regarding toour ~~the~~remediation ~~impact~~efforts ofrelated ~~customer~~to ~~consolidation~~a ormaterial ~~ownership~~weakness ~~changes,~~in ~~including~~our ~~the~~internal ~~impact~~control ofover ~~the~~financial ~~potential combination of T-Mobile and Sprint~~reporting.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "Part II—Item 1A. Risk Factors" herein and "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 ("~~2018~~2019 Form 10-K") 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. ~~As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.~~

Our filings with the SEC are available through the SEC website at www.sec.gov or through CCIC’'s investor relations website at investor.crowncastle.com. CCIC uses its investor relations website to disclose information about CCIC and us that may be deemed to be material. We encourage investors, the media and others interested ~~in us~~ to visit CCIC’'s investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the 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-Q indicates otherwise or the context otherwise requires, the terms, "we," "our," or "us" as used in this Form 10-Q 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. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in the 2019 Form 10-K.

Explanatory Note

As previously disclosed in the Explanatory Note of the 2019 Form 10-K, we restated our audited consolidated 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. Accordingly the condensed consolidated financial statements as of and for the quarterly period ended March 31, 2019 included in this Form 10-Q have been restated to reflect the Historical Adjustments described in the 2019 Form 10-K. See also note 2 to our condensed consolidated financial statements for further information on the impact of the Historical Adjustments on the condensed consolidated financial statements as of and for the quarterly period ended March 31, 2019.

PART I—FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

CC HOLDINGS GS V LLC

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands of dollars)

	September 30,2019		December 31, 2018
	March 31, 2020		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	1828,~~486~~967	$	1820,~~707~~407
Receivables, net	24,~~348~~761		43,~~327~~620
Prepaid expenses(a)	14,883		23,155
Prepaid expenses	12,890		29,643
Deferred site rental receivables and other current assets	2832,~~413~~168		2713,~~014~~278
Total current assets	6478,~~130~~786		7366,~~203~~948
Deferred site rental receivables	~~352~~354,~~984~~834		~~343~~354,~~740~~075
Property and equipment, net of accumulated depreciation of $1,081,133 and $1,011,900, respectively	1,015,632		1,017,767
Property and equipment, net of accumulated depreciation of $1,118,425 and $1,095,355, respectively	1,001,086		1,010,367
Operating lease right-of-use assets(a)	1,135,264		—
Operating lease right-of-use assets	1,149,952		1,150,476
Goodwill	1,338,730		1,338,730
Other intangible assets, net(a)	707,376		808,327
Other intangible assets, net	650,535		678,956
Long-term prepaid rent and other assets, net(a)	1,878		39,669
Long-term prepaid rent and other assets, net	1,889		1,905
Total assets	$	4,~~615~~575,~~994~~812	$	34,~~621~~601,~~436~~457
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,~~164~~054	$	12,~~933~~652
Accrued interest	17,748		8,126
Deferred revenues	13,390		12,533
Deferred revenues(a)	84,465		70,217
Other accrued liabilities(a)	7,484		8,866
Other accrued liabilities	9,730		6,146
Current portion of operating lease liabilities—third parties(a)	38,176		—
Current portion of operating lease liabilities—third parties	37,194		37,164
Current portion of operating lease liabilities—related parties(a)	16,397		—
Current portion of operating lease liabilities—related parties	20,790		20,417
Total current liabilities	95171,~~359~~981		31144,~~458~~722
Debt	995,~~085~~777		~~994~~995,~~047~~431
Operating lease liabilities—third parties(a)	827,253		—
Operating lease liabilities—third parties	839,003		845,960
Operating lease liabilities—related parties(a)	319,472		—
Operating lease liabilities—related parties	321,844		314,920
Deferred ground lease payable(a)	—		112,832
Other long-term liabilities(a)	197,092		203,470
Other liabilities(a)	35,618		50,108
Total liabilities	2,525,697		2,504,503
Total liabilities	2,272,787		1,188,445
Commitments and contingencies (note 8)
Commitments and contingencies (note 7)
Member's equity:
Member's equity	2,~~343~~050,~~207~~115		2,~~432~~096,~~991~~954
Accumulated earnings (deficit)	—		—
Total member's equity	2,~~343~~050,~~207~~115		2,~~432~~096,~~991~~954
Total liabilities and equity	$	4,~~615~~575,~~994~~812	$	34,~~621~~601,~~436~~457

(a) ~~See~~Reflects ~~"Recently~~the ~~Adopted~~recording ~~Accounting~~of ~~Pronouncements"~~deferred revenues in connection with the tower installation and modification transactions described in note 25 that result in permanent improvements to the ~~condensed~~Company's ~~consolidated~~towers. ~~financial~~The ~~statements~~Company ~~for~~receives ano ~~discussion~~cash offrom, ~~the~~and ~~recently~~is ~~adopted~~not ~~lease~~party ~~standard~~to, such transactions.

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands of dollars)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2019			2018			2019			2018
	2020			2019
Site rental revenues	$	171,745		$	165,108		$	507,256		$	492,158
				(As Restated)
Operating expenses:
Site rental revenues:
Site rental cost of operations—third parties(a)	38,406			37,616			114,212			112,469
Revenues from tenant contracts	$	172,389		$	167,322
Site rental cost of operations—related parties(a)	10,880			10,163			32,210			30,478
Amortization of tower installations and modifications(a)	14,052			12,171
Site rental cost of operations—total(a)	49,286			47,779			146,422			142,947
Total site rental revenues	186,441			179,493
Management fee—related party	12,611			12,207			37,238			36,227
Operating expenses:
Asset write-down charges	—			—			375			344
Site rental cost of operations—third parties(b)	37,827			37,282
Depreciation, amortization and accretion	52,665			52,333			157,436			157,765
Ground rent expenses—related parties	11,281			10,609
Total operating expenses	114,562			112,319			341,471			337,283
Site rental cost of operations—total(b)	49,108			47,891
Operating income (loss)	57,183			52,789			165,785			154,875
Management fee—related party	12,722			12,124
Interest expense and amortization of deferred financing costs	(9,969		)	(9,969		)	(29,906		)	(29,906		)
Asset write-down charges	424			190
Other income (expense)	160			90			445			63
Depreciation, amortization and accretion	52,346			51,580
Income (loss) before income taxes	47,374			42,910			136,324			125,032
Total operating expenses	114,600			111,785
Benefit (provision) for income taxes	(102		)	(93		)	(307		)	(279		)
Operating income (loss)	71,841			67,708
Net income (loss)	$	47,272		$	42,817		$	136,017		$	124,753
Interest expense and amortization of deferred financing costs	(9,969		)	(9,969		)
Other income (expense)	15			(3		)
Income (loss) before income taxes	61,887			57,736
Benefit (provision) for income taxes	(106		)	(98		)
Net income (loss)	$	61,781		$	57,638

