UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
 __________________________
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182019
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 333-187970
 __________________________
CC HOLDINGS GS V LLC
(Exact name of registrant as specified in its charter)
 __________________________ 
Delaware 20-4300339
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
1220 Augusta Drive, Suite 600, Houston Texas 77057-2261
(Address of principal executive offices) (Zip Code)
(713) 570-30001220 Augusta Drive, Suite 600, Houston, Texas77057-2261
(Address of principal executive offices) (Zip Code)

(713) 570-3000
(Registrant's telephone number, including area code)


Securities Registered Pursuant to Section 12(b) of the Act: NONE.
Securities Registered Pursuant to Section 12(g) of the Act: NONE.
 ______________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  oNox
IndicatedIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yesx No  o
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yesx    No  o
Explanatory Note: The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; however, the registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the registrant been subject to such filing requirements.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yesx    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of a "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in rule 12b-2 of the Exchange Act.    
Large accelerated filer   o    Accelerated filer  oNon-accelerated filerx  Smaller reporting company  o Emerging growth company  o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of December 31, 2018,2019, the only member of the registrant is a wholly-ownedwholly owned indirect subsidiary of Crown Castle International Corp.
Documents Incorporated by Reference: NONE.

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









CC HOLDINGS GS V LLC
TABLE OF CONTENTS

Cautionary Language Regarding Forward-Looking Statements
This Annual Report on Form 10-K for the year ended December 31, 2019 ("Form 10-K") contains forward-looking statements that are based on management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "target," and any variations of these words, and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Item 1. Business," "Item 3. Legal Proceedings," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A"), and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" herein. Such forward-looking statements include (1) expectations regarding anticipated growth in the wireless industry carriers' investments in their networks, tenant additionsand consumption of and demand for wireless data and our communications infrastructure (as defined below), including factors driving consumption and demand, (2) expectations regarding non-renewals of tenant contracts (including the impact of our tenants' decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks (collectively, "Acquired Networks")), (3) expectations regarding our communications infrastructure and the potential benefits that may be derived therefrom, (4) the strength of the U.S. market for communications infrastructure, (5) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments, including capital expenditures limitations created as a result of being a wholly-ownedwholly owned indirect subsidiary of Crown Castle International Corp. ("CCIC" or "Crown Castle") and reliance on strategic decisions made by CCIC management that enable such discretionary investments, (6) potential benefits of our discretionary investments, (7) expected benefits of future potential spectrum auctions, (8) competitive factors affecting our full year 2019 outlook and the anticipated changes in our financial results, including future revenues and operating cash flows, (8)business, (9) expectations regarding our capital structure and the credit markets, our availability and cost of capital, or our ability to service our debt and comply with debt covenants, (9)(10) expectations for sustaining capital expenditures, (10)(11) expectations related to CCIC's ability to remain qualified as a real estate investment trust ("REIT") and the advantages, benefits or impact of, or opportunities created by the inclusion of our assets and operations in CCIC's REIT, and (11)(12) expectations related to the impact of tenant consolidation or ownership changes, including the potential combinationimpact of the merger between T-Mobile and Sprint.Sprint, (13) the potential effects of the restatement of our previously issued consolidated financial statements, including the Historical Adjustments (as defined below) related thereto (14) expectations regarding our remediation efforts related to a material weakness in our internal control over financial reporting



and (15) the potential impact of novel coronavirus (COVID-19) on our business.
Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.
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 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-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company," or "us" as used in this Form 10-K refer to CC Holdings GS V LLC ("CCL") and its consolidated wholly-ownedwholly owned subsidiaries (collectively, "Company"). The Company is a wholly-ownedwholly owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of CCIC.




Explanatory Note
General
In connection with the filing of its Form 10-K, CCIC corrected certain historical errors related to the timing of revenue recognition for its tower installation services. Specifically, CCIC determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under generally accepted accounting principles in the U.S. ("GAAP"). Instead, a portion of the transaction price for CCIC's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represents a lease component for GAAP purposes and should be recognized by CCIC as site rental revenues on a ratable basis over the associated estimated lease term.
CCIC, through its wholly owned subsidiary, offers certain installation and other construction-related services to tenants on the towers owned by CCIC's subsidiaries (including to tenants on our towers). That business is separate from our operations, and we (1) are not parties to such transactions and (2) do not receive any cash associated with such transactions. However, when CCIC is engaged by, and performs an installation or other activity for, a tenant that is locating or located on our towers, and such transaction results in (1) enhancing our tower in connection with a new tenant installing equipment on the tower for the first time or as part of subsequent equipment augmentations or (2) modifying the structure of a tower to accommodate the additional tenant, we record any permanent improvement that is made on our tower site as a fixed asset. Historically, in connection with recording such permanent improvements as fixed assets on our financial statements, we would also record a corresponding amount as a capital contribution from CCIC.
We have determined that, despite us not receiving any cash, an amount equal to the lease component as a result of such installation and other construction-related services should be recorded on our consolidated financial statements as deferred revenue, and then amortized as revenues on a ratable basis over the length of the tenants’ associated estimated lease term.
Due to this determination, on March 24, 2020, our Board of Directors, after considering the recommendation of management and after discussion with our independent registered public accounting firm, PricewaterhouseCoopers LLP, concluded that the following previously issued financial statements should no longer be relied upon: (1) our audited consolidated financial statements and related disclosures for years ended December 31, 2016 through and including 2018, and (2) each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during 2018 and for the first three quarters of fiscal year 2019. As a result, we have restated our financial statements for the years ended December 31, 2018 and 2017, and quarterly unaudited financial information for the quarterly and year-to-date periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019. The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Member's equity" as of January 1, 2017.
In addition to the determination discussed above, we have also determined that errors existed related to our accounting for obligations to perform asset retirement activities pursuant to our ground lease and easement agreements. Specifically, we should not have recorded asset retirement obligations for our Sprint Sites defined below, as the associated estimated retirement would occur beyond the period for which we have a contract term to these sites.
Items Restated in This Filing
For ease of reference, this Annual Report on Form 10-K restates historical information in the following sections:
Part II, Item 6. Selected Financial Data
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8. Financial Statements and Supplementary Data
Part IV, Item 15. Exhibits, Financial Statement Schedules
Impact of Restatement
The restatement of previously issued consolidated financial statements increased our reported net income by approximately $46 million for the year ended December 31, 2018 and by approximately $41 million for the year ended December 31, 2017. The cumulative impact of the errors for all previously issued financial statements for the periods through September 30, 2019 was an increase in reported net income of approximately $256 million and a decrease in Member's equity of $223 million. We refer to the adjustments to correct the historical errors described above as the "Restatement Adjustments." In addition to the Restatement Adjustments, we have also made other adjustments to the financial statements referenced above to correct errors that were not material to our consolidated financial statements. Such immaterial adjustments are related to a revision in the presentation of certain tower installation activities from a gross basis to a net basis, including the associated removal of certain amounts historically categorized as capital expenditures. Collectively, we refer to the Restatement Adjustments and other adjustments as "Historical Adjustments."


Note 2 to our consolidated financial statements illustrates the impact of the Historical Adjustments to our consolidated financial statements for the years ended December 31, 2018 and 2017. For information on the restatement for years prior to 2017, see "Item 6. Selected Financial Data" in this Form 10-K.
The restated quarterly unaudited financial information for the quarters and year-to-date periods described above is included in note 14 to our consolidated financial statements within this Form 10-K. As such, we have not amended, and do not intend to amend, previously filed Quarterly Reports on Form 10-Q.
Internal Control Considerations
Management determined that the restatement of our previously issued financial statements as described above indicates the existence of a material weakness in our internal control over financial reporting and that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2019. Management has created a plan of remediation to address the material weakness. See Item 9A in this Form 10-K for a further discussion of the material weakness in our internal control over financial reporting and plan of remediation.

2



PART I

Item 1.     Business
Overview
We are an indirect, wholly-ownedwholly owned subsidiary of CCIC, which is one of the largest owners and operators in the United States ("U.S.") of shared communications infrastructure, including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. As of December 31, 2018,2019, CCIC and its subsidiaries collectively owned, leased or managed approximately (1) approximately 40,000 towers and (2) approximately 65,00080,000 route miles of fiber in the U.S., including Puerto Rico.
Our core business is providing access, including space or capacity, to certain communications infrastructure sites ("sites") via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "contracts""tenant contracts"). Our existing customers on our communications infrastructuresites are referred to herein as "tenants." We seek to increase our site rental revenues through tenant additions or modifications of existing tenant installations (collectively, "tenant additions"). on our sites, which we expect to result in significant incremental cash flows due to our low incremental operating costs. Our operating costs generally tend to escalate at approximately the rate of inflation and are not typically influenced by tenant additions.
Below is certain information concerning our business and organizational structure:
We own, lease and manage approximately 7,600 sites.
Approximately 62%63% and 77%78% of our sites are located in the 50 and 100 largest basic trading areas ("BTAs"), respectively.
Approximately 68% of our sites are leased or subleased or operated and managed ("Sprint Sites") pursuant to 32-year master leases (expiring in May 2037) ("Sprint Master Leases") or other agreements with subsidiaries of Sprint.
The contracts for land interests under our towers have an average total remaining life (calculated by weighting the remaining term for each contract by its percentage of approximately 27 years (including all renewal terms exercisable at our totaloption), weighted based on site rental revenues) of approximately 25 years.revenues.
Our subsidiaries (other than Crown Castle GS III Corp.) are organized specifically to own, lease and manage certain communications infrastructure, such as sites or other structures, and have no employees.
Management services, including those functions reasonably necessary to maintain, market, operate, manage, or administer the sites, are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of CCIC, under a management agreement ("Management Agreement"). The management fee under the Management Agreement is equal to 7.5% of our "Operating Revenues," as defined in the Management Agreement.
For U.S. federal income tax purposes, our assets and operations are included in CCIC's REIT.
The Tax Cuts and Jobs Act, enactedwhich was signed into law in 20182017 ("Tax Reform Act"), made substantial changes to the Internal Revenue Code of 1986, as amended ("Code"). Among the many corporate changes impacting corporations are a significant reduction in the corporate income tax rate, the repeal of the corporate alternative minimum tax for years beginning in 2018 and limitations on the deductibility onof interest expense. In addition, under the Tax Reform Act, qualified REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus CCIC's non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from CCIC. Without further legislative action, the 20% deduction applicable to qualified REIT dividends will expire on January 1, 2026. The Tax Reform Act has not had a material impact on the Company.
Certain information concerning our tenants and site rentaltenant contracts is as follows:
Our largest tenants include Sprint, AT&T, T-Mobile and Verizon Wireless, which collectively accounted for 89%90% of our 20182019 site rental revenues.
The vast majority of our site rental revenues are of a recurring nature and are subject to long-term tenant contracts with our tenants.


Our site rental revenues typically result from long-term tenant contracts with (1) initial terms of five to 15 years, (2) multiple renewal periods at the option of the tenant of five to ten years each, exercisable at the option of the tenants, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price.
Exclusive of renewals exercisable at the tenants' option, our tenant contracts have a weighted-average remaining life of approximately six years and represent $4.3$4.4 billion of expected future cash inflows.
See "Item 7. MD&A—General Overview" for a further discussion of our business fundamentals.


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

Item 1A.     Risk Factors
You should carefully consider all of the risks discusseddescribed below, as well as the other information contained in this document when evaluating our business.
Our business depends on the demand for our communications infrastructure,sites, driven primarily by demand for wireless data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure)sites).
Tenant demand for our communications infrastructuresites depends on the demand for wireless data from their tenants. Thedata. Additionally, the willingness of our tenants to utilize our communications infrastructure,sites, or renew or extend existing tenant contracts on our communications infrastructure,sites, is affected by numerous factors, including:
consumers' demand for wireless data;
availability or capacity of our communications infrastructuresites or associated land interests;
location of our communications infrastructure;sites;
financial condition of our tenants, including their profitability and availability or cost of capital;
willingness of our tenants to maintain or increase their network investment or changes in their capital allocation strategy;
availability and cost of spectrum for commercial use;
increased use of network sharing, roaming, joint development, or resale agreements by our tenants;
mergers or consolidations by and among our tenants;
changes in, or success of, our tenants' business models;
governmental regulations and initiatives, including local or state restrictions on the proliferation of communications infrastructure;
cost of constructing communications infrastructure;sites;
our market competition;
technological changes including those (1) affecting the number or type of communications infrastructure needed to provide wireless data to a given geographic area or which may otherwise serve as a substitute or alternative to our communications infrastructuresites or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; and
our ability to efficiently satisfy our tenants' service requirements.
A slowdown in demand for wireless data or our communications infrastructuresites may negatively impact our growth or otherwise have a material adverse effect on us. If our tenants or potential tenants are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or the demand for our communications infrastructure.sites.
The amount, timing and mix of our tenants' network investment is variable and can be significantly impacted by the various matters described in these risk factors. Changes in carriertenant network investment typically impact the demand for our communications infrastructure.sites. As a result, changes in carriertenant plans such as delays in the implementation of new systems, new and emerging technologies (including small cells), or plans to expand coverage or capacity may reduce demand for our communications infrastructure.sites. Furthermore, the wireless industry could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for wireless data or general economic conditions. There can be no assurances that weakness or uncertainty in the economic environment will not adversely impact the wireless industry, which may materially


and adversely affect our business, including by reducing demand for our communications infrastructure.sites. In addition, a slowdown may increase competition for site rental tenants. Such an industry slowdown or a reduction in tenant network investment may materially and adversely affect our business.