(a) ~~Exclusive~~Represents the amortization of ~~depreciation,~~deferred ~~amortization~~revenues ~~and~~recorded ~~accretion~~in ~~shown~~connection ~~separately~~with the tower installation and ~~certain~~modification ~~indirect~~transactions ~~costs~~described ~~included~~in note 5 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 notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands of dollars)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2019			2018
	2020			2019
Cash flows from operating activities:
				(As Restated)
Net income (loss)	$	136,017		$	124,753
Cash flows from operating activities:(a)
Net income (loss)	$	61,781		$	57,638
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	~~157~~52,~~436~~346			~~157~~51,~~765~~580
Amortization of deferred financing costs	~~1,038~~346			~~1,038~~346
Asset write-down charges	~~375~~424			~~344~~190
Changes in assets and liabilities:
Increase (decrease) in accrued interest	9,622			9,622
Increase (decrease) in accounts payable	(31,~~844~~200		)	~~500~~(32		)
Increase (decrease) in other liabilities	111,~~617~~187			35,~~009~~968
Decrease (increase) in receivables	(1,~~978~~141		)	~~(158~~1,516		)
Decrease (increase) in other assets	(142,~~256~~143		)	(123,~~505~~675		)
Net cash provided by (used for) operating activities	~~289~~133,~~983~~622			~~284~~123,~~368~~153
Cash flows from investing activities:
Capital expenditures	(64,403		)	(52,187		)
Capital expenditures(b)	(16,442		)	(18,678		)
Net cash provided by (used for) investing activities	(6416,~~403~~442		)	(5218,~~187~~678		)
Cash flows from financing activities:
Distributions to member	(~~225~~108,~~801~~620		)	(~~238~~105,~~716~~472		)
Net cash provided by (used for) financing activities	(~~225~~108,~~801~~620		)	(~~238~~105,~~716~~472		)
Net increase (decrease) in cash and cash equivalents	~~(221~~8,560		)	(~~6,535~~997		)
Cash and cash equivalents at beginning of period	1820,~~707~~407			3018,~~771~~707
Cash and cash equivalents at end of period	$	1828,~~486~~967		$	2417,~~236~~710


(a)	The Company receives no cash from, and is not party to, the tower installation and modification transactions described in note 5. 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 deferred revenues.


(b)	Includes permanent improvements recorded in connection with the tower installation and modification transactions described in note 5. The Company receives no cash from, and is not party to, such transactions.

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY (Unaudited)

(In thousands of dollars)

	Member's Equity			AccumulatedEarnings (Deficit)			Total
Balance, July 1, 2019	$	2,377,756		$	—		$	2,377,756
Balance, January 1, 2020	$	2,096,954		$	—		$	2,096,954
Distributions to member (note 4)	(34,549		)	(47,272		)	(81,821		)
Distributions to member(a)	(46,839		)	(61,781		)	(108,620		)
Net income (loss)	—			4761,~~272~~781			4761,~~272~~781
Balance, September 30, 2019	$	2,343,207		$	—		$	2,343,207
Balance, March 31, 2020	$	2,050,115		$	—		$	2,050,115
	Member's Equity			AccumulatedEarnings (Deficit)			Total
Balance, July 1, 2018	$	2,498,784		$	—		$	2,498,784
Balance, January 1, 2019 (as restated)	$	2,219,198		$	—		$	2,219,198
Distributions to member (note 4)	(36,276		)	(42,817		)	(79,093		)
Distributions to member (as restated)(a)	(47,834		)	(57,638		)	(105,472		)
Net income (loss)	—			42,817			42,817
Net income (loss) (as restated)	—			57,638			57,638
Balance, September 30, 2018	$	2,462,508		$	—		$	2,462,508
Balance, March 31, 2019 (as restated)	$	2,171,364		$	—		$	2,171,364

	Member's Equity			AccumulatedEarnings (Deficit)			Total
Balance, January 1, 2019	$	2,432,991		$	—		$	2,432,991
Distributions to member (note 4)	(89,784		)	(136,017		)	(225,801		)
Net income (loss)	—			136,017			136,017
Balance, September 30, 2019	$	2,343,207		$	—		$	2,343,207
	Member's Equity			AccumulatedEarnings (Deficit)			Total
Balance, January 1, 2018	$	2,576,471		$	—		$	2,576,471
Distributions to member (note 4)	(113,963		)	(124,753		)	(238,716		)
Net income (loss)	—			124,753			124,753
Balance, September 30, 2018	$	2,462,508		$	—		$	2,462,508


(a)	See note 5. The Company receives no cash from, and is not party to, the tower installation and modification transactions described in note 5.

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)


1.	General

The accompanying consolidated financial statements reflect the consolidated 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 that is a holding company and an issuer of the Company's debt. Intercompany accounts, transactions and profits have been eliminated. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive.

The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, ~~2018~~2019, and related notes thereto, included in the ~~2018~~2019 Form 10-K filed by the Company with the SEC.

The Company is organized specifically to own, lease and manage towers and other structures (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 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 customers on its ~~communications~~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 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 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 note 56.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company at ~~September~~March 3031, ~~2019~~2020, the condensed consolidated results of operations for ~~both~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 and the condensed consolidated cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the U.S. ("GAAP"). The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

62. Restatement of Previously Issued Condensed Consolidated Financial Statements

CCThe ~~HOLDINGS~~tables GSbelow Vsummarize ~~LLC~~the impact of the Restatement Adjustments that were related to the timing of revenue recognition on CCIC's tower installation services. Specifically, CCIC determined that its historical practice of recognizing the full transaction price as services 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, represent a lease component and should be recognized by CCIC as site rental revenues on a ratable basis over the associated estimated lease term.

~~NOTES~~CCIC, TOthrough ~~CONDENSED~~its ~~CONSOLIDATED~~wholly ~~FINANCIAL~~owned ~~STATEMENTS~~subsidiary, offers certain installation and other construction-~~Unaudited~~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

(Tabular dollars in thousands)

2. Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

Lease Accounting — Summary of Adoption Impact. Effective January 1, 2019, the Company adopted new guidance on the recognition, measurement, presentation and disclosure of leases (commonly referred to as "ASC 842" or the "new lease standard").

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 right-of-use ("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 condensed consolidated balance sheet. Additionally, certain amounts related to our lessee arrangements that were previously reported separately have been de-recognized and reclassified into "Operating lease right-of-use assets" on the Company's condensed 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 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 liabilities."

Notwithstanding the material impact to the Company's condensed consolidated balance sheet, the Company's adoption of the new lease standard did not have a material impact on the Company's condensed 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).

Lease Accounting—General. 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 (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 Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party with 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.

Lease Accounting—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 at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines that 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.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)

~~ROU assets associated~~ with ~~operating~~such ~~leases are included in "Operating lease right-of-use assets" on the Company's condensed consolidated balance sheet~~transactions. ~~Current~~ ~~and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities—third parties~~However," ~~"Current~~when ~~portion~~CCIC ofis ~~operating~~engaged ~~lease liabilities—related parties~~by," ~~"Operating lease liabilities—third parties"~~ and ~~"Operating~~performs ~~lease~~an ~~liabilities—related~~installation ~~parties"~~or onother ~~the~~activity ~~Company's~~for, ~~condensed~~a ~~consolidated~~tenant ~~balance~~that ~~sheet. ROU~~is ~~assets~~locating ~~represent~~or ~~the~~located ~~Company's~~on ~~right to use an underlying asset for~~ the ~~lease term and lease liabilities represent the~~ Company's ~~present~~towers, ~~value of its future lease payments. In assessing its leases~~ and ~~determining~~such ~~its~~transaction ~~lease~~results ~~liability~~in at(1) ~~lease~~enhancing ~~commencement~~a ortower ~~upon~~in ~~modification,~~connection ~~the~~with ~~Company~~a ~~was~~new ~~not~~tenant ~~able~~installing toequipment ~~readily~~on ~~determine~~ the ~~rate~~tower ~~implicit~~ for ~~its lessee arrangements, and thus has used CCIC's incremental borrowing rate on a collateralized basis to determine~~ the ~~present~~first ~~value~~time ofor ~~the lease payments. The Company's ROU assets are measured~~ as ~~the~~part ~~balance~~ of ~~the~~subsequent ~~lease~~equipment ~~liability~~augmentations ~~plus any prepaid~~ or ~~accrued~~(2) ~~lease~~modifying ~~payments~~the ~~and~~structure ~~any~~of ~~unamortized initial direct costs. Operating lease expenses are recognized on~~ a ~~ratable~~tower ~~basis,~~to ~~regardless~~accommodate ~~of whether~~ the ~~payment~~additional ~~terms~~tenant, ~~require~~ the Company torecords ~~make~~any ~~payments~~permanent ~~annually,~~improvement ~~quarterly,~~that ~~monthly,~~is ormade ~~for~~on ~~the~~its ~~entire~~tower ~~term~~site ~~in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such~~ as ~~fixed~~a ~~dollar or~~ fixed ~~percentage~~asset. ~~increases)~~Historically, orin ~~inflation-based~~connection ~~escalation~~with ~~clauses~~recording (such aspermanent ~~those~~improvements ~~tied~~as tofixed ~~the~~assets ~~change~~on inits ~~CPI). If~~financial ~~the payment terms include fixed escalator provisions~~statements, the ~~effect~~Company ofwould ~~such~~also ~~increases~~record ~~is recognized on~~ a ~~straight-line~~corresponding ~~basis. The~~amount ~~Company~~as ~~calculates~~a ~~the~~capital ~~straight-line~~contribution ~~expense~~from ~~over the contract's estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised~~CCIC.

~~Lease~~The ~~agreements~~Company ~~may~~determined ~~also~~that, ~~contain~~despite ~~provisions for a contingent payment based on (1)~~ the ~~revenues~~Company ~~derived~~not ~~from~~receiving ~~the~~any ~~communications~~cash, ~~infrastructure~~an ~~located~~amount onequal ~~the~~to ~~leased asset or (2)~~ the ~~change~~lease incomponent ~~CPI. The~~as ~~Company's~~a ~~contingent~~result ~~payments~~of ~~are~~such ~~considered~~installation ~~variable lease payments~~ and ~~are~~other ~~(1)~~construction-related ~~not~~services ~~included~~should inbe ~~the~~recorded ~~initial~~on ~~measurement of~~ the ~~ROU~~consolidated ~~asset~~financial orstatements ~~lease~~as ~~liability~~deferred ~~due~~revenue, toand ~~the~~then ~~uncertainty~~amortized ofas ~~the~~revenues ~~payment~~on ~~amount~~a ~~and~~ratable ~~(2)~~basis ~~recorded~~over asthe ~~expense~~length inof the ~~period~~tenants’ ~~such~~associated ~~contingencies~~estimated ~~are~~lease ~~resolved~~term.

~~ROU~~In ~~assets~~addition ~~associated~~to ~~with~~the ~~finance~~determination ~~leases~~discussed ~~are~~above, ~~included~~the inCompany ~~"Property~~has ~~and~~also ~~equipment,~~determined ~~net"~~that onerrors ~~the~~existed ~~Company's~~related ~~condensed~~to ~~consolidated~~its ~~balance~~accounting ~~sheet~~for obligations to perform asset retirement activities pursuant to its ground lease and easement agreements. If ~~applicable~~Specifically, the Company ~~measures~~should ~~the~~not ~~lease~~have ~~liability~~recorded asset retirement obligations for ~~finance~~its ~~leases~~Sprint ~~using~~Sites, as the ~~effective~~associated ~~interest~~estimated ~~method. The~~retirement ~~initial~~would ~~lease~~occur ~~liability~~beyond isthe ~~increased~~period tofor ~~reflect~~which ~~interest~~the onCompany ~~the~~has ~~liability~~a ~~and~~contract ~~decreased~~term to ~~reflect~~these ~~payments~~sites. ~~made~~The ~~during~~correction of the ~~period. Interest~~errors onrelated to the ~~lease~~Company's ~~liability~~accounting isfor ~~determined~~obligations ~~each~~to ~~period~~perform ~~during~~asset ~~the~~retirement ~~lease~~activities ~~term~~resulted asin ~~the~~(1) ~~amount~~a ~~that~~decrease ~~results~~to inboth a"Property ~~constant~~and ~~periodic~~equipment, ~~discount~~net" ~~rate~~and "Member's equity" of $4.4 million on the ~~remaining~~Company's consolidated balance sheet as of ~~the~~March 31, ~~liability. The~~2020, ~~Company~~and ~~measures~~(2) ~~ROU~~a ~~assets~~decrease ~~for~~to ~~finance~~"Depreciation, ~~leases~~amortization, and accretion" on athe ~~ratable~~Company's ~~basis~~consolidated ~~over~~statement of operations of $0.7 million for the ~~applicable~~three ~~lease~~months ~~term~~ended March 31, 2020.

~~Lease Accounting—Lessor.~~ The ~~Company's~~Restatement ~~lessor~~Adjustments ~~arrangements~~in primarily include contracts for dedicated space on its communications infrastructure. 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~~tables ~~criteria~~below isreflect ~~met: (1)~~ the ~~lease~~impact ~~transfers ownership~~ of ~~the underlying asset to the lessee,~~ (21) ~~the~~allocating ~~lease grants the lessee~~ an ~~option~~amount toequal ~~purchase the underlying asset that the lessee is reasonably certain~~ to ~~exercise, (3)~~ the lease ~~term~~component isas ~~for~~ a ~~major~~result ~~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 ainstallation ~~specialized~~and ~~nature~~other ~~that~~construction-related itservices ison ~~expected to have no alternative use to~~ the ~~lessor~~consolidated atfinancial ~~the~~statements ~~end~~as ofdeferred ~~the lease term. Furthermore~~revenue, ~~when~~and ~~none~~then ofamortizing ~~the~~those ~~above~~amounts ~~criteria is met, a lease is classified~~ as aamortization ~~direct financing lease if both~~ of ~~the~~tower ~~following~~installations ~~criteria~~and ~~are~~modifications ~~met:~~on ~~(1)~~a ~~the~~ratable ~~present~~basis ~~value~~over of the oflength ~~the sum~~ of the ~~lease~~tenants’ ~~payments~~associated ~~and~~estimated ~~any residual value guaranteed by the lessee that is not already reflected in the~~ lease ~~payments~~term ~~equals or exceeds the fair value of the underlying asset~~ and (2) itcorrecting iserrors ~~probable~~related ~~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's ~~classifies~~accounting ~~all~~for ofobligations ~~its~~to ~~lessor~~perform ~~arrangements~~asset asretirement ~~operating leases~~activities.

~~Site~~In ~~rental~~addition, ~~revenues from~~ the Company’s ~~lessor~~has ~~arrangements~~also ~~are~~made ~~recognized~~other onadjustments ato ~~straight-line, ratable basis over~~ the ~~fixed,~~financial ~~non-cancelable~~statements ~~term~~referenced ofabove ~~the~~to ~~relevant~~correct ~~contract,~~errors ~~regardless~~that ofwere ~~whether~~not ~~the~~material ~~payments~~to ~~from~~its ~~the~~condensed ~~tenant~~consolidated ~~are~~financial ~~received in equal monthly amounts during the life of a contract~~statements. ~~Certain~~ ofSuch ~~the~~immaterial ~~Company's~~adjustments ~~contracts~~are ~~contain~~related ~~fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied~~ to ~~the~~a ~~change~~revision in ~~CPI). If~~ the ~~payment~~presentation ~~terms~~of ~~call~~certain ~~for~~tower ~~fixed~~installation ~~elements,~~activities ~~such~~from asa ~~fixed~~gross ~~escalations,~~basis ~~upfront~~to ~~payments, or rent-free periods, the rental revenue is recognized on~~ a ~~straight-line~~net basis, ~~over~~including the ~~fixed,~~associated ~~non-cancelable~~removal ~~term~~ of ~~the~~certain ~~agreement. When~~amounts ~~calculating~~historically ~~straight-line~~categorized ~~site~~as ~~rental~~capital ~~revenues, the Company considers all fixed elements of tenant contractual escalation provisions~~expenditures.