A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation, or financial instability of any of such tenants may materially decrease revenues or reduce demand for our communications infrastructure.sites.
For the year ended December 31, 2018,2019, our site rental revenues by tenant were as follows:
chart-0e6453d57b2656d78b0.jpgchart-accca122906e5e1697c.jpg
Our four largest tenants are T-Mobile, AT&T, Verizon Wireless and Sprint. The loss of any one of our largelargest tenants as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our tenants, or otherwise may result in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, communications infrastructuresite assets, or intangible assets, or (4) other adverse effects to our business. We cannot guarantee that tenant contracts with our majorlargest tenants will not be terminated or that these tenants will renew their tenant contracts with us. In addition to our four largest tenants, we also derive a portion of our revenues and anticipateanticipated future growth from new entrants offering or contemplating offering wireless services. Such tenants may be smaller or have less financial resources than our four largest tenants, may have business models thatwhich may not be successful, or may require additional capital.
Consolidation among our tenants will likely result in duplicate or overlapping parts of networks, for example, where they are co-residents on a tower, which may result in the termination, non-renewal or non-renewalre-negotiation of the tenant contracts and negatively impact revenues from our communications infrastructure.sites. Due to the long-term nature of our tenant contracts, we expect but cannot be certain, that the impact of our site rental revenues from any termination of our tenant contracts as a result of thissuch potential consolidation would be spread over multiple years. Such consolidation (or potential consolidation) may result in a reduction or slowdown in such tenants' future network investment in the aggregate because their expansion plans may be similar. Tenant consolidation could decrease the demand for our communications infrastructure,sites, which in turn may result in a reduction in our revenues or cash flows.
In recent years, AT&T, T-Mobile and Sprint acquired Leap Wireless, MetroPCS and Clearwire ("Acquired Networks"), respectively. During 2019,2020, we anticipate any increase to site rental revenues attributable to new leasing will be offset by expected non-renewals of tenant contracts, including from our tenants' continued decommissioning of the Acquired Networks. The Acquired Networks represented approximately 7%5% of our site rental revenues for the year ended December 31, 2018.2019. Depending on the eventual network deployment and decommissioning plans of AT&T, T-Mobile and Sprint, the impact and timing of such non-renewals may vary from our expectations.
InOn April 2018,1, 2020, T-Mobile and Sprint entered into a definitive agreement to merge, subject to regulatory approval and other closing conditions. This potential transaction may result in a decrease or delay in demand for our communications infrastructure, as a result ofannounced the anticipated integration of the T-Mobile and Sprint networks and related duplicate or overlapping partscompletion of their networks, which may lead to a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets.previously disclosed merger. For the year ended December 31, 2018,2019, T-Mobile and Sprint represented approximately 19%20% and 36%33%, respectively, of the Company'sour consolidated site rental revenues. Further, the Companyduring 2019, we derived approximately 16%18% and 14% of itsour consolidated site rental revenues from each of T-Mobile and Sprint, respectively on towers where both carriers currently reside, inclusive of approximately 2% impact from the aforementionedpreviously disclosed expected non-renewals from the anticipated decommissioning of portions of T-Mobile's MetroPCS and Sprint's Clearwire networks. In addition, there is an average of approximately fiveseven years and six years of current term remaining on all lease agreementstenant contracts with T-Mobile and Sprint, respectively.
The merger between T-Mobile and Sprint may result in a decrease or delay in demand for our sites as a result of the anticipated integration of the T-Mobile and Sprint networks and related duplicate or overlapping parts of their networks. Any such decrease or delay may lead to a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets. We cannot predict with certainty how the demand for our sites will be impacted by the merger.
See also "Item 1. Business" and note 1112 to our consolidated financial statements.statements for further information regarding our largest tenants.



Our ability to repay the principal under our 2012 Secured Notes on or prior to the relevant maturity date will be subject to a number of factors outside of our control.
The indenture ("Secured Notes Indenture") governing our $1.0 billion aggregate principal amount of 3.849% secured notes due 2023 ("3.849% Secured Notes") and our previously outstanding $500 million aggregate principal amount of 2.381% secured notes due 2017 ("2.381% Secured Notes") (collectively, the "2012 Secured Notes"), requires us to repay the principal under the 3.849% Secured Notes by their maturity date in April 2023. We currently expect to distribute a substantial portion of our cash flow to our member as dividends. Therefore, our ability to repay the principal under the 3.849% Secured Notes on or prior to their maturity date depends upon our ability either to refinance the indebtedness under the 3.849% Secured Notes or to sell our interests in the sites for an amount that is sufficient to repay the 3.849% Secured Notes in full with interest. Our ability to achieve either of these goals will be affected by a number of factors, including the availability of credit for wireless communications sites, the fair market value of the sites, our equity in the sites, our financial condition, the operating history of the sites, tax laws, or general economic conditions. Since the current term of the tenant contracts as of the date of this filing will have substantially expired by the date 3.849% Secured Notes mature, our ability to sell or refinance at such date will also be affected by the degree of our success in extending existing tenant contracts or obtaining new tenant contracts as those remaining terms expire. In addition, neither the trustee for the 3.849% Secured Notes nor any of its respective affiliates or any other person is obligated to provide the funds to refinance the 3.849% Secured Notes.
CCL is a holding company, and therefore its ability to repay its indebtedness is dependent on cash flow generated by its subsidiaries and their ability to make distributions to CCL.
CCL is a holding company with no operations or material assets other than the direct or indirect equity interests it holds in its subsidiaries. As a result, its ability to pay principal and interest on its indebtedness is dependent on the generation of cash flow by its subsidiaries and their ability to make such cash available to CCL by dividend, debt repayment, or otherwise. The earnings and cash flow generated by CCL's subsidiaries will depend on their financial and operating performance, which will be affected by general economic, industry, financial, competitive, operating, legislative, regulatory, or other factors beyond our control. Any payments of dividends, distributions, loans, or advances to CCL by its subsidiaries could also be subject to restrictions on dividends under applicable local law in the jurisdictions in which such subsidiaries operate.
In the event that CCL does not receive distributions from its subsidiaries, or to the extent that the earnings from, or other available assets of, such subsidiaries are insufficient, CCL may be unable to make payments on its indebtedness. Furthermore, Crown Castle GS III Corp., the co-issuer of the 3.849% Secured Notes, has no assets, conducts no operations, and has no independent ability to service the interest and principal obligations under the 3.849% Secured Notes.
As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.
Our growth is dependent on our entering into new tenant contracts (including amendments to tenant contracts upon modification of an existing tower installation), as well as renewing or renegotiating tenant contracts when existing tenant contracts terminate. Competition in our industry may make it more difficult for us to attract new tenants, maintain or increase our gross margins or maintain or increase our market share. We face competition for site rental tenants and associated rentalcontractual rates from various sources, including (1) other independent communications infrastructure owners or operators, including those that own, operate, or manage sites,towers, rooftops, broadcast towers, utility poles, fiber or small cells, or (2) new alternative deployment methods for communications infrastructure.
New technologies may reduce demand for our communications infrastructuresites or negatively impact our revenues.
Improvements in the efficiency, architecture and design of communication networks may reduce the demand for our communications infrastructure.sites. For example, new technologies that may promote network sharing, joint development, wireless backhaul, or resale agreements by our tenants, such as signal combining technologies or network functions virtualization, may reduce the need for our communications infrastructure.sites. In addition, other technologies, such as Wi-Fi,WiFi, Distributed Antenna Systems ("DAS"), femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for or alternatives to leasing on communications infrastructuresites that might otherwise be anticipated or expected had such technologies not existed. In addition, new technologies that enhance the range, efficiency and capacity of communication equipment could reduce demand for our communications infrastructure.sites. Any significant reduction in demand for our communications infrastructuresites resulting from the new technologies may negatively impact our revenues or otherwise have a material adverse effect on us.


If we fail to retain rights to our communications infrastructure,sites, including the land interests under our towers, our business may be adversely affected.
The property interests on which our towers reside, including the land interests under our towers (other than the sites sub-leased under the Sprint Master Leases) consist of leaseholdsleasehold, sub-leasehold interests, fee interests and exclusive easements, as well as permits


granted by governmental entities. A loss of these interests for any reason, including losses arising from the bankruptcies of a significant number of our lessors, from the default by a significant number of our lessors under their mortgage financings or from a legal challenge to our interest in the real property, may interfere with our ability to conduct our business or generate revenues. If a material number of the grantors of these rights elect not to renew their terms, our ability to conduct business or generate revenues could be adversely affected. Further, we may not be able to renew ground leases on commercially viable terms. Our ability to retain rights to the land interests on which our towers reside depends on our ability to purchase such land, including through fee interests and perpetual easements, or renegotiate or extend the terms of the leases relating to such land. In some cases, other subsidiaries of CCIC have acquired certain third party land interests under certain of our sites as a result of negotiated transactions, and we have entered into leases with such affiliates. Approximately 15% of our sites for the year ended December 31, 20182019 are under our control for less than 10 years. If we are unable to retain rights to the property interests on which our towers reside, our business may be adversely affected.
As of December 31, 2018,2019, approximately 68% of our sites were Sprint Sites. CCIC, through its subsidiaries (including us), has the option to purchase, in 2037, all (but not less than all) of the leased and subleased Sprint Sites (as well as other Sprint sites leased or subleased by other subsidiaries of CCIC) from Sprint for approximately $2.3 billion; CCIC has no obligation to exercise suchthe purchase option. CCIC may not have the required available capital to exercise suchthe purchase option at the time this option is exercisable. Even if CCIC does have available capital, it may choose not to exercise its purchase option for business or other reasons. In the event that CCIC does not exercise the purchase option, or is otherwise unable to acquire an interest that would allow us to continue to operate these towers after the applicable period, we will lose the cash flows derived from such towers, which may have a material adverse effect on our business. In the event that CCIC decides to exercise the purchase option, the benefits of the acquisition of the sites may not exceed the costs, which could adversely affect our business.
Failure on our subsidiaries' part to cause the performance of their obligations as landlords under tenant contracts could lead to abatement of rent or termination of tenant contracts.
The vast majority of our tenant contracts are not net contracts. Accordingly, each of our subsidiaries that acts as a landlord is responsible for ensuring the maintenance and repair of its sites and for other obligations and liabilities associated with its sites, such as the payment of real estate taxes related to the tower and ground lease rents, the maintenance of insurance or environmental compliance and remediation. The failure of such subsidiary to cause the performance of their obligations as landlords under a tenant contract could entitle the related lessee to an abatement of rent or, in some circumstances, could result in a termination of the tenant contract. Because our subsidiaries nor we have any employees, as further discussed herein, the Manager (as defined below) is responsible for carrying out the landlord's responsibilities under the tenant contracts. An unscheduled reduction or cessation of payments due under a tenant contract may result in a reduction of the amounts available to make payments on the 3.849% Secured Notes.
The restatement of our previously issued financial statements, the errors that resulted in such restatement, the material weakness that was identified in our internal control over financial reporting and the determination that our internal control over financial reporting and disclosure controls and procedures were not effective, could result in loss of investor confidence, litigation or governmental proceedings or investigations, any of which could cause the market value of our debt securities to decline or impact our ability to access the capital markets.
As discussed in the "Explanatory Note" and note 2 to our consolidated financial statements, in connection with the filing of its Form 10-K, CCIC corrected certain historical errors related to the timing of revenue recognition for its tower installation services. As a result, we have determined that, despite us not receiving any cash, an amount equal to the lease component as a result of installation and other construction-related services performed by CCIC on our behalf should be recorded on our consolidated financial statements as deferred revenue, and then amortized as revenues on a ratable basis over the length of the tenants’ associated estimated lease term. In addition to this determination, we have also determined that errors existed related to our accounting for obligations to perform asset retirement activities pursuant to our ground lease and easement agreements. Due to these determinations, we concluded that our previously issued consolidated financial statements for fiscal years ended December 31, 2017 and 2018, and each of our unaudited condensed consolidated financial statements and related disclosures for the quarterly and year-to-date periods during such years and for the first three quarters of fiscal year 2019, should be restated. As a result of these errors and restatement, we are subject to additional risks and uncertainties, including litigation and loss of investor confidence. We may become subject to litigation or governmental proceedings or investigations that could result in additional unanticipated legal costs regardless of the outcome of the litigation. Additionally, if we are not successful in any such litigation, we may be required to pay substantial damages or settlement costs.
Management has also identified a material weakness in our internal control over financial reporting, and has concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2019. For further discussion of the material weakness identified and our remediation efforts, see Item 9A, Controls and Procedures. Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes.