~~See~~In ~~note~~addition 8to ~~for~~the ~~further~~restatement of the condensed consolidated financial statements, certain historical information in the notes to the condensed consolidated financial statements have been restated to reflect the impact of the Historical Adjustments.

~~Recent~~Consolidated ~~Accounting~~Balance ~~Pronouncements~~Sheet ~~Not Yet Adopted~~

No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's condensed consolidated financial statements.



	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


(a)	Reflects the recording of deferred revenues in connection with the tower installation and modification transactions described in note 5 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)

3.Consolidated ~~Debt~~Statement of Operations

The outstanding balance of the 3.849% Secured Notes due April 2023 as of September 30, 2019 and December 31, 2018 was $995 million and $994 million, respectively.



	Three Months Ended March 31, 2019
	As Reported		Restatement Adjustments			Other Adjustments			As Restated
Site rental revenues:
Revenues from tenant contracts	$	167,322	$	—		$	—		$	167,322
Amortization of tower installations and modifications^(a)	—		12,171			—			12,171
Total site rental revenues	167,322		12,171			—			179,493

Operating expenses:
Depreciation, amortization and accretion	52,362		(736		)	(46		)	51,580
Total operating expenses	112,567		(736		)	(46		)	111,785
Operating income (loss)	54,755		12,907			46			67,708
Income (loss) before income taxes	44,783		12,907			46			57,736
Net income (loss)	$	44,685	$	12,907		$	46		$	57,638

~~Interest~~(a) ~~Expense~~Represents ~~and~~the ~~Amortization~~amortization of ~~Deferred~~deferred ~~Financing~~revenues ~~Costs~~recorded in connection with the tower installation and modification transactions described in note 5 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions.

~~The~~Consolidated ~~components~~Statement of ~~interest~~Cash ~~expense and amortization of deferred financing costs are as follows:~~Flows

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31, 2019
	2019			2018			2019			2018
	As Reported			Restatement Adjustments			Other Adjustments			As Restated
Interest expense on debt obligations	$	9,623		$	9,623		$	28,868		$	28,868
Cash flows from operating activities:(a)
Amortization of deferred financing costs	346			346			1,038			1,038
Net income (loss)	$	44,685		$	12,907		$	46		$	57,638
Total	$	9,969		$	9,969		$	29,906		$	29,906
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	52,362			(736		)	(46		)	51,580
Increase (decrease) in other liabilities	3,738			2,230			—			5,968
Net cash provided by (used for) operating activities	108,752			14,401			—			123,153
Cash flows from investing activities:
Capital expenditures(b)	(18,745		)	—			67			(18,678		)
Net cash provided by (used for) investing activities	(18,745		)	—			67			(18,678		)
Cash flows from financing activities:
Distributions to member	(91,004		)	(14,401		)	(67		)	(105,472		)
Net cash provided by (used for) financing activities	(91,004		)	(14,401		)	(67		)	(105,472		)
Net increase (decrease) in cash and cash equivalents	(997		)	—			—			(997		)
Cash and cash equivalents at beginning of year	18,707			—			—			18,707
Cash and cash equivalents at end of year	$	17,710		$	—		$	—		$	17,710

4(a) The Company receives no cash from, and is not party to, the tower installation and modification transactions described in note 5. ~~Related~~Such ~~Party~~transactions, ~~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 deferred revenues.

~~Pursuant~~(b) toIncludes ~~the~~permanent ~~Management~~improvements ~~Agreement,~~recorded ~~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~~connection with the ~~operation~~tower ~~standards~~installation ~~defined~~and inmodification ~~the~~transactions ~~Management~~described ~~Agreement.~~in ~~CCUSA~~note ~~currently acts as the Manager of the sites held by subsidiaries of CCIC~~5. The ~~management fee is equal to 7.5% of the~~ Company’s ~~Operating~~receives ~~Revenues,~~no ascash ~~defined in the Management Agreement~~from, ~~which~~and is ~~based~~not onparty ~~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,~~such ~~operate, manage and administer the sites, other than the operating expenses (which includes real estate and personal property taxes, ground lease and easement payments, and insurance premiums)~~transactions. ~~Further, in connection with its role as Manager, CCUSA may make certain modifications to the Company's towers.~~

In3. ~~addition,~~Summary ~~CCUSA~~of ~~may~~Significant ~~perform~~Accounting ~~installation services on the Company's towers, for which the Company is not a party to any agreement and for which no operating results are reflected herein.~~Policies

AsRecently ~~part~~Adopted ofAccounting the CCIC strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land 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 an affiliate acquiring rights to such land. As of September 30, 2019, approximately 30% of the Company's towers were located on land which was controlled by an affiliate. Also, the Company receives site rental revenue from affiliates for land controlled 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.Pronouncements

~~For~~No ~~the~~accounting ~~nine~~pronouncements ~~months~~adopted ~~ended~~during ~~September 30, 2019 and 2018,~~ the ~~Company~~three ~~recorded~~months ~~equity~~ended distributions of $225.8 million and $238.7 million, respectively, reflecting distributions to its member. Cash on hand in excess of the amount that is required by the Management Agreement has been, and is expected to continue to be, distributed to the Company's parent company. As of SeptemberMarch 3031, ~~2019~~2020 ~~and~~had ~~2018,~~a ~~other~~material ~~than~~impact the amounts of its ROU assets and operating lease liabilities related to land leased from affiliates of the Company reflected in "Operating lease right-of-use assets," "Current portion of operating lease liabilities—related parties" and "Operating lease liabilities—related parties" on the Company's condensed consolidated ~~balance~~financial ~~sheet, the Company had no material related party assets or liabilities on its condensed consolidated balance sheet~~statements.

5. Income Taxes

CCIC operates as a REIT for U.S. 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 net taxable income that is currently distributed to its stockholders. For U.S. federal income tax purposes, the Company's assets and operations are included in the CCIC REIT.

For the nine months ended September 30, 2019 and 2018, the Company's effective tax rate differed from the federal statutory rate predominately due to (1) CCIC's REIT status, including the dividends paid deduction and (2) state taxes.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)

6.Recent ~~Fair~~Accounting ~~Values~~Pronouncements Not Yet Adopted

~~The~~No ~~fair~~new ~~value~~accounting ofpronouncements ~~cash~~issued but ~~and~~not ~~cash~~yet ~~equivalents~~adopted ~~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~~expected onto ~~the~~have ~~brokers'~~a ~~interpretation~~material ofimpact ~~market information, including implied credit spreads for similar borrowings~~ on ~~recent trades or bid/ask prices or quotes from active markets, if applicable. Since December 31, 2018, there have not been any changes in~~ the Company's ~~valuation~~condensed ~~techniques~~consolidated ~~used to measure fair values. The estimated fair values of the Company's~~ financial ~~instruments, along with the carrying amounts of the related assets and liabilities, are as follows:~~statements.

	Level in Fair Value Hierarchy	September 30, 2019				December 31, 2018
		Carrying Amount		FairValue		Carrying Amount		FairValue
Assets:
Cash and cash equivalents	1	$	18,486	$	18,486	$	18,707	$	18,707
Liabilities:
Debt	2	995,085		1,047,800		994,047		990,600


4.	Debt

7The outstanding balance of the 3.849% ~~Commitments~~Secured Notes due April 2023 as of March 31, 2020 and ~~Contingencies~~December 31, 2019 was $996 million and $995 million, respectively.