If we are unable to successfully remediate our existing or any future material weaknesses or other deficiencies in our internal control over financial reporting or disclosure controls and procedures, investors may lose confidence in our financial reporting and the accuracy and timing of our financial reporting and disclosures and our business, reputation, results of operations, financial condition, market value of our debt securities, and ability to access the capital markets through debt issuances could be adversely affected.
Bankruptcy proceedings involving either our subsidiaries or their lessors under the ground leases could adversely affect our ability to enforce our subsidiaries' rights under the ground leases or to remain in possession of the leased property.
Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor entity generally has the right to assume or reject the ground lease. Pursuant to Section 365(h) of the United States Bankruptcy Code ("Bankruptcy Code"), a ground lessee (i.e., a subsidiary) whose ground lease is rejected by a debtor ground lessor has the right to remain in possession of its leased premises under the rent reserved in the contract for the term of the ground lease, including any renewals, but is not entitled to enforce the obligation of the ground lessor to provide any services required under the ground lease. In the event of concurrent bankruptcy proceedings involving the ground lessor and the ground lessee, the ground lease could be terminated.
Similarly, upon the bankruptcy of one of our subsidiaries or a third-party owner of a managed site, the debtor entity would have the right to assume or reject any related site management agreement. Because the arrangements under which we derive revenue from the managed sites would not likely constitute contracts of real property for purposes of Section 365(h) of the Bankruptcy Code, the applicable subsidiary may not have the right to remain in possession of the premises or otherwise retain the benefit of the site management agreement if the site management agreement is rejected by a debtor third-party owner.
The bankruptcy of certain Sprint subsidiaries, which are sublessors to one of our subsidiaries, could result in such subsidiary's sublease interests being rejected by the bankruptcy court.
Certain of the towers leased from Sprint are located on land leased from third parties under ground leases. One of our subsidiaries, Global Signal Acquisitions II LLC ("Global Signal Acquisitions II"), subleases these sites from bankruptcy remote Sprint subsidiaries. If one of these Sprint subsidiaries should become a debtor in a bankruptcy proceeding and is permitted to reject


the underlying ground lease, Global Signal Acquisitions II could lose its interest in the applicable sites. If Global Signal Acquisitions II were to lose its interest in the applicable sites or if the applicable ground leases were to be terminated, we would lose the cash flow derived from the towers on those sites, which may have a material adverse effect on our business. We have similar bankruptcy risks with respect to sites that we operate under management agreements.
Our failure to comply with our covenants in the Sprint Master Leases, including our obligation to timely pay ground lease rent, could result in an event of default under the applicable Sprint Master Leases, which would adversely impact our business.
Subject to certain cure, arbitration, or other provisions, in the event of an uncured default under a Sprint Master Lease, Sprint may terminate the Sprint Master Lease as to the applicable sites. If we default under the Sprint Master Leases with respect to more than 20% of the Sprint Sites within any rolling five-year period, Sprint will have the right to terminate the Sprint Master Leases with respect to all Sprint Sites. If Sprint terminates Sprint Master Leases with respect to all of or a significant number of sites, we would lose all of our interests in those sites (which collectively represent approximately 68% of our sites as of December 31, 2018)2019) and our ability to make payments on the 3.849% Secured Notes would therefore be significantly impaired.
We have no employees of our own and hence are dependent on the Manager for the conduct of our operations. Any failure of the Manager to continue to perform in its role as manager of the sites could have a material adverse impact on our business. Additionally, we could be negatively impacted by other unforeseen events, such as natural disasters or public health emergencies.
Pursuant to a management agreementthe Management Agreement among CCL, certain of its direct and indirect subsidiaries and CCUSA, ("Management Agreement"), all of our sites are managed by CCUSA ("Manager"). The Manager continues to be responsible for causing maintenance to be carried out in a timely fashion, carrying out the landlord's responsibilities under the tenant contracts, and marketing the site spaces. Management errors may adversely affect the revenue generated by the sites. In addition, the Manager's performance continues to depend to a significant degree upon the continued contributions of key management, engineering, sales and marketing, tenant support, legal, or finance personnel, some of whom may be difficult to replace. The Manager does not have employment agreements with any of its employees, and no assurance can be given that the services of such personnel will continue to be available to the Manager. Furthermore, the Manager does not maintain key man life insurance policies on its executives that would adequately compensate it for any loss of services of such executives. The loss of the services of one or more of these executives could have a material adverse effect on the Manager's ability to manage our operations.
The management of the sites requires special skills and particularized knowledge. If the Management Agreement is terminated or the Manager is for any reason unable to continue to manage the sites on our behalf, there may be substantial delays in engaging a replacement manager with the requisite skills and experience to manage the sites. There can be no assurance that a qualified


replacement manager can be located or engaged in a timely fashion or on economical terms. If an insolvency proceeding were commenced with respect to the Manager, the Manager as debtor or its bankruptcy trustee might have the power to prevent us from replacing it with a new manager for the sites.
Additionally, we could be negatively impacted by other unforeseen events, such as natural disasters or public health emergencies (such as the coronavirus (COVID-19)), which could, among other things, damage or delay deployment of our communication infrastructure assets, interrupt or delay service to our tenants, or disrupt business operations of the Manager. Any such events could result in legal claims or penalties, disruption in operations, damage to our reputation, negative market perception, or costly response measures, which could adversely affect our business. See "Item 7. MD&A—General Overview—Current Events" for a further discussion of the impacts of COVID-19 on our business.
The Manager may experience conflicts of interest in the management of the sites and in the management of sites of affiliates carried out pursuant to other management agreements.
In addition to managing our operations, the Manager is currently party to, and may in the future enter into, separate management agreements with its other affiliates that own, lease, and manage towers or other wireless communications sites. These other affiliates may be engaged in the construction, acquisition, or leasing of wireless communications sites in proximity to our sites. As a result, the Manager may engage in business activities that are in competition with our business in respect of the sites, and the Manager may experience conflicts of interest in the management of our sites and such other sites. Pursuant to the Management Agreement, the Manager continues to be prohibited from soliciting lessees to transfer tenant contracts from sites owned, leased, or managed by us to sites owned, leased or managed by our affiliates. However, there can be no assurance that the persons that control us, the Manager, or those other affiliates will allocate their management efforts in such a way as to maximize the returns with respect to our sites, as opposed to maximizing the returns with respect to other sites. The expansion and development of the Manager's business through acquisitions, increased product offerings or other strategic growth opportunities may cause disruptions in our business, which may have an adverse effect on our business operations or financial results. As a result, the Manager and we may experience conflicts of interest in the management of the land sites. Pursuant to the Management Agreement, the Manager has agreed to manage the sites in the same manner as if the lessees thereunder were not affiliates.
In addition, we may, subject to certain restrictions on affiliate transactions in the Secured Notes Indenture, enter into arms-length transactions with our affiliates to acquire land under our sites. There can be no assurance that the persons that control us will allocate potential opportunities in such a way as to maximize the returns with respect to our sites, as opposed to maximizing the returns for our affiliates.


New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.
There can be no assurances that new wireless services or technologies, which may drive demand for our sites, will be introduced or deployed as rapidly or in the manner projected by the wireless or broadcast industries.carriers. In addition, demand or tenant adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons. As a result, growth opportunities or demand for our communications infrastructuresites arising from such technologies may not be realized at the times or to the extent anticipated.
If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs, or revenues.
The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us.
Public perception of possible health risks associated with cellular or other wireless data services may slow or diminish the growth of wireless companies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services. If a connection between radio frequency emissions and possible negative health effects were established, our operations, costs or revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.
If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.
A variety of federal, state, local, and foreign laws and regulations apply to our business. Failure to comply with applicable requirements may lead to civil or criminal penalties, require us to assume indemnification obligations or breach contractual provisions. We cannot guarantee that existing or future laws or regulations, including federal, state and local tax laws, will not adversely affect our business (including CCIC's REIT status), increase delays or result in additional costs. We also may incur additional costs as a result of liabilities under applicable laws and regulations, such as those governing environmental and safety matters. These factors may have a material adverse effect on us.
If radio frequency emissions from wireless handsets or equipment on our sites are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs, or revenues.
The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us.


Public perception of possible health risks associated with cellular or other wireless connectivity services may slow or diminish the growth of wireless companies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services. If a connection between radio frequency emissions and possible negative health effects were established, our operations, costs or revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.
CCIC’s failure to remain qualified to be taxed as a REIT would result in its inability to deduct dividends to stockholders when computing its taxable income, which could reduce our available cash or subject us to income taxes.
CCIC operates as a REIT for federal income tax purposes. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is distributed to its stockholders. As a REIT, CCIC may still be subject to certain federal, state, local, and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income, and state, local, or foreign income, franchise, property, and transfer taxes. We are an indirect subsidiary of CCIC and, for U.S. federal income tax purposes, our assets and operations are part of the CCIC REIT. Furthermore, as a result of the deduction for dividends paid, some or all of CCIC's net operating loss carryforwards ("NOLs") related to its REIT status may expire without utilization.
While CCIC intends to operate so that it remains qualified as a REIT, given the highly complex nature of the rules governing REITs, the importance of ongoing factual determinations, the possibility of future changes in circumstances, and the potential impact of future changes to laws and regulations impacting REITs, no assurance can be given by CCIC or us that CCIC will qualify as a REIT for any particular year.
We do not expect the Tax Reform Act to significantly affect us, although we cannot predict with certainty how such legislation will affect CCIC and us in the future. In addition, the present U.S. federal tax treatment of REITs is subject to change, possibly with retroactive effect, by legislative, judicial or administrative action at any time, and any such change might adversely affect CCIC's REIT status or benefits. We cannot predict the impact, if any, that such changes, if enacted, might have on our business. However, it is possible that such changes could adversely affect our business or inclusion of our assets and operations in CCIC's REIT.
If, in any taxable year, CCIC fails to qualify for taxation as a REIT and it is not entitled to relief under the Code, then we will be subject to federal and state income tax, including for applicable years beginning before January 1, 2018, any applicable alternative minimum tax, on our taxable income at regular corporate rates.


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


10



Item 1B.    Unresolved Staff Comments
None.

Item 2.     Properties
We own, lease and manage approximately 7,600 sites geographically dispersed throughout the U.S. Towers are vertical, metal structures generally ranging in height from 50 to 300 feet. Our tenants' equipment may be placed on towers, building rooftops and other structures. Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the structure. tower.
See the following for further information regarding our sites:
"Item 1. Business—Overview" for information regarding our site portfolio.
"Item 7. MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining contractual obligations related to our business as of December 31, 2019, including our lease obligations.
"Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.
Approximately 68% of our sites are leased or subleased or operated and managed pursuant to the Sprint Master Leases or other agreements with subsidiaries of Sprint. CCIC, through its subsidiaries (including the Company), has the option in 2037 to purchase all (but not less than all) of the Sprint Sites. CCIC has no obligation exercise the option. See note 1 to our consolidated financials statements and "Item 1A. Risk Factors" for a further discussion.
As of December 31, 2018,2019, the average number of tenants (defined as a unique license and any related amendments thereto) per site is approximately 2.72.5. Substantially all of our towerssites can accommodate additional tenancy either as currently constructed or with appropriate modifications to the structure.
See the following for further information regarding our communications infrastructure:
"Item 1. Business—Overview" for information regarding our communications infrastructure portfolio.
"Item 7. MD&A—Liquidity and Capital Resources—Contractual Cash Obligations" for a tabular presentation of the remaining contractual obligations related to our business as of December 31, 2018, including our lease obligations.
"Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.

Item 3.     Legal Proceedings
We are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings arising in the ordinary course of business involve disputes with landlords, vendors, collection matters involving bankrupt tenants, zoning or siting matters or condemnation. While the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a material adverse effect on us.

Item 4.     Mine Safety Disclosures
N/A


11





PART II

Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our equity is not publicly traded. Our only member is GSOP, a wholly-ownedwholly owned indirect subsidiary of CCIC. During 20182019 and 2017,2018, we recorded ana net equity distribution from GSOP of amounts due to our affiliates of $313.0$358.9 million and $296.5$368.0 million, respectively. See notes 56 and 67 to our consolidated financial statements.
Item 6.     Selected Financial Data
Our selected historical consolidated financial and other data set forth below have been derived from our consolidated financial statements. Financial information for the periods prior to 2019 has been restated to reflect the impact of the Historical Adjustments as discussed in the "Explanatory Note" immediately preceding Item 1 of this Annual Report on Form 10-K. The information set forth below should be read in conjunction with the "Explanatory Note,""Item 1. Business," "Item 7. MD&A" and our consolidated financial statements, including note 2 to our consolidated financial statements.
 Years Ended December 31,
(In thousands of dollars)
2019(c)
 
2018(c)
 
2017(c)
 
2016(c)
 
2015(c)
   
(As Restated)(d)
Statement of Operations Data:         
Site rental revenues:         
Revenues from tenant contracts$678,150
 $659,490
 $616,897
 $611,639
 $607,276
Amortization of tower installations and modifications(a)
52,341
 43,491
 38,435
 34,507
 29,566
Total site rental revenues730,491
 702,981
 655,332
 646,146

636,842
Operating expenses:         
Site rental costs of operations—third parties(b)
152,619
 149,748
 149,764
 151,812
 150,225
Site rental costs of operations—related parties(b)
43,281
 40,981
 36,655
 33,901
 31,859
Site rental costs of operations—total(b)
195,900
 190,729
 186,419
 185,713

182,084
Management fee—related party49,837
 48,520
 46,946
 45,433
 43,709
Asset write-down charges1,050
 593
 181
 4,851
 6,021
Depreciation, amortization and accretion207,396
 207,528
 207,764
 207,826
 205,904
Total operating expenses454,183
 447,370
 441,310
 443,823

437,718
Operating income (loss)276,308
 255,611
 214,022
 202,323

199,124
Interest expense and amortization of deferred financing costs(39,874) (39,874) (39,874) (49,515)
(53,223)
Gains (losses) on retirement of debt
 
 
 (10,273) 
Other income (expense)669
 196
 287
 (242) (244)
Income (loss) before income taxes237,103
 215,933
 174,435
 142,293

145,657
Benefit (provision) for income taxes(426) (416) 614
 668
 733
Net income (loss)$236,677
 $215,517
 $175,049
 $142,961

$146,390
(a)
Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in the "Explanatory Note" that result in permanent improvements to our towers. We receive no cash from, and are not party to, such CCIC transactions.
(b)Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.
(c)Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note 3 to our consolidated financial statements.
(d)
See "Explanatory Note" for further information regarding the restatement. See note 2 to our consolidated financial statements for the impacts of the Historical Adjustments on the years ended December 31, 2018 and 2017. For the year ended December 31, 2016, the impact of the Historical Adjustments was an increase to site rental revenues of $35 million. For the year ended December 31, 2015, the impact of the Historical Adjustments was an increase to site rental revenues of $30 million.


 Years Ended December 31,
(In thousands of dollars)
2019(b)
 
2018(b)
 
2017(b)
 
2016(b)
 
2015(b)
   
(As Restated)(c)
Other Data:         
Summary cash flow information(a):
         
Net cash provided by (used for) operating activities$451,069
 $426,841
 $394,567
 $370,211
 $382,252
Net cash provided by (used for) investing activities(86,610) (70,929) (48,312) (52,037) (84,941)
Net cash provided by (used for) financing activities(362,759) (367,976) (335,034) (319,025) (303,141)
Balance Sheet Data (at period end):         
Cash and cash equivalents$20,407
 $18,707
 $30,771
 $19,550
 $20,401
Property and equipment, net1,010,367
 1,010,451
 1,033,258
 1,081,050
 1,128,713
Total assets4,601,457
 3,614,120
 3,748,589
 3,907,225
 4,063,081
Total debt995,431
 994,047
 992,663
 991,279
 1,487,055
Total member's equity(a)
2,096,954
 2,219,198
 2,371,657
 2,531,642
 2,199,234
(a)
We receive no cash from, and are not party to, the CCIC transactions described in the "Explanatory Note." Such transactions, however, are reflected on our cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.
(b)Amounts reflect the impact of all applicable adopted accounting pronouncements during the periods presented. See note 3 to our consolidated financial statements.
(c)
See "Explanatory Note" for further information regarding the restatement. See note 2 to our consolidated financial statements for the impacts of the Historical Adjustments on the years ended December 31, 2018 and 2017. For the year ended December 31, 2016, the impact of the Historical Adjustments was an increase to site rental revenues of $35 million. For the year ended December 31, 2015, the impact of the Historical Adjustments was an increase to site rental revenues of $30 million.
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations
Throughout this Item 7 and this Form 10-K, site rental revenues include both revenue from tenant contracts and amortization of tower installations and modifications.
General Overview
Overview
We own, lease and manage approximately 7,600 sites located across the United States. See "Item 1. Business" for additional information regarding our sites and tenant contracts.
Business Fundamentals
The following are certain highlights of our business fundamentals as of and for the year ended December 31, 2018:fundamentals:
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 towerssites will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet usage and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services and (6)video communications) and (7) the availability of additional spectrum.
Tenant additions on our existing sites are achieved at a low incremental operating cost, delivering high incremental returns.
Substantially all of our towerssites can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure.structure (which may include extensions or structural reinforcement).
Organizational Structurestructure
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. See "Item 1A. Risk Factors" and notes 23 and 89 to our consolidated financial statements.
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 theour sites, are performed by CCUSA. The management fee under the Management Agreement is equal to 7.5% of our "Operating Revenues," as defined underin 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 of five to 10 years each, exercisable at the option of the tenant of five to ten years each.tenant.
The weighted-averageWeighted-average remaining term (calculated by weighting the remaining term for each contract by the related site rental revenue) of tenant contracts was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $4.3$4.4 billion of expected future cash inflows.
Majority of our revenues from large wireless carriers.carriers
Approximately 89%90% of our site rental revenues were derived from Sprint, AT&T, T-Mobile and Verizon Wireless. See "Item 1A. Risk Factors" and note 1112 to our consolidated financial statements.statements for a further discussion of our largest customers.
The average number of tenants per site was approximately 2.7.2.5.
Majority of land interests under our towers are under long-term control.control
More than 80% and more than 50% of our sites are under our control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers that reside on land interests that are owned, by us, including through fee interests and perpetual easements.
The contracts for land interest under our towers had an average remaining life (calculated by weighting the remaining term for each contract by its percentage of our total site rental revenues) of approximately 25 years.


Approximately 21%22% of our site rental costcosts of operations represents ground lease payments to our affiliates. Such affiliates acquired the rights to such land interests as a result of negotiated transactions with third parties in connection with a program established by CCIC to extend the rights to the land under its portfolio of towers.
Relatively fixed tower operating costs
Our operating costs tend to escalate at approximately the rate of inflation and are not typically influenced by tenant additions or non-renewals.
Minimal sustaining capital expenditure requirements
Sustaining capital expenditures represented approximately 1% of site rental revenues.
Fixed rate debt with no short-term maturities
Our debt consists of $1.0 billion aggregate principal amount of 3.849% Secured Notes. See note 56 to our consolidated financial statements.
Significant cash flows from operations
Net cash provided by operating activities was $372.0$451.1 million. See "Item 7. MD&A—Liquidity and Capital Resources."
Outlook HighlightsCurrent Events
As the novel coronavirus (COVID-19) continues to spread and significantly impact the United States, public and private sector policies and initiatives intended to reduce the transmission of COVID-19 ("Initiatives"), such as the imposition of travel restrictions, mandates from federal, state and local authorities to avoid large gatherings of people, quarantine or "shelter-in-place," the promotion of social distancing and the adoption of work-from-home and online learning by companies and institutions, could impact our operations.  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 customers, including as a result of delays or suspensions in the issuance of permits or other authorizations needed to conduct our business.

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 and the Initiatives 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 the impact of COVID-19 or the Initiatives on our business, financial position, results of operations or cash flows, particularly over the near to medium term, but the impact could be material.
Regulation S-X Considerations
In prior Annual Reports on Form 10-K, CCL has included (i) audited financial statements of certain of CCL’s wholly owned subsidiaries whose securities are pledged as collateral for the 3.849% Secured Notes that were required to be included therein pursuant to Rule 3-16 of Regulation S-X and (ii) certain other information in the notes to our audited consolidated financial statements with respect to CCL’s wholly owned subsidiaries that guarantee the 3.849% Secured Notes pursuant to Rule 3-10 of Regulation S-X.
In March 2020, the SEC adopted amendments to reduce and simplify the financial disclosure requirements for guarantors and issuers of guaranteed registered securities, and affiliates of such issuers whose securities are collateralized. The amendments will be effective January 4, 2021, but voluntary compliance with the amendments in advance of January 4, 2021 is permitted.

As a result of these amendments, starting with this Form 10-K, we will no longer include in our Annual Reports on Form 10-K separate financial statements of certain of CCL’s wholly owned subsidiaries whose securities are pledged as collateral for our 3.849% Secured Notes. Additionally, summary financial information of such subsidiaries that, in certain circumstances, may be required by the amendments described above, is not provided in this Form 10-K because the assets, liabilities and results of operations of the combined guarantors of the 3.849% Secured Notes and CCL affiliates whose securities are pledged as collateral to secure the 3.849% Secured Notes are not materially different than the corresponding amounts presented in CCL's consolidated financial statements. Below is a description of certain material terms of the guarantees of the 3.849% Secured Notes and the pledge of the equity interests of the Guarantors (as defined below) that secures the 3.849% Secured Notes.
The following3.849% Secured Notes were co-issued by CCL and its wholly owned finance subsidiary, Crown Castle GS III Corp. ("Co-Issuer" and, together with CCL, "Issuers"), and are guaranteed by all direct and indirect wholly owned subsidiaries of CCL, other than Co-Issuer (collectively, "Guarantors"). Subject to the provisions of the Secured Notes Indenture, a Guarantor may be released and relieved of its obligations under its guarantee under certain highlightscircumstances, including: (1) in the event of our outlookany 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 impact ouris 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 fundamentals described above.
We expect demand for tenant leasingoperations through the Guarantors. As a result, its ability to continue during 2019.
During 2019, we anticipate any increasepay principal and interest on the 3.849% Secured Notes is dependent on the cash flow generated by the Guarantors and their ability to site rental revenues attributablemake such cash available to new leasingCCL by dividend or otherwise. The Guarantors' earnings will depend on their financial and operating performance, which will be offsetaffected by expected non-renewalsgeneral economic, industry, financial, competitive, operating, legislative, regulatory and other factors beyond CCL's control. Any payments of tenant contracts, includingdividends, 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 our tenants' continued decommissioningthe Guarantors, or to the extent that the earnings from, or other available assets of, the Acquired Networks.Guarantors are insufficient, CCL may be unable to make payments on the 3.849% Secured Notes. Furthermore, the Co-Issuer has no material assets and conducts no operations. Therefore, the Co-Issuer has no independent ability to service the interest and principal obligations under the 3.849% Secured Notes.