~~The~~Interest ~~Company~~Expense ~~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 itAmortization ~~is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution~~ of ~~such~~Deferred ~~uncertainties~~Financing and the incurrence of such costs should not have a material adverse effect on the Company's condensed consolidated financial position or results of operations. In addition, CCIC, through its subsidiaries (including the Company), has the option to purchase in 2037 all (but not less than all) of the Sprint Sites, which represent approximately 68% of the Company's sites. CCIC has no obligation to exercise the purchase option.Costs

8.The ~~Leases~~components of interest expense and amortization of deferred financing costs are as follows:

Lessor Tenant Leases



	Three Months Ended March 31,
	2020		2019
Interest expense on debt obligations	$	9,623	$	9,623
Amortization of deferred financing costs	346		346
Total	$	9,969	$	9,969

~~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 September 30, 2019~~5. ~~Generally,~~ ~~the~~Related ~~Company's~~Party 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. The 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.Transactions

	Three Months Ending December 31,		Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Tenant leases(a)	$	166,906	$	675,608	$	672,744	$	658,638	$	515,992	$	1,810,523	$	4,500,411

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 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 real estate and personal property taxes, ground lease and easement payments, and insurance premiums).

(Further, in connection with its role as Manager, CCUSA may offer certain installation and modification services to tenants on the Company's towers; however, the Company receives no cash from, and is not party to, such transactions. The Company includes the deferred revenue for a) ~~Inclusive~~portion of ~~leases~~the ~~with~~transaction ~~related~~price ~~parties~~for the tower installation and modification services, which represents a lease component under GAAP, within "Deferred revenues," on the Company's condensed consolidated balance sheet and recognizes it as "Amortization of tower installations and modifications" on the Company's condensed consolidated statement of operations over the associated estimated lease term. ~~See~~The ~~note~~portions 4of the transaction price which do not represent a lease component are not reflected in the Company's operating results.

As part of CCIC's strategy to obtain long-term control of the land interests under its towers, affiliates of the Company have acquired rights to land under the Company's towers. These affiliates then lease the land to the Company, and the Company pays ground rent expenses to the affiliates. 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 March 31, 2020, more than 30% of the Company's towers were located on land which was controlled by an affiliate. Also, the Company receives site rental revenues from affiliates for land owned by the Company on which affiliates have towers.

For the three months ended March 31, 2020 and 2019, the Company recorded equity distributions of $108.6 million and$105.5 million, respectively, reflecting distributions to its member. Cash on-hand above the amount that is required by the Management Agreement has been, and is expected to continue to be, distributed to the Company's parent company. As of March 31, 2020 and 2019, other than the amounts of its ROU assets and operating lease liabilities related to land leased from affiliates of the Company reflected in "Operating lease right-of-use assets," "Current portion of operating lease liabilities—related parties" and "Operating lease liabilities—related parties," the Company had no material related party assets or liabilities on its condensed consolidated balance sheet.


6.	Income Taxes

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)

~~Lessee~~distributed ~~Operating~~to ~~Leases~~its stockholders. For U.S. federal income tax purposes, the Company's assets and operations are included in the CCIC REIT.

~~The~~For ~~components~~the ofthree months ended March 31, 2020 and 2019, the Company's ~~lease~~effective ~~expense~~tax israte asdiffered ~~follows:~~from the federal statutory rate predominately due to (1) CCIC's REIT status, including the dividends paid deduction and (2) state taxes.

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease cost(a):
Operating lease expense(b)	30,826		90,027
Variable lease expense(c)	8,458		27,080
Total lease expense	$	39,284	$	117,107


7.	Fair Values

~~(a)~~The ~~Inclusive~~fair value of ~~leases~~cash ~~with~~and ~~related~~cash ~~parties~~equivalents approximates the carrying value. ~~See~~The ~~note~~Company 4determines 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, 2019, in the Company's valuation techniques used to measure fair values. The estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets and liabilities, are as follows:

(b) Represents the Company's operating lease expense related to its ROU assets for both the three and nine months ended September 30, 2019.



	Level in Fair Value Hierarchy	March 31, 2020				December 31, 2019
	Level in Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	28,967	$	28,967	$	20,407	$	20,407
Liabilities:
Debt	2	995,777		1,004,500		995,431		1,046,200

~~(c)~~8. ~~Represents~~Commitments ~~the Company's contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) for both the three~~ and ~~nine months ended September 30, 2019. Such contingencies are recognized as expense in the period they are resolved.~~Contingencies

~~Lessee~~The ~~Finance~~Company ~~Leases~~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 condensed consolidated financial position or results of operations. In addition, see note 1 for a discussion of 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.

The Company's finance leases are related to the towers subject to prepaid master lease agreements with Sprint and are recorded as "Property and equipment, net" on the condensed consolidated balance sheet. See note 1 for further discussion of the Company's prepaid master lease agreements and note 2 for further information regarding the Company's adoption method of the new lease standard. Finance leases and associated leasehold improvements related to gross property and equipment and accumulated depreciation were $979 million and $635 million, respectively, as of September 30, 2019. For the three and nine months ended September 30, 2019, the Company recorded $10 million and $31 million to "Depreciation, amortization and accretion" related to finance leases, respectively.

Other Lessee Information

As of September 30, 2019, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 16 years and 4.4%, respectively.

The following table is a summary of the Company's maturities of operating lease liabilities as of September 30, 2019:

	Three months ending December 31,		Years ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total undiscounted lease payments		Less: Imputed interest			Total operating lease liabilities
Operating leases(a)(b)	$	25,842	$	107,212	$	107,256	$	106,786	$	106,235	$	1,252,978	$	1,706,309	$	(505,011	)	$	1,201,298

(a) Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure 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 4.

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.

The operating lease payments included in the table below include payments for certain renewal periods 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.

	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

(a) Inclusive of leases with related parties. See note 4.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)


9.	Supplemental Cash Flow Information

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2019		2018
	2020		2019
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities(a)(b)	$	7926,~~643~~402	$	—25,827
Interest paid	19,246		19,246
Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities(b)	7111,~~578~~756		—5,879


(a)	Excludes cash payments related to contingent payment pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.

(b) Inclusive of leases with related parties. See note 45.

~~10. Guarantor Subsidiaries~~11

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 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 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) 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.


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

The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and ~~the~~our consolidated financial statements ~~of the Company~~ including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ~~("MD&A")~~ included in our ~~2018~~2019 Form 10-K. ~~Capitalized~~ ~~terms~~As ~~used~~discussed ~~but~~in ~~not~~the ~~defined~~"Explanatory inNote" to this Form 10-Q ~~have~~and ~~the~~in ~~same~~further ~~meaning~~detail ~~given to them~~ in our ~~2018~~2019 Form 10-K~~. Unless this Quarterly Report on Form 10-Q indicates otherwise or the context requires~~, ~~the~~amounts ~~terms~~reflected ~~"we,"~~for ~~"our," "our company," "~~the ~~company,"~~first orquarter ~~"us"~~of as2019 ~~used~~have ~~herein~~been ~~refer~~restated to CCreflect ~~Holdings~~the GSimpact Vof ~~LLC~~the ~~and~~Historical ~~its subsidiaries~~Adjustments.

Throughout this Item 2 and this Form 10-Q, site rental revenues include both revenues from tenant contracts and amortization of tower installations and modifications.

General Overview

We own, lease orand manage sites that are geographically dispersed throughout the United States. The vast majority of our site rental revenues is of a recurring nature and is subject to long-term contracts with our tenants.

Business Fundamentals and Results

The following are certain highlights of our business fundamentals and results as of and for the ~~nine~~three months ended ~~September~~March 3031, ~~2019.~~2020:


•	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 will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, 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 (which may include extensions or structural reinforcement)~~returns.