Pursuant to the Secured Notes Indenture, and the terms of a pledge and security agreement related thereto ("Pledge Agreement" and, together with the Secured Notes Indenture, "Notes Documents"), the 3.849% Secured Notes and the related guarantees are secured by perfected, first priority (subject to certain permitted liens set forth in the Secured Notes Indenture) pledges of the equity interests of each of the Guarantors and proceeds thereof. The 3.849% Secured Notes are not secured by any other assets, including any mortgage liens on properties.
Pursuant to the terms of the Notes Documents, the trustee under the Secured Notes Indenture may pursue remedies under the Secured Notes Indenture, or pursue foreclosure proceedings on the collateral, following an event of default under the Secured Notes Indenture. However, unless a principal payment event of default or a bankruptcy event of default under the Secured Notes Indenture has occurred and is continuing or any other event has occurred that resulted in the acceleration of the 3.849% Secured Notes, the pledgors of such equity interests will receive any dividends and distributions on such pledged equity interests free and clear of the lien securing the 3.849% Secured Notes. Because the collateral consists of equity interests, its value is subject to fluctuations based on factors that include, among other things, general economic conditions and the ability to realize on the collateral as part of a going concern and in an orderly fashion to available and willing buyers and not under distressed circumstances. There is no trading market for the pledged equity interests.
Under the terms of the Notes Documents, the Issuers and the Guarantors will be entitled to the release of the collateral from the liens securing the 3.849% Secured Notes under one or more circumstances, including (1) to enable the Issuers or any subsidiary to consummate the disposition of such collateral as described under the asset sale covenant of the Secured Notes Indenture; (2) as permitted under the amendment provisions of the Secured Notes Indenture; or (3) as otherwise provided in the Pledge Agreement. Upon the release of any subsidiary from its guarantee, if any, in accordance with the terms of the Secured Notes Indenture, the lien on any collateral held by such Guarantor and the lien on any pledged equity interests issued by such Guarantor will automatically terminate. In addition, upon the occurrence of (i) payment in full of the 3.849% Secured Notes and any other payment obligations under the Notes Documents, together with accrued and unpaid interest, or (ii) a defeasance or discharge of the Secured Notes Indenture as provided in the Secured Notes Indenture, the liens on all collateral created under the Pledge Agreement will terminate.
The foregoing description of the Notes Documents is qualified in its entirety by the terms of the Secured Notes Indenture and the Pledge Agreement, which are included as Exhibit 4.1 and Exhibit 4.2, respectively, to this Form 10-K.

Consolidated Results of Operations
The following discussion of our results of operations should be read in conjunction with the "Explanatory Note" immediately preceding Item 1 of this Annual Report on Form 10-K, "Item 1. Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements, including note 2 to our consolidated financial statements. Amounts for the year ended December 31, 2018 and 2017, 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 consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP")GAAP, which requires us to make estimates and judgments that affect the reported amounts. See "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" hereinand note 23 to our consolidated financial statements.
Comparison of Consolidated Results of Operations
The following is a comparison of our 2019, 2018, 2017 and 20162017 consolidated results of operations:
Years Ended December 31, Percent ChangeYears Ended December 31, Percent Change
(In thousands of dollars)2019 2018 2017 2019 vs. 2018 2018 vs. 2017
2018 2017 2016 2018 vs. 2017 2017 vs. 2016  
(As Restated)(d)
    
(In thousands of dollars)    
Site rental revenues$659,490
 $616,897
 $611,639
 7% 1 %
Site rental revenues:         
Revenues from tenant contracts$678,150
 $659,490
 $616,897
 3% 7%
Amortization of tower installations and modifications(a)
52,341
 43,491
 38,435
 20% 13%
Total site rental revenues730,491

702,981

655,332
 4% 7%
      

 

      

 

Operating expenses:                  
Costs of operations(a)(b)
190,729
 186,419
 185,713
 2%  %
Management fee(b)
48,520
 46,946
 45,433
 3% 3 %
Costs of operations(b)(c)
195,900
 190,729
 186,419
 3% 2%
Management fee(c)
49,837
 48,520
 46,946
 3% 3%
Asset write-down charges593
 181
 4,851
 *
 *
1,050
 593
 181
 *
 *
Depreciation, amortization and accretion210,072
 210,607
 209,361
 % 1 %207,396
 207,528
 207,764
 % %
Total operating expenses449,914
 444,153
 445,358
 1%  %454,183

447,370

441,310
 2% 1%
Operating income (loss)209,576
 172,744
 166,281
 21% 4 %276,308
 255,611
 214,022
 8% 19%
Interest expense and amortization of deferred financing costs(b)
(39,874) (39,874) (49,515) % (19)%
Gain (loss) on retirement of debt
 
 (10,273) *
 *
Interest expense and amortization of deferred financing costs(c)
(39,874) (39,874) (39,874) % %
Other income (expense)196
 287
 (242) *
 *
669
 196
 287
 *
 *
Income (loss) before income taxes169,898
 133,157
 106,251
 *
 *
237,103
 215,933
 174,435
 *
 *
Benefit (provision) for income taxes(416) 614
 668
 *
 *
(426) (416) 614
 *
 *
Net income (loss)$169,482
 $133,771
 $106,919
 *
 *
$236,677
 $215,517
 $175,049
 *
 *
____________________
*Percentage is not meaningful.
(a)
Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in the "Explanatory Note" that result in permanent improvements to our towers. We receive no cash from, and are not party to, such CCIC transactions.
(b)Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.
(b)(c)Inclusive of related party transactions.
(d)
See "Explanatory Note" and note 2 to our consolidated financial statements for further information regarding the restatement.
Years Ended December 31, 2019 and 2018
Site rental revenues for 2019 increased by approximately $27.5 million, or 4%, from 2018. Site rental revenues were impacted by the following items, inclusive of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity. See also "Item 7. MD&A—General Overview."
Operating income for 2019 increased by approximately $20.7 million, or 8%, from 2018. The increase in operating income was predominately due to the aforementioned increase in site rental revenues, partially offset by an increase in costs of operations and the management fee.
Interest expense and amortization of deferred financing costs remained unchanged from 2018 to 2019.
Benefit (provision) for income taxes was a provision of $0.4 million for both 2019 and 2018. The effective tax rates for 2019 and 2018 differ from the federal statutory rate predominately due to CCIC's REIT status (including the dividends paid deduction) and our inclusion therein. See "Item 1A. —Risk Factors" and notes 3 and 9 to our consolidated financial statements.

Net income for 2019 was approximately $236.7 million, compared to net income of approximately $215.5 million for 2018. The increase in net income was predominately due to the aforementioned increase in site rental revenues.
Years Ended December 31, 2018 and 2017
Site rental revenues for 2018 increased by approximately $42.6$47.6 million, or 7%, from 2017. Site rental revenues were impacted by the following items, inclusive of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity. See also "Item 7. MD&A—General Overview."
Operating income for 2018 increased by approximately $36.8$41.6 million, or 21%19%, from 2017. The increase in operating income was predominately due to the aforementioned increase in site rental revenues, partially offset by an increase in cost of operations and the management fee.
Interest expense and amortization of deferred financing costs wereremained unchanged from 2017 to 2018.
Benefit (provision) for income taxes for 2018 was a provision of $0.4 million compared to a benefit of $0.6 million for 2017. The effective tax rates for 2018 and 2017 differ from the federal statutory rate predominately due to CCIC's REIT status (including the dividends paid deduction) and our inclusion therein. See "Item 1A. —Risk Factors" and notes 2 and 8 to our consolidated financial statements.
Net income for 2018 was approximately $169.5 million, compared to net income of approximately $133.8 million for 2017. The increase in net income was predominately due to the aforementioned increase in site rental revenues.

Years Ended December 31, 2017 and 2016
Site rental revenues for 2017 increased by approximately $5.3 million, or 1%, from 2016. Site rental revenues were impacted by the following items, inclusive of straight-line accounting: tenant additions across our entire portfolio, renewals or extensions of tenant contracts, escalations and non-renewals of tenant contracts. Tenant additions were influenced by our tenants' ongoing efforts to improve network quality and capacity. See also "Item 7. MD&A—General Overview."
Operating income for 2017 increased by $6.5 million, or 4%, from 2016. The increase in operating income was predominately due to the aforementioned increase in site rental revenues and a decrease in asset write-down charges.
During September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes and used a portion of the proceeds to repay all of our previously outstanding 2.381% Secured Notes, which resulted in a loss on retirement of debt of approximately $10.3 million.
Interest expense and amortization of deferred financing costs for 2017 decreased by $9.6 million, or 19%, from 2016. This decrease was related to the aforementioned repayment in September 2016 of the previously outstanding 2.381% Secured Notes.
Benefit (provision) for income taxes remained consistent from 2016 to 2017. The effective tax rates for 2017 and 2016 differs from the federal statutory rate predominately due to CCIC's REIT status (including the dividends paid deduction) and our inclusion therein. See "Item 1A. —Risk Factors" and notes 23 and 89 to our consolidated financial statements.
Net income for 20172018 was approximately $133.8$215.5 million, compared to net income of approximately $106.9$175.0 million for 2016.2017. The increase in net income was predominately due to the aforementioned loss on retirement of debt and related decreaseincrease in interest expense and amortization of deferred financing costs.

site rental revenues.
Liquidity and Capital Resources
Overview
General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General Overview—Overview") from the largest U.S. wireless carriers. Historically, our net cash provided by operating activities (net of cash interest payments) has exceeded our capital expenditures. For the foreseeable future, we expect to continue to generate net cash provided by operating activities (exclusive of movements in working capital) that exceeds our capital expenditures. We seek to allocate the net cash provided bygenerated from our operating activitiesbusiness in a manner that we believe drives value for our member.
From a cash management perspective, we currently distribute cash on hand above amounts required pursuant to the Management Agreement to our member. If any future event would occur that would leave us with a deficiency in our operating cash flow, while not required, CCIC may contribute cash back to us.
CCIC operates as a REIT for U.S. federal income tax purposes. We are an indirect subsidiary of CCIC and forFor U.S. federal income tax purposes, our assets and operations are included in the CCIC REIT. We expect to continue to pay minimal cash income taxes as a result of CCIC's REIT status and NOLs. "Item 1A. Risk Factors" and notes 23 and 89 to our consolidated financial statements.
Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2018:2019:
December 31, 2018
(In thousands of dollars)
(In thousands of dollars)December 31, 2019
Cash and cash equivalents$18,707
20,407
Debt994,047
$995,431
Total equity2,432,991
2,096,954
Over the next 12 months:
We expect that our net cash provided by operating activities should be sufficient to cover our expected capital expenditures.
We have no scheduled contractual debt maturities.

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

See note 56 to our consolidated financial statements for additional information regarding our debt.
Summary Cash Flows Information
Years Ended December 31,Years Ended December 31,
2018 2017 20162019
2018
2017
(In thousands of dollars)
(In thousands of dollars)  (As Restated)
Net cash provided by (used for):          
Operating activities$372,048
 $357,317
 $333,052
$451,069
 $426,841
 $394,567
Investing activities(71,150) (49,551) (53,409)(86,610) (70,929) (48,312)
Financing activities(312,962) (296,545) (280,494)(362,759) (367,976) (335,034)
Net increase (decrease) in cash and cash equivalents$(12,064) $11,221
 $(851)$1,700
 $(12,064) $11,221
Operating Activities
The increase in net cash provided by operating activities for 20182019 of $14.7$24.2 million, or 4%6%, from 20172018 was primarily due to growth in cash revenues, including cash escalations that are subject to straight-line accounting, partially offset by a net decrease in working capital.accounting. The increase in net cash provided by operating activities from 20162017 to 20172018 was primarily due to (1) growth in cash revenues, including cash escalations that are subject to straight-line accounting and (2) a net benefit from changes in working capital.accounting. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants.
Investing Activities
Capital Expenditures
Our capital expenditures are recorded as a result of certain CCIC transactions that result in permanent improvements to our towers. CCL is not a party to such transactions, and does not make cash payments in connection with such transactions. Such capital expenditures include the following:
Site improvementDiscretionary capital expenditures primarily consist of improvementsexpansion or development of sites (including capital expenditures related to (1) enhancing sites in order to add new tenants for the first time or support subsequent tenant equipment augmentations, or (2) modifying the structure of a site asset to accommodate additional tenants). Discretionary capital expenditures also include purchases of land interests (which primarily relates to land assets under towers as CCIC seeks to manage its interests in the land beneath its towers), certain technology-related investments necessary to support and scale future tenant demand for our sites, and other capital projects, The expansion or development of existing sites to accommodate tenant additions andnew leasing typically varyvaries based on, among other factors: (1) the type of site, (2) the scope, volume, and mix of work performed on the site, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards. Our decisions regarding discretionary capital expenditures are influenced by (1) sufficient potential to enhance CCIC's long-term stockholder value, (2) CCIC's availability and cost of capital and (3) CCIC's expected returns on alternative uses of cash, such as payments of dividends and investments.
Sustaining capital expenditures consist of maintenance capital expenditures on our sites that enable our tenants' ongoing quiet enjoyment of the site.
A summary of our capital expenditures for the last three years is as follows:
Years Ended December 31,Years Ended December 31,
(In thousands of dollars)2019 2018 2017
2018 2017 2016  (As Restated)
(In thousands of dollars)
Site improvements63,590
 40,051
 43,721
Discretionary(a)
79,039
 63,369
 38,812
Sustaining7,560
 9,500
 9,688
7,571
 7,560
 9,500
Total71,150

49,551

53,409
86,610

70,929

48,312
____________________
(a)Includes capital expenditures recorded as a result of certain CCIC transactions that result in permanent improvements to our towers. We are not a party to such transactions, and do not make cash payments in connection with such transactions.
Capital expenditures increased by approximately $21.6$15.7 million from 20172018 to 20182019 predominately due to a higher volume of improvements performed on existing sites.

Financing Activities
The net cash flows used for financing activities during the years ended December 31, 2018, 20172019 and 20162018 were impacted by our continued practice of distributing excess cash to our member. In addition, in September 2016, CCIC issued $700 million aggregate principal amount of September 2016 Senior Notes and used a portion of the net proceeds from the September 2016 Senior Notes offering to repay $500 million of our previously outstanding 2.381% Secured Notes. We recorded an equity contribution related to the debt repayment of our previously outstanding 2.381% Secured Notes for the year ended December 31, 2016. See notes 5 and 6note 7 to our consolidated financial statements.
Contractual Cash Obligations
The following table summarizes our contractual cash obligations as of December 31, 2018.2019. These contractual cash obligations relate primarily to our 3.849% Secured Notes and lease obligations for land interests under our towers.
Years Ending December 31,
(In thousands of dollars)Years Ending December 31,
Contractual Obligations(a)
2019 2020 2021 2022 2023 Thereafter Totals2020 2021 2022 2023 2024 Thereafter Totals
(In thousands of dollars)
Debt$
 $
 $
 $
 $1,000,000
 $
 $1,000,000
$
 $
 $
 $1,000,000
 $
 $
 $1,000,000
Interest payments on debt38,490
 38,490
 38,490
 38,490
 19,245
 
 173,205
38,490
 38,490
 38,490
 19,245
 
 
 134,715
Lease obligations(b)
142,671
 144,069
 144,390
 142,144
 140,193
 1,697,442
 2,410,909
107,579
 107,746
 107,486
 106,990
 106,000
 1,185,872
 1,721,673
Total contractual obligations$181,161
 $182,559
 $182,880
 $180,634
 $1,159,438
 $1,697,442
 $3,584,114
$146,069
 $146,236
 $145,976
 $1,126,235
 $106,000
 $1,185,872
 $2,856,388
    
(a)The following items are in addition to the obligations disclosed in the above table:
We have a legal obligation to perform certain asset retirement activities, including requirements upon contractlease and easement terminations to remove communications infrastructuresites or remediate the land upon which our communications infrastructuresite resides. The cash obligations disclosed in the above table, as of December 31, 2018,2019, are exclusive of estimated undiscounted future cash outlays for asset retirement obligations of approximately $133$82.6 million. As of December 31, 2018,2019, the net present value of these asset retirement obligations was approximately $33.4$11.4 million. See note 10 to our consolidated financial statements.
We are contractually obligated to pay or reimburse others for property taxes related to our sites.
CCIC has the option to purchase approximately 68% of our sites that are leased or subleased or operated and managed under Sprint Master Leases at the end of their contract term. CCIC has no obligation to exercise the purchase option. See note 1 to our consolidated financial statements for further discussion.statements.
We have legal obligations for open purchase order commitments obtained in the ordinary course of business that have not yet been fulfilled.
(b)Amounts relate primarily to contractlease obligations for the land interests on which our towers reside. The operating leasereside and are based on the assumption that payments included in the table above include paymentswill be made for certain renewal periods exercisable at our option that are reasonably certain to be exercised and an estimate ofexcludes our contingent payments for operating leases (such as payments based on revenues and gross margins derived from existing tenant contracts. As of December 31, 2018,sites located on the contracts for land interests underleased asset) as such arrangements are excluded from our towers had an average remaining life of approximately 25 years, weighted based on site rental revenues.operating lease liability. See note 1011 to our consolidated financial statements.statements for a further discussion of our operating lease obligations.
Debt Restrictions
The Secured Notes Indenture does not contain financial maintenance covenants but it does contain restrictive covenants, subject to certain exceptions, related to our ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests, and enter into related party transactions. With respect to the restriction regarding the issuance of debt, we may not issue debt other than (1) certain permitted refinancings of the 3.849% Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million or (3) unsecured debt or additional notes under the Secured Notes Indenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the Secured Notes Indenture) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, 2018,2019, our Debt to Adjusted Consolidated Cash Flow Ratio was 2.3 to 1, and, as a result, we are currently not restricted in our ability to incur additional indebtedness. For purposes of restrictions related to our Secured Notes Indenture, relevant debt calculations (such as our Debt to Adjusted Consolidated Cash Flow Ratio) are calculated in accordance with GAAP that was in effect as of December 2012, and, as such, exclude the impact of our lease liability recorded as a result of our new lease standard adoption on January 1, 2019. Further, we are not restricted in our ability to distribute cash to affiliates or issue dividends to our member.

Accounting and Reporting Matters
Critical Accounting Policies and Estimates
The following is a discussion of theOur critical accounting policies and estimates in effect for 2018are 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 2018 are not intended to be a comprehensive list of our accounting policies and estimates. See note 2 to our consolidated financial statements for a summary of our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictatedprescribed by GAAP, with no need for management's judgment.GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The critical accounting policies and estimates for 2019 are not intended to be a comprehensive list of our accounting policies and estimates. See note 3 to our consolidated financial statements for a summary of our significant accounting policies, including information related to our adoption of the new lease accounting guidance (commonly referred to as "ACS 842" or "new lease standard" on January 1, 2019.

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 exercisable 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 consumer price index ("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 estimated lease term, and lease liabilities represent the present value of our future lease payments. In assessing our leases and determining our lease liability at lease commencement or upon modification, we are not able to readily determine the rate implicit for our lessee arrangements and thus use CCIC's incremental borrowing rate on a collateralized basis to determine the present value of our lease payments. Our ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.
We review the carrying value of our ROU assets for impairment, similar to our other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of our ROU assets.
Revenue Recognition. Our revenue consists solely of site rental revenues, which includes both revenue from tenant contracts and amortization of tower installations and modifications. Site rental revenues are recognized on a ratable basis over the fixed, non-cancelable term of the relevant tenant contract (generallygenerally ranging from five to 15 years),years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of our tenant contracts contain (1) fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to CPI), (2) multiple renewal periods exercisable at the consumer price index).tenant's option, and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating our straight-line rental revenues, we consider all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an inflation-based index) in addition to a minimum. Since we recognize revenue on a straight-line basis, a portion of the site rental revenues in a given period represents cash collected or contractually collectible in other periods. Our assets related to straight-line site rental revenues are included in "deferred"Deferred site rental receivables." Amounts billed or received prior to being earned, are deferred and reflected in "deferred"Deferred revenues" and "above-market leases"Other long-term liabilities."
In addition to our revenue from tenant contracts, amounts under CCIC tower installation services and other liabilities.modifications agreements that represent a lease component to the Company are recognized as amortization of tower installations and modifications on a ratable basis over the length of the associated estimated lease term. We are not parties to such transactions. See " SeeExplanatory Note" and note 2 to our consolidated financial statements.statements for further information regarding the impact of the Restatement Adjustments.
See note 3 to our consolidated financial statements.
Accounting for Long-Lived Assets—Assets — Valuation. As of December 31, 2018,2019, our largest assets were our intangible assets, including goodwill and site rental contracts and tenant relationships (approximately $1.3 billion and $790$676 million in net book value, respectively, resulting predominately from the merger of Global Signal Inc. with and into a subsidiary of CCIC in 2007), followed by our $1.0 billion in net book value of property and equipment, which predominately consists of sites. Nearly all of our identifiable intangibles relate to the site rental contracts and tenant relationships intangible assets. See notes 23 and 45 to our consolidated financial statements for further information regarding the nature and composition of the site rental contracts and tenant relationships intangible assets.
For our business combinations, we allocate the purchase price to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. Any purchase price in excess of the net fair value of the assets acquired and liabilities assumed is allocated to goodwill. The fair value of the vast majority of our assets and liabilities is determined by using either:

(1)estimates of replacement costs (for tangible fixed assets such as sites), or
(2)discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and tenant relationships or operating lease right-of-use assets and above-market and below-market leases)lease liabilities acquired).
The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements, including the amount of depreciation, amortization and accretion expense. The most important estimates for measurement of tangible fixed assets are: (1) the cost to replace the asset with a new asset and (2) the economic useful life after giving effect to age, quality and condition. The most important estimates for measurement of intangible assets are (1) discount rates and (2) timing, length and amount of cash flows including estimates regarding tenant renewals and cancellations. The most important estimates for measurement of operating lease ROU assets and lease liabilities acquired are (1) present value of our future lease payments, including whether renewals or extensions should be measured, and (2) favorability or unfavorability to the current market terms.
We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our ground contracts or easements, to remove sites or remediate the land upon which certain of our sites reside. In determining the fair value of these asset retirement obligations, we must make several subjective and highly judgmental estimates such as those related to: (1) timing of cash flows, (2) future costs, (3) discount rates and (4) the probability of enforcement to remove the towers or remediate the land. See note 23 to our consolidated financial statements.
Accounting for Long-Lived Assets—Assets — Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. The substantial portion of our property and equipment represents the cost of our sites, which is depreciated with an estimated useful life equal to the shorter of (1) 20 years or (2) the term of the contractlease (including optional renewals) for the land interests under the towers.

The useful life of our intangible assets is estimated based on the period over which the intangible asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and tenant relationships intangible assets is limited by the maximum depreciable life of the communications infrastructuresite (20 years), as a result of the interdependency of the sites and site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and tenant relationships are valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contractsleases and (2) renewals of the acquired contractsleases past the contractual term including exercisable options, the site rental contracts are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.
Accounting for Long-Lived Assets—Assets — Impairment Evaluation. We review the carrying values of property and equipment, intangible assets or other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We utilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and tenant relationships:
(1)we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups,groups; and
(2)we separately pool site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.
We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing, because we view sites as portfolios and sites in a given portfolio and its related tenant contracts are not largely independent of the other sites in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of sites, (2) the interdependencies of site portfolios and (3) the manner in which sites are traded in the marketplace. The vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment are pooled into the U.S. owned communications infrastructuresite group. Secondly, and separately, we pool site rental contracts and tenant relationships by significant tenant or by tenant grouping (forfor individually insignificant tenants),tenants, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.

Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will generally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performance compared to forecasted results or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our sites or (2) our tenant relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our sites or (2) our ability to derive benefit from our existing tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant. During the periods presented,2019, there were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better than our expectations.
If the sum of the estimated future cash flows (undiscounted) from an asset, or portfolio group, significant tenant or tenant group (for individually insignificant tenants), as applicable, is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment on our communications infrastructuresites and (2) estimates regarding tenant cancellations and renewals of contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results, or the utility of the assets results in changes for our impairment test calculations, which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.
When grouping assets into pools for purposes of impairment evaluation, we also consider individual sites within a grouping for which we currently have no tenants. Approximately 3% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual tower site demographics.towers. We estimate, based on current visibility, potential tenants on approximately half of these towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual sitesasset and all other

possible avenues for recovering the carrying value hashave been exhausted, including sale of the asset, we appropriately reduce the carrying value of such assets.assets to fair value.
Accounting for Goodwill—Goodwill — Impairment Evaluation. We test goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. We then perform a qualitative assessment to determine whether it is “more"more likely than not”not" that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is “more"more likely than not”not" that the fair value of a reporting unit is less than its carrying amount, we would be required to perform the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. We have one reporting unit for goodwill impairment testing. We performed our most recent annual goodwill impairment test as of October 1, 2018,2019, which resulted in (1) the fair value of our reporting unit substantially exceeding the carrying value and (2) no impairments.
Accounting Pronouncements
Recently Adopted Accounting Pronouncements. See note 23 to our consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted. Effective January 1, 2019, we adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See note 23 to our consolidated financial statements.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Our primary exposures to market risks are related to changes in interest rates, which may adversely affect our results of operations and financial position, including as a result of refinancing our existing debt or issuing incremental debt. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt. Currently, all of our debt is fixed rate. See "Item 7. MD&A—Contractual Cash Obligations" and note 56 to our consolidated financial statements for a discussion of our debt maturity.
As of December 31, 2018,2019, we have no interest rate swaps hedging any refinancings. We typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.


22





Item 8.    Financial Statements and Supplementary Data

CC Holdings GS V LLC
Index to Consolidated Financial Statements and Financial Statement Schedules

  
 Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet as of December 31, 20182019 and 20172018
Consolidated Statement of Operations for each of the three years in the period ended December 31, 20182019
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 20182019
Consolidated Statement of Changes in Member's Equity for each of the three years in the period ended December 31, 20182019
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2019, 2018 2017 and 20162017
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 20182019 and 20172018
Financial statements of certain of CC Holdings GS V LLC's wholly-owned subsidiaries are included pursuant to Rule 3-16 of Regulation S-X in financial statement schedules in a separate section of this Annual Report on Form 10-K (beginning on page S-1 following Part IV).