◦	Substantially 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).


•	Organizational structure


◦	For 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.

◦ Our subsidiaries (other than Crown Castle GS III Corp.) were organized specifically to own, lease and manage certain ~~communications infrastructure~~sites, such as towers or other structures, and have no 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 ~~at the option~~ of ~~the tenant of~~ five to 10 years each, exercisable at the option of the tenant.

◦ ~~The weighted~~Weighted-average remaining term ~~(calculated by weighting the remaining term for each contract by the related site rental revenue)~~ of approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $4.53 billion of expected future cash inflows.


•	Majority of our revenues from large wireless carriers

◦ Approximately 90% of our site rental revenues were derived from Sprint, AT&T, T-Mobile and Verizon Wireless.


▪	On April 1, 2020, T-Mobile and Sprint announced the completion of their previously disclosed merger. For additional information, see "Item 1A. Risk Factors" in our 2019 Form 10-K.


•	Majority of land interests under our towers 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.

◦ ~~22%~~Approximately one-fourth of our site rental ~~cost~~costs of operations ~~represents~~represent 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 34 to our condensed consolidated financial statements.


•	Significant cash flows from operations

◦ Net cash provided by operating activities was $~~290~~133.06 million. See "Item 2. MD&A—Liquidity and Capital Resources."

~~Consolidated~~Coronavirus ~~Results of Operations~~(COVID-19)

The ~~following~~global ~~discussion~~outbreak of ~~our~~the ~~results~~novel ofcoronavirus ~~operations~~(COVID-19) ~~should~~was bedeclared ~~read~~a inpandemic ~~conjunction~~by ~~with~~the ~~our~~World ~~condensed~~Health ~~consolidated~~Organization ~~financial~~and ~~statements~~a ~~and~~national ~~our~~emergency ~~2018~~by ~~Form~~the ~~10-K~~U.S. ~~The~~government ~~following~~in ~~discussion~~March of2020 ~~our~~and ~~results~~has ofadversely ~~operations~~affected isthe ~~based~~United onStates. ~~our~~In ~~condensed~~response, ~~consolidated~~both ~~financial~~the ~~statements~~public ~~prepared~~and private sectors have introduced certain policies and initiatives in ~~accordance~~an ~~with~~effort ~~GAAP~~to ~~which~~reduce ~~requires~~the ustransmission of COVID-19 ("Initiatives"), such as the imposition of travel restrictions; mandates from federal, state and local authorities to ~~make~~close ~~estimates~~non-essential businesses and ~~judgments~~avoid ~~that~~large ~~affect~~gatherings ~~the~~of ~~reported~~people; ~~amounts. See~~quarantine or "~~Item~~shelter-in-place;" 2.and ~~MD&A—Accounting~~the promotion of social distancing and ~~Reporting~~the ~~Matters—Critical~~adoption ~~Accounting~~of ~~Policies~~work-from-home and ~~Estimates"~~online ~~herein~~learning by companies and ~~note~~institutions. 2In toaddition, ~~our~~the ~~2018~~continued ~~Form~~spread 10of COVID-K19 and the resulting Initiatives have led to a significant economic downturn, global supply chain disruptions and volatility in the global capital markets.

~~Highlights~~In accordance with the U.S. Department of Homeland Security guidance issued in March 2020 designating telecommunications infrastructure and networks as critical infrastructure, we have continued our operations to ensure viability of communications networks, which are essential to public health and safety. We do not believe that COVID-19 had a material impact on our financial position, results of operations ~~for~~and cash flows in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30,~~2020. ~~2019~~We currently anticipate that we will be able to maintain sufficient liquidity as we manage through the current environment. See also "Item 2. MD&A—Liquidity and ~~2018~~Capital ~~are~~Resources—Liquidity ~~depicted~~Position" ~~below~~and "Item 1A. Risk Factors."

	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018			PercentChange
	(Dollars in thousands)
Site rental revenues	$	171,745		$	165,108		4	%
Operating expenses:
Costs of operations(a)(b)	49,286			47,779			3	%
Management fee(b)	12,611			12,207			3	%
Asset write-down charges	—			—			*
Depreciation, amortization and accretion	52,665			52,333			1	%
Total operating expenses	114,562			112,319			2	%
Operating income (loss)	57,183			52,789			8	%
Interest expense and amortization of deferred financing costs	(9,969		)	(9,969		)	—	%
Other income (expense)	160			90
Income (loss) before income taxes	47,374			42,910
Benefit (provision) for income taxes	(102		)	(93		)
Net income (loss)	$	47,272		$	42,817

Guarantor Subsidiaries

*In ~~Percentage~~March ~~not~~2020, ~~meaningful~~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.

~~(a)~~Summary ~~Exclusive~~financial information of ~~depreciation~~such subsidiaries that, ~~amortization~~in certain circumstances, may be required by the amendments described above is not provided in this Form 10-Q because the assets, liabilities and ~~accretion~~results ~~shown~~of ~~separately~~operations of the combined guarantors of the 3.849% Secured Notes and ~~certain~~CCL ~~indirect~~affiliates ~~costs~~whose ~~included~~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 ~~management~~guarantees ~~fee~~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. (b"Co-Issuer" and, together with CCL, "Issuers"), ~~Inclusive~~and are guaranteed by all direct and indirect wholly owned subsidiaries of ~~related~~CCL, ~~party~~other ~~transactions~~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.

Results of Operations

The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and our 2019 Form 10-K. Amounts for three months ended March 31, 2019, and any discussion relating to those

amounts, give effect to the impact of the Historical Adjustments as described in the "Explanatory Note."

The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP which requires us to make estimates and judgments that affect the reported amounts. See "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" herein and note 3 to our 2019 Form 10-K.

	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018			PercentChange
	(Dollars in thousands)
Site rental revenues	$	507,256		$	492,158		3	%
Operating expenses:
Costs of operations(a)(b)	146,422			142,947			2	%
Management fee(b)	37,238			36,227			3	%
Asset write-down charges	375			344			*
Depreciation, amortization and accretion	157,436			157,765			—	%
Total operating expenses	341,471			337,283			1	%
Operating income (loss)	165,785			154,875			7	%
Interest expense and amortization of deferred financing costs	(29,906		)	(29,906		)	—	%
Other income (expense)	445			63
Income (loss) before income taxes	136,324			125,032
Benefit (provision) for income taxes	(307		)	(279		)
Net income (loss)	$	136,017		$	124,753

Highlights of our results of operations for the three months ended March 31, 2020 and 2019 are depicted below.

* Percentage not meaningful



	Three Months Ended March 31,
(In thousands of dollars)	2020			2019			Percent Change
				(As Restated)
Site rental revenues:
Revenues from tenant contracts	$	172,389		$	167,322		3	%
Amortization of tower installations and modifications^(a)	14,052			12,171			15	%
Total site rental revenues	186,441			179,493			4	%

Operating expenses:
Site rental cost of operations—third parties^(b)	37,827			37,282			1	%
Ground rent expenses—related parties	11,281			10,609			6	%
Site rental cost of operations—total^(b)	49,108			47,891			3	%
Management fee—related party	12,722			12,124			5	%
Asset write-down charges	424			190			*
Depreciation, amortization and accretion	52,346			51,580			1	%
Total operating expenses	114,600			111,785			3	%
Operating income (loss)	71,841			67,708			6	%
Interest expense and amortization of deferred financing costs	(9,969		)	(9,969		)	*
Other income (expense)	15			(3		)
Income (loss) before income taxes	61,887			57,736
Benefit (provision) for income taxes	(106		)	(98		)
Net income (loss)	$	61,781		$	57,638

~~(a)~~* ~~Exclusive~~Percentage ofis ~~depreciation,~~not ~~amortization and accretion shown separately and certain indirect costs included in the management fee~~meaningful.