23





Report of Independent Registered Public Accounting Firm


To the Board of Directors and MembersMember of
CC Holdings GS V LLC


Opinion on the Financial Statements


We have audited the accompanying consolidatedbalance sheetssheet of CC Holdings GS V LLC and its subsidiaries(the (the “Company”) as of December 31, 2019 and 2018, and 2017,and the related consolidated statements of operations, cash flows andof changes in member’smember's equity and of cash flows for each of the three years in the period ended December 31, 2018,2019, including the related notes and financial statement scheduleslisted in the accompanying index appearing under Item 15(a)(2) for each of the three years in the period ended December 31, 2019 appearing after Item 16 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182019 and 2017,2018, and the results ofitsoperations and itscash flows for each of the three years in the period ended December 31, 20182019 in conformity with accounting principles generally accepted in the United States of America.


Restatement of Previously Issued Financial Statements

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

Change in Accounting Principle

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

Basis for Opinion


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


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


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




/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 25, 2019April 9, 2020


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



24





CC HOLDINGS GS V LLC
CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
December 31,
December 31,2019 2018
2018 2017  (As Restated)
ASSETS      
Current assets:      
Cash and cash equivalents$18,707
 $30,771
$20,407
 $18,707
Receivables, net of allowance of $1,601 and $1,300, respectively4,327
 2,581
Prepaid expenses23,155
 24,300
Receivables, net of allowance of $1,631 and $1,601, respectively3,620
 4,327
Prepaid expenses(a)
29,643
 23,155
Deferred site rental receivables26,460
 24,638
12,714
 26,460
Other current assets554
 467
564
 554
Total current assets73,203
 82,757
66,948
 73,203
Deferred site rental receivables343,740
 333,164
354,075
 343,740
Property and equipment, net1,017,767
 1,041,157
1,010,367
 1,010,451
Operating lease right-of-use assets(a)
1,150,476
 
Goodwill1,338,730
 1,338,730
1,338,730
 1,338,730
Site rental contracts and tenant relationships, net789,974
 902,667
676,398
 789,974
Other intangible assets, net18,353
 19,859
Long-term prepaid rent and other assets, net39,669
 38,154
Other intangible assets, net(a)
2,558
 18,353
Long-term prepaid rent and other assets, net(a)
1,905
 39,669
Total assets$3,621,436
 $3,756,488
$4,601,457
 $3,614,120
      
LIABILITIES AND EQUITY      
Current liabilities:      
Accounts payable$1,933
 $1,801
$2,652
 $1,933
Accrued interest8,126
 8,126
8,126
 8,126
Deferred revenues12,533
 11,586
70,217
 59,766
Other accrued liabilities8,866
 8,828
Other accrued liabilities(a)
6,146
 8,866
Current portion of operating lease liabilities - third parties(a)
37,164
 
Current portion of operating lease liabilities - related parties(a)
20,417
 
Total current liabilities31,458
 30,341
144,722
 78,691
Debt994,047
 992,663
995,431
 994,047
Deferred ground lease payable112,832
 107,673
Above-market leases and other liabilities50,108
 49,340
Operating lease liabilities - third parties(a)
845,960
 
Operating lease liabilities - related parties(a)
314,920
 
Deferred ground lease payable(a)

 112,832
Other long-term liabilities(a)
203,470
 209,352
Total liabilities1,188,445
 1,180,017
2,504,503
 1,394,922
Commitments and contingencies (note 9)
 
Commitments and contingencies (note 10)

 

Member's equity:      
Member's equity2,432,991
 2,576,471
2,096,954
 2,219,198
Accumulated earnings (deficit)
 

 
Total member's equity2,432,991
 2,576,471
2,096,954
 2,219,198
Total liabilities and equity$3,621,436
 $3,756,488
$4,601,457
 $3,614,120
(a)
See "Recently Adopted Accounting Pronouncements" in note 3 to the consolidated financial statements for a discussion of the recently adopted lease standard.

See accompanying notes to consolidated financial statements.



25





CC HOLDINGS GS V LLC
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands of dollars)
Years Ended December 31,Years Ended December 31,
2018 2017 20162019 2018 2017
       (As Restated)
Site rental revenues$659,490
 $616,897
 $611,639
Site rental revenues:     
Revenues from tenant contracts678,150
 659,490
 616,897
Amortization of tower installations and modifications(a)
52,341
 43,491
 38,435
Total site rental revenues730,491

702,981

655,332
          
Operating expenses:     
    
Site rental cost of operations—third parties(a)
149,748
 149,764
 151,812
Site rental cost of operations—related parties(a)
40,981
 36,655
 33,901
Site rental cost of operations—total(a)
190,729
 186,419
 185,713
Site rental costs of operations—third parties(b)
152,619
 149,748
 149,764
Site rental costs of operations—related parties(b)
43,281
 40,981
 36,655
Site rental costs of operations—total(b)
195,900
 190,729
 186,419
Management fee—related party48,520
 46,946
 45,433
49,837
 48,520
 46,946
Asset write-down charges593
 181
 4,851
1,050
 593
 181
Depreciation, amortization and accretion210,072
 210,607
 209,361
207,396
 207,528
 207,764
Total operating expenses449,914
 444,153
 445,358
454,183
 447,370
 441,310
Operating income (loss)209,576
 172,744
 166,281
276,308
 255,611
 214,022
Interest expense and amortization of deferred financing costs(39,874) (39,874) (49,515)(39,874) (39,874) (39,874)
Gains (losses) on retirement of debt
 
 (10,273)
Other income (expense)196
 287
 (242)669
 196
 287
Income (loss) before income taxes169,898
 133,157
 106,251
237,103
 215,933
 174,435
Benefit (provision) for income taxes(416) 614
 668
(426) (416) 614
Net income (loss)$169,482
 $133,771
 $106,919
236,677
 215,517
 175,049
    
(a)
Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions
(b)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.



See accompanying notes to consolidated financial statements.



26





CC HOLDINGS GS V LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands of dollars)
Years Ended December 31,Years Ended December 31,
2018 2017 20162019 2018 2017
Cash flows from operating activities:     
  (As Restated)
Cash flows from operating activities(a):
     
Net income (loss)$169,482
 $133,771
 $106,919
$236,677
 $215,517
 $175,049
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
    
Depreciation, amortization and accretion210,072
 210,607
 209,361
207,396
 207,528
 207,764
Amortization of deferred financing costs1,384
 1,384
 2,427
1,384
 1,384
 1,384
Asset write-down charges593
 181
 4,851
1,050
 593
 181
(Gains) losses on retirement of debt
 
 10,273
Changes in assets and liabilities:     
    
Increase (decrease) in accrued interest
 
 (529)
Increase (decrease) in accounts payable(81) (1,110) 257
(3,102) (81) (1,110)
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities4,346
 1,964
 3,678
Increase (decrease) in other liabilities18,780
 15,648
 779
Decrease (increase) in receivables(1,745) 946
 458
1,887
 (1,745) 946
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent and other assets(12,003) 9,574
 (4,643)
Decrease (increase) in other assets(13,003) (12,003) 9,574
Net cash provided by (used for) operating activities372,048
 357,317
 333,052
451,069
 426,841
 394,567
Cash flows from investing activities:     
Cash flows from investing activities(a):

    
Capital expenditures(71,150) (49,551) (53,409)(86,610) (70,929) (48,312)
Net cash provided by (used for) investing activities(71,150) (49,551) (53,409)(86,610) (70,929) (48,312)
Cash flows from financing activities:     
Purchases and redemptions of debt
 
 (508,472)
Equity contribution related to debt repayment
 
 508,472
Cash flows from financing activities(a):

    
Distributions to member(312,962) (296,545) (280,494)(362,759) (367,976) (335,034)
Net cash provided by (used for) financing activities(312,962) (296,545) (280,494)(362,759) (367,976) (335,034)
Net increase (decrease) in cash and cash equivalents(12,064) 11,221
 (851)1,700
 (12,064) 11,221
Cash and cash equivalents at beginning of year30,771
 19,550
 20,401
18,707
 30,771
 19,550
Cash and cash equivalents at end of year$18,707
 $30,771
 $19,550
$20,407
 $18,707
 $30,771

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

27





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

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

See accompanying notes to consolidated financial statements.



28



CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands)






1.Basis of Presentation
The accompanying consolidated financial statements reflectinclude the consolidated financial position, results of operations and cash flowsaccounts of CC Holdings GS V LLC ("CCL") and its consolidated wholly-ownedwholly owned subsidiaries (collectively, "Company"). The Company is a wholly-ownedwholly owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC" or "Crown Castle"). CCL is a Delaware limited liability company ("LLC") that is a holding company and an issuer of the Company's debt. Intercompany accounts,All significant intercompany balances and transactions and profits have been eliminated.eliminated in consolidation. As used herein, the term "including," and any variation thereof means "including without limitations.limitation." The use of the word "or" herein is not exclusive.
The Company is organized specifically to own, lease and manage approximately 7,600 towers and other structures, such as rooftops, geographically dispersed throughout the U.S. (collectively, "towers"), and to a lesser extent, interests in land under third party and related party towers in various forms ("land interests") (collectively, "communications infrastructure" or "sites") that are geographically dispersed across the United States ("U.S"). The Company's core business is providing access, including space or capacity, to its sites via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "contracts""tenant contracts"). The Company's existing customers on its communication infrastructuresites are referred to herein as "tenants." Management services related to the Company's sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under the Management Agreement (as defined below)in note 6), as the Company has no employees.
Approximately 68% of the Company's sites are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master leaseleases or other agreements with Sprint ("Sprint Sites"). CCIC, through its subsidiaries (including the Company), has the option to purchase in 2037 all (but not less than all) of the Sprint Sites from Sprint for approximately $2.3 billion. CCIC has no obligation to exercise the purchase option.
For U.S. federal income tax purposes, CCIC operates as a real estate investment trust ("REIT"), and as its indirect subsidiary, the Company's assets and operations are included in the CCIC REIT. See notes 23 and 8.9.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure forof contingent assets and liabilities atas of the date of the financial statements, as well asand the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.Restatement of Previously Issued Consolidated Financial Statements
In connection with the filing of its Form 10-K, CCIC corrected certain historical errors related to the timing of revenue recognition for its tower installation services. Specifically, CCIC determined that its historical practice of recognizing the full transaction price as service revenues upon completion of an installation was not acceptable under GAAP. Instead, a portion of the transaction price for CCIC's tower installation services, specifically the amounts associated with permanent improvements recorded as fixed assets, represents a lease component for GAAP purposes and should be recognized by CCIC as site rental revenues on a ratable basis over the associated estimated lease term.
CCIC, through its wholly owned subsidiary, offers certain installation and other construction-related services to tenants on the towers owned by CCIC's subsidiaries (including to tenants on the Company's towers). That business is separate from the operations of the Company, and the Company (1) is not party to such transactions and (2) does not receive any cash associated with such transactions. However, when CCIC is engaged by, and performs an installation or other activity for, a tenant that is locating or located on the Company's towers, and such transaction results in (1) enhancing a tower in connection with a new tenant installing equipment on the tower for the first time or as part of subsequent equipment augmentations or (2) modifying the structure of a tower to accommodate the additional tenant,the Company records any permanent improvement that is made on its tower site as a fixed asset. Historically, in connection with recording such permanent improvements as fixed assets on its financial statements, the Company would also record a corresponding amount as a capital contribution from CCIC.
The Company has determined that, despite the Company not receiving any cash, an amount equal to the lease component as a result of such installation and other construction-related services should be recorded on the consolidated financial statements as deferred revenue, and then amortized as revenues on a ratable basis over the length of the tenants’ associated estimated lease term.
Due to this determination, the Company has restated its financial statements for the years ended December 31, 2018 and 2017, including each of the unaudited condensed consolidated financial statements for the quarterly and year-to-date periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019.