(ba) ~~Inclusive~~Represents the amortization of ~~related~~deferred revenues recorded in connection with the tower installation and modification transactions described in note 5 to our condensed consolidated financial statements that result in permanent improvements to our towers. We receive no cash from, and are not party to, such transactions..

~~Third~~(b) ~~Quarter~~Exclusive ~~2019~~of depreciation, amortization and ~~2018~~accretion shown separately and certain indirect costs included in the management fee

~~Site~~First ~~rental~~Quarter ~~revenues~~2020 ~~for~~and ~~the three months ended September 30,~~ 2019 increased by $6.6 million, or 4%, from the same period in the prior year. 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.

~~Operating~~Site ~~income~~rental revenues for the three months ended ~~September~~March 3031, ~~2019~~2020 increased by $46.49 million, or 84%, from the same period in the prior year. ~~The~~ ~~increase~~Site inrental ~~operating~~revenues ~~income~~were ~~was~~impacted ~~primarily~~by ~~due~~the tofollowing ~~the~~items, ~~aforementioned~~inclusive ~~increase~~of instraight-line ~~site~~accounting: ~~rental~~tenant ~~revenues~~additions across our entire portfolio, ~~partially~~renewals ~~offset~~or byextensions anof ~~increase~~tenant incontracts, ~~the~~escalations ~~cost~~and non-renewals of ~~operations~~tenant ~~from~~contracts. ~~the~~Tenant ~~three~~additions ~~months~~were ~~ended~~influenced ~~September 30,~~by ~~2018~~our tenants' ongoing efforts to improve network quality and capacity.

~~Interest~~Operating ~~expense~~income ~~and amortization of deferred financing costs~~ for the three months ended ~~September~~March 3031, ~~2019~~2020 ~~remained~~increased ~~unchanged~~by $4.1 million, or 6%, from the same period in the prior year. The increase in operating income was primarily due to the aforementioned increase in site rental revenues, partially offset by an increase in the cost of operations from the three months ended March 31, 2019.

~~Net~~Interest ~~income~~expense ~~for~~and ~~the~~amortization ~~three months ended September 30, 2019 was $47.3 million, compared to net income~~ of ~~$42.8~~deferred ~~million~~financing costs for the three months ended ~~September~~March 3031, ~~2018.~~2020 ~~The~~remained ~~increase~~unchanged ~~was~~from ~~primarily due to~~ the ~~aforementioned~~same ~~increase~~period in ~~site~~the ~~rental~~prior ~~revenues~~year.

~~First~~Net ~~Nine~~income ~~Months~~for the three months ended March 31, 2020 was $61.8 million, compared to net income of $57.6 million for the three months ended March 31, 2019. ~~and~~The ~~2018~~increase was primarily due to the aforementioned increase in site rental revenues.

Site rental revenues for the nine months ended September 30, 2019 increased by $15.1 million, or 3%, from the same period in the prior year. The increase in site rental revenues was impacted by the following items, inclusive of straight-line accounting: new tenant additions across our entire portfolio, renewals or extensions of tenant leases, escalations and non-renewal of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity.

Operating income for the nine months ended September 30, 2019 increased by $10.9 million, or 7%, from the same period in the prior year. The increase in operating income was predominately due to the aforementioned increase in site rental revenues, partially offset by an increase in the cost of operations from the nine months ended September 30, 2018.

Interest expense and amortization of deferred financing costs for the nine months ended September 30, 2019 remained unchanged from the same period in the prior year.

Net income for the nine months ended September 30, 2019 was $136.0 million compared to net income of $124.8 million for the nine months ended September 30, 2018. The increase was due primarily to the aforementioned increase in site rental revenues.

Liquidity and Capital Resources

Overview

General. Our core business generates revenues under long-term tenant contracts (See "Item 2. MD&A—General Overview"), from the largest U.S. wireless carriers. Historically, our net cash provided by operating activities has exceeded our capital expenditures. For the foreseeable future, we expect 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 generated from our business in a manner ~~that we believe drives value for our member.~~

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. 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.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of ~~September~~March 3031, ~~2019~~2020:

	(In thousands)
(In thousands of dollars)	March 31, 2020
Cash and cash equivalents	$	1828,~~486~~967
Debt	995,~~085~~777
Total member's equity	2,~~343~~050,~~207~~115

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.

See note 34 to our condensed consolidated financial statements for additional information regarding our debt.

Summary Cash Flow Information

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2019			2018			Change
(In thousands of dollars)	2020			2019			Change
	(In thousands)
				(As Restated)
Net cash provided by (used for):
Operating activities	$	~~289~~133,~~983~~622		$	~~284~~123,~~368~~153		$	510,~~615~~469
Investing activities	(6416,~~403~~442		)	(5218,~~187~~678		)	~~(12~~2,~~216~~236		)
Financing activities	(~~225~~108,~~801~~620		)	(~~238~~105,~~716~~472		)	12(3,~~915~~148		)
Net increase (decrease) in cash and cash equivalents	$	~~(221~~8,560	)	$	(~~6,535~~997	)	$	69,~~314~~557

Operating Activities

The increase in net cash provided by operating activities for the first ~~nine~~three months of ~~2019~~2020 of $510.65 million, or 29%, from the first ~~nine~~three months of ~~2018~~2019, was primarily due to growth in cash revenues, including cash escalations that are subject to straight-line accounting, ~~offset~~and by a net ~~decrease~~increase 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 primarily recorded as a result of tower installation and modification services performed by CCUSA that result in permanent improvements to our towers. We receive no cash from, and are not party to, such transactions. Such capital expenditures include the following:

• Discretionary capital expenditures primarily consist of expansion ofor ~~communications~~development ~~infrastructure~~of sites (including capital expenditures related to (1) enhancing ~~communications~~sites ~~infrastructure~~ in order to add new tenants for the first time or support subsequent tenant equipment augmentations, or (2) modifying the structure of a ~~communications~~site ~~infrastructure~~ asset to accommodate additional tenants). Discretionary capital expenditures also include purchases of land interests under our towers, certain technology-related investments necessary to support and scale future ~~customer~~tenant demand for our ~~communications infrastructure~~sites, and other capital projects. The expansion or development of existing ~~communications~~sites ~~infrastructure~~ to accommodate new leasing typically ~~vary~~varies based on, among other factors: (1) the type of ~~communications infrastructure~~site, (2) the scope, volume and mix of work performed on the ~~communications infrastructure~~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.

Capital expenditures for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 were as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2019		2018		Change
(In thousands of dollars)	2020		2019		Change
	(In thousands)
			(As Restated)
Discretionary	$	5915,~~050~~311	$	4617,~~105~~607	$	12(2,~~945~~296	)
Sustaining	51,~~353~~131		61,~~082~~071		~~(729~~60		)
Total	$	6416,~~403~~442	$	5218,~~187~~678	$	12(2,~~216~~236	)

Financing Activities

The net cash flows used for financing activities ~~for~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 ~~includes~~were ~~the~~impacted ~~impact~~by ~~from~~ our continued practice of distributing excess cash to our member.

2012 Secured Notes

See our ~~2018~~2019 Form 10-K for a discussion of the 2012 Secured Notes, debt restrictions and disclosures about market risk. There are no financial maintenance covenants in the Secured Notes Indenture. We are currently not restricted in our ability to incur additional indebtedness or distribute cash to affiliates or issue dividends to our member.

Accounting and Reporting Matters

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are those 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. The critical accounting policies and estimates for ~~2019~~2020 are not intended to be a comprehensive list of our accounting policies and estimates. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with no need for management's judgment. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. Our critical accounting policies and estimates as of December 31, ~~2018~~2019 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 23 in our ~~2018~~2019 Form 10-K. See below for our updated critical accounting policies and estimates related to our lessee arrangements following the adoption of the new lease accounting guidance (commonly referred to as "ASC 842" or the "new lease standard") on January 1, 2019. See notes 2 and 8 to our condensed consolidated financial statements for further discussion and information related to the new lease standard.

Lease Accounting—Lessee

Our lessee arrangements primarily consist of ground leases for land under our towers. Ground leases for land are specific to each site and are generally for an initial term of five to 10 years and are renewable (and cancelable after a notice period) at our option. We also enter into term easements and ground leases in which we prepay the entire term. The majority of our lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options at our option. We include certain renewal option periods in the lease term when we determine that the options are reasonably certain to be exercised.

Operating lease expense is recognized on a ratable basis, regardless of whether the payment terms require us to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of our 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. We calculate the straight-line expense over the contract's estimated lease term, including any renewal option periods that we deem reasonably certain to be 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 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 the lease payments. Our ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments plus 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.

Accounting Pronouncements

Recently Adopted Accounting Pronouncements.

See note 23 to our condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted.

See note 23 to our condensed consolidated financial statements.


ITEM 4.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company conducted an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ~~the~~due ~~Company's disclosure controls and procedures were effective in alerting them in a timely manner~~ to ~~material information relating to~~ the ~~Company~~material ~~required~~weakness ~~to be included~~ in the Company's ~~periodic~~internal ~~reports~~control ~~under~~over ~~the~~financial ~~Securities Exchange Act of 1934, as amended.~~ reporting

described below, the Company's disclosure controls and procedures were not effective in alerting them in a timely manner to material information relating to the Company required to be included in the Company's periodic reports under the Securities Exchange Act of 1934, as amended.

Material Weakness in Internal Control over Financial Reporting

As previously disclosed in the Company's 2019 Form 10-K, management concluded that a material weakness existed in the Company's internal control over financial reporting, as it did not effectively design and maintain controls related to the accounting for tower installation and modification services.

Remediation of Material Weakness

Management has created a plan of remediation to strengthen its internal control over financial reporting. The remediation efforts include (1) revising its accounting policies to appropriately identify and account for lease components and the related calculation of deferred revenue, and (2) making improvements to existing processes and controls related to the determination of the accuracy of capital expenditures made for permanent improvements associated with tower installation services. Management is implementing training with respect to the new processes and evaluating the need for additional resources.

Management believes that the measures described above will remediate the identified material weakness and strengthen the Company’s internal control over financial reporting. Management has begun to take these actions to remediate the material weakness and may take additional measures to strengthen its internal control environment.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. ~~Existing information technology systems, review processes, and internal controls have been updated to align with the requirements of the new lease standard, which we adopted on January 1, 2019.~~

PART II—OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

See the disclosure in note 78 to our condensed consolidated financial statements ~~set forth in Part I~~, ~~Item 1 of this Quarterly Report on Form 10-Q,~~ which disclosure is hereby incorporated herein by reference.


ITEM 1A.	RISK FACTORS

InThe ~~Item~~following ~~1A of our 2018 Form 10-K, we have previously included the~~ risk factor ~~captioned “A substantial portion of our revenues~~ is ~~derived~~provided ~~from~~to aupdate ~~small number of tenants, and~~ the ~~loss,~~risk ~~consolidation~~factors orpreviously ~~financial~~discussed instability of any of such tenants may materially decrease revenues or reduce demand for our communications infrastructure and network services.” In light of the U.S. Department of Justice’s proposed settlement in ~~July~~"Item 2019 and the approval by the Federal Communications Commission in October 2019 regarding the merger between T-Mobile and Sprint, set forth below is certain updated information relating to that risk factor1A. ~~You~~ ~~should~~Risk ~~carefully~~Factors" ~~consider the information provided~~ in ~~this document and the risk factors contained in~~ our ~~2018~~2019 Form 10-K~~, as updated by the information contained below~~.

~~For~~The ~~the~~impact ~~nine months ended September 30, 2019, T-Mobile and Sprint represented approximately 21% and 34%, respectively,~~ of ~~the Company's consolidated site rental revenues. In addition, there is an average of approximately six years of current term remaining on all lease agreements with both T~~COVID-~~Mobile~~19 and ~~Sprint. Further,~~related ~~the~~risks ~~Company~~could ~~derived~~materially ~~approximately~~affect ~~18%~~our ~~and~~financial ~~15% of its consolidated site rental revenues from T-Mobile and Sprint~~position, ~~respectively,~~results ~~on communications infrastructure where both carriers currently reside, inclusive~~ of anoperations ~~approximately 2% impact from previously disclosed expected non-renewals from the anticipated decommissioning of portions of T-Mobile's MetroPCS~~ and ~~Sprint's~~cash ~~Clearwire networks~~flows.

The global spread of COVID-19 has created significant uncertainty and economic disruption. We have modified, and might further modify, our business practices as a result of the COVID-19 pandemic, the economic and social ramifications of the disease, and the societal and governmental responses in the communities in which we operate. See "Item 2. MD&A—General Overview—Coronavirus (COVID-19)" for further information. The extent to which the COVID-19 pandemic will affect our financial position, results of operations and cash flows is difficult to predict with certainty and depends on numerous evolving factors, including: the duration and scope of the pandemic; government, social, business and other actions that have been and will be taken in response to the pandemic; and the effect of the pandemic on short- and long-term general economic conditions. Among other things, 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 tenants, including as a result of delays or suspensions in the issuance of permits or other authorizations needed to conduct our business. The potential effects of COVID-19 could also heighten the risks disclosed in many of our risk factors that are included in "Item 1A. Risk Factors" in our 2019 Form 10-K. Due to the speed with which the situation is developing and factors beyond our knowledge or control, including the duration and severity of COVID-19, as well as third-party actions taken to contain its spread and mitigate its public health effects, at this time we cannot estimate or predict with certainty the impact of COVID-19, the Initiatives, or the measures we take in response thereto on our financial position, results of operations and cash flows, particularly over the near to medium term, but the impact could be material.


ITEM 6.	EXHIBITS

Exhibit Index

Exhibit No.		Description
(a)	3.1	Certificate of Formation, as amended, of CC Holdings GS V LLC
(a)	3.2	Second Amended and Restated Limited Liability Company Agreement of CC Holdings GS V LLC
(b)	22	List of Subsidiaries
*	31.1	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
*	31.2	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
†	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
*	101	The following financial statements from CC Holdings GS V LLC's Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 30, ~~2019~~2020, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statement of Operations, (iii) Condensed Consolidated Statement of Cash Flows, (iv) Condensed Consolidated Statement of Changes of Member's Equity, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags
*	104	The cover page from CC Holdings GS V LLC's Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 30, ~~2019~~2020, formatted in Inline XBRL


*	Filed herewith.


†	Furnished herewith.


(a)	Incorporated by reference to the exhibit previously filed by the Registrant on Form S-4 (Registration No. 333-187970) on April 17, 2013.


(b)	Incorporated by reference to the exhibit previously filed by the Registrant on Annual Report on Form 10-K for the year ended December 31, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CC HOLDINGS GS V LLC
Date:	~~November~~May 46, ~~2019~~2020	By:	/s/ Daniel K. Schlanger
			Daniel K. Schlanger
			Senior Vice President and Chief Financial Officer
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Date:	~~November~~May 46, ~~2019~~2020	By:	/s/ Robert S. Collins
			Robert S. Collins
			Vice President and Controller
			(Principal Accounting Officer)

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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. ☐

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