29


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

In addition to the determination discussed above, the Company has also determined that errors existed related to its accounting for obligations to perform asset retirement activities pursuant to its ground lease and easement agreements. Specifically, the Company should not have recorded asset retirement obligations for its Sprint Sites, as the associated estimated retirement would occur beyond the period for which the Company has a contract term to these sites. The correction of the errors related to the Company's accounting for obligations to perform asset retirement activities resulted in (1) decreases to "Property and equipment, net" and "Other long-term liabilities" of $4.6 million and $22.6 million, respectively, and a corresponding net increase to "Member's equity" of $18.0 million on the Company's consolidated balance sheet as of December 31, 2018, and (2) a decrease to "Depreciation, amortization, and accretion" on the Company's consolidated statement of operations of $2.4 million and $2.7 million for the years ended December 31, 2018 and 2017, respectively.
The restatement also affects periods prior to 2017, the cumulative effect of which is reflected as an adjustment to opening "Member's equity" as of January 1, 2017. The adjustments to correct the historical errors described above are referred to herein as the "Restatement Adjustments." In addition to the Restatement Adjustments, the Company has also made other adjustments to the financial statements referenced above to correct errors that were not material to its consolidated financial statements. Such immaterial adjustments are related to a revision in the presentation of certain tower installation activities from a gross basis to a net basis, including the associated removal of certain amounts historically categorized as capital expenditures. Collectively, the Company refers to the Restatement Adjustments and other adjustments as "Historical Adjustments."
The following tables summarize the effects of the Historical Adjustments on the Company’s restated consolidated balance sheet as of December 31, 2018 and its restated consolidated statement of operations, restated consolidated statement of cash flows and restated consolidated statement of changes in member's equity for the years ended December 31, 2018 and 2017. In addition to the restatement of the financial statements, certain historical information within the notes to the consolidated financial statements has been restated to reflect the correction of the Historical Adjustments.
The Restatement Adjustments in the tables below reflect the impact of (1) allocating an amount equal to the lease component as a result of such installation and other construction-related services on the consolidated financial statements as deferred revenue, and then amortizing those amounts as amortization of tower installations and modifications on a ratable basis over the length of the tenants’ associated estimated lease term and (2) correcting errors related to the Company's accounting for obligations to perform asset retirement activities.
Consolidated Balance Sheet
 December 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,017,767
 $(4,584) $(2,732) $1,010,451
Total assets3,621,436
 (4,584) (2,732) 3,614,120

       
LIABILITIES AND EQUITY       
Current liabilities:       
Deferred revenues(a)
12,533
 47,233
 
 59,766
Total current liabilities31,458
 47,233
 
 78,691
Other long-term liabilities(a)
50,108
 159,244
 
 209,352
Total liabilities1,188,445
 206,477
 
 1,394,922
Member's equity:       
Member's equity2,432,991
 (211,061) (2,732) 2,219,198
Total member's equity2,432,991
 (211,061) (2,732) 2,219,198
Total liabilities and equity$3,621,436
 $(4,584) $(2,732) $3,614,120
(a)
Reflects the recording of deferred revenues in connection with the CCIC transactions that result in permanent improvements to the Company's towers described above. The Company receives no cash from, and is not party to, such transactions.

30


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

Consolidated Statement of Operations
 Year Ended December 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$659,490
 $
 $
 $659,490
Amortization of tower installations and modifications(a)

 43,491
 
 43,491
Total site rental revenues659,490

43,491


 702,981
Operating expenses:      

Depreciation, amortization and accretion210,072
 (2,367) $(177) 207,528
Total operating expenses449,914
 (2,367) (177) 447,370
Operating income (loss)209,576

45,858

177

255,611
Income (loss) before income taxes169,898

45,858

177

215,933
Net income (loss)$169,482
 $45,858
 $177
 $215,517

 Year Ended December 31, 2017
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$616,897
 $
 $
 $616,897
Amortization of tower installations and modifications(a)

 38,435
 
 38,435
Total site rental revenues616,897
 38,435
 
 655,332
Operating expenses:       
Depreciation, amortization and accretion210,607
 (2,710) (133) 207,764
Total operating expenses444,153
 (2,710) (133) 441,310
Operating income (loss)172,744
 41,145
 133
 214,022
Income (loss) before income taxes133,157
 41,145
 133
 174,435
Net income (loss)$133,771
 $41,145
 $133
 $175,049
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions that result in permanent improvements to the Company's towers described above. The Company receives no cash from, and is not party to, such transactions
Consolidated Statement of Cash Flows
 Year Ended December 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$169,482
 $45,858
 $177
 $215,517
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion210,072
 (2,367) (177) 207,528
Increase (decrease) in other liabilities4,346
 11,302
 
 15,648
Net cash provided by (used for) operating activities372,048
 54,793
 
 426,841
Cash flows from investing activities(a):
       
Capital expenditures(71,150) 
 221
 (70,929)
Net cash provided by (used for) investing activities(71,150) 
 221
 (70,929)
Cash flows from financing activities(a):
       
Distributions to member(312,962) (54,793) (221) (367,976)
Net cash provided by (used for) financing activities(312,962) (54,793) (221) (367,976)
Net increase (decrease) in cash and cash equivalents(12,064) 
 
 (12,064)
Cash and cash equivalents at beginning of year30,771
 
 
 30,771
Cash and cash equivalents at end of year$18,707
 $
 $
 $18,707

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

31


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 Year Ended December 31, 2017
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$133,771
 $41,145
 $133
 $175,049
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion210,607
 (2,710) (133) 207,764
Increase (decrease) in other liabilities1,964
 (1,185) 
 779
Net cash provided by (used for) operating activities357,317
 37,250
 
 394,567
Cash flows from investing activities(a):
       
Capital expenditures(49,551) 
 1,239
 (48,312)
Net cash provided by (used for) investing activities(49,551) 
 1,239
 (48,312)
Cash flows from financing activities(a):
       
Distributions to member(296,545) (37,250) (1,239) (335,034)
Net cash provided by (used for) financing activities(296,545) (37,250) (1,239) (335,034)
Net increase (decrease) in cash and cash equivalents11,221
 
 
 11,221
Cash and cash equivalents at beginning of year19,550
 
 
 19,550
Cash and cash equivalents at end of year$30,771
 $
 $
 $30,771

(a)The Company receives no cash from, and is not party to, the CCIC transactions described above. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.
Consolidated Statement of Changes in Member's Equity
 December 31, 2016
 As Reported Restatement Adjustments Other Adjustments As Restated
Member's equity$2,739,245
 $(206,021) $(1,582) $2,531,642
Total member's equity$2,739,245
 $(206,021) $(1,582) $2,531,642
        
 December 31, 2017
 As Reported Restatement Adjustments Other Adjustments As Restated
Member's equity$2,576,471
 $(202,126) $(2,688) $2,371,657
Total member's equity$2,576,471
 $(202,126) $(2,688) $2,371,657
        
 December 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Member's equity$2,432,991
 $(211,061) $(2,732) $2,219,198
Total member's equity$2,432,991
 $(211,061) $(2,732) $2,219,198

3.Summary of Significant Accounting Policies
The following is a discussion of the Company's significant accounting policies in effect for the year ended December 31, 2019.
Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status or contractual provisions. Additions to the allowance for doubtful accounts are charged to “site"Site rental costcosts of operations," and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company classifies its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one of the following criteria are met, subject to certain exceptions noted below: (1) the lease transfers ownership of the leased assets to the lessee, (2) there is a bargain purchase option, (3) the lease term is equal to 75% or more of the economic life of the leased assets or (4) the present value of the minimum lease payments equals or exceeds 90% of the fair value of the leased assets.
Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraph is present relating to the leased assets. WhenEffective January 1, 2019, the Company adopted new guidance on the recognition, measurement, presentation and disclosure of leases (commonly referred to as lessee, classifies a"ASC 842" or the "new lease as a capital lease, it records an asset in an amount equal to the present value of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis as discussed under "Costs of Operations" below.standard").
Lessor. If the Company is the lessor of leased property that is part of a larger whole (including a portion of space on a tower) and for which fair value is not objectively determinable, then such lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basis as discussed under "Revenue Recognition."

32


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


Effective January 1, 2019,The new lease standard requires lessees to recognize a right-of-use ("ROU") asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remained largely unchanged from previous guidance. See "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the new lease standard.
General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company adopted newhas determined that one party does not have control of the identified asset and the contract is not considered a lease.
Lessee. The Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are specific to each site, generally contain an initial term of five to 10 years and are renewable (and cancelable after a notice period) at the Company's option. The Company also enters into term easements and ground leases in which it prepays the entire term.
The majority of the Company's lease accounting guidanceagreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.
The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met.
ROU assets associated with operating leases are included in "Operating lease right-of-use assets" on the recognition,Company's consolidated balance sheet. "Current portion of operating lease liabilities—third parties," "Current portion of operating lease liabilities—related parties," "Operating lease liabilities—third parties" and "Operating lease liabilities—related parties" on the Company's condensed consolidated balance sheet. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments.
In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.
Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line expense over the tenant contract's estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised.
Lease agreements may also contain provisions for a contingent payment based on (1) the revenues derived from the sites located on the leased asset, (2) the change in CPI or (3) the usage of the leased asset. The Company's contingent payments are considered variable lease payments and are (1) not included in the initial measurement presentationof the ROU asset or lease liability due to the uncertainty of the payment amount and disclosure(2) recorded as expense in the period such contingencies are resolved.
ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's consolidated balance sheet. If applicable, the Company measures the lease liability for finance leases using the effective interest method. The initial lease liability is increased to reflect interest on the liability and decreased to reflect payments made during the period. Interest on the lease liability is determined each period during the lease term as the amount that results in a constant periodic discount rate on the remaining balance of the liability. The Company measures ROU assets for finance leases on a ratable basis over the applicable lease term.

33


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets.
Lessor. The Company's lessor arrangements primarily include tenant contracts for dedicated space on its shared sites. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases.
Site rental revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company's tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.
In addition to the Company's revenue from tenant contracts, amounts under CCIC tower installation services and modifications agreements that represent a lease component to the Company are recognized as amortization of tower installations and modifications on a ratable basis over the length of the associated estimated lease term. See also "Recent Accounting Pronouncements Not Yet Adopted" belownote 2 to the consolidated financial statements for further discussion.information regarding the impact of the Restatement Adjustments.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easements for land, which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, the Company reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of communications infrastructuresites is generally computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions renewals orand permanent improvements to the Company's sites are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Abandonments and write-offs of property and equipment are recorded to "asset"Asset write-down charges" on the Company's consolidated statement of operations and were $1.1 million, $0.3 million $0.2 million and $4.9$0.2 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company records obligations to perform asset retirement activities, including requirements to remove communications infrastructuresites or remediate the land upon which the Company's communications infrastructuresite resides. With respect to the Sprint Sites, the Company does not have retirement obligations to the extent such retirement would occur beyond the period for which it has a contract term. Asset retirement obligations are included in "above-market leases and other"Other long-term liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation,"Depreciation, amortization and accretion" expense on the Company's consolidated statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents See note 2 to the excessconsolidated financial statements for further information regarding the impact of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a “step-one impairment test,” is a screen for potential impairment while the second step measures the amount of any impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company has one reporting unit for goodwill impairment testing. The Company performed its most recent annual goodwill impairment test as of October 1,2018, which resulted in no impairments.Restatement Adjustments.
Other Intangible Assets
Intangible assets are included in "site rental contracts and tenant relationship, net" and "other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contracts and tenant relationships or (2) below-market leases for land interests under the acquired towers classified as "other intangible assets, net." The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing contracts, (2) the expected exercise of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions or (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing contracts.
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company, which is calculated on an individual tenant basis, considering, among other things, the contractual provisions with the tenant and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible

34


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

assets. The useful life of the site rental contracts and tenant relationships intangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and tenant relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts and tenant relationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and tenant relationships intangible assets. First, the Company pools the site rental contracts and tenant relationships with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.
Above-market Leases
Above-market leases consist of the estimated fair value of above-market leases for land interests under the Company's towers. Above-market leases for land interests are amortized to costs of operations over their respective estimated remaining contract term at the acquisition date.
Deferred Financing Costs
Third-party costs incurred to obtain financing are deferred and are included as a direct deduction from the carrying amount of the related debt liability in "debt" on the Company's consolidated balance sheet.
Revenue Recognition
Site rental revenues from the Company's contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant contract, which generally ranges from five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the contract. The Company's contracts contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")). If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. The Company's assets related to straight-line site rental revenues are included in "deferred site rental receivables."  Amounts billed or received prior to being earned are deferred and reflected in "deferred revenues" on the Company's consolidated balance sheet.
Costs of Operations
In excess of three-fourths of the Company's site rental cost of operations consists of ground lease expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes or insurance.
Generally, the ground lease agreements are specific to each site, are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easements and ground leases in which it prepays the entire term in advance. Ground lease expense is recognized on a ratable basis, regardless of whether the contract payment terms require the Company to make payments annually, quarterly, monthly or for the entire term in advance. The Company's ground leases contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period that equals or exceeds the remaining depreciable life of the communications infrastructure asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing ground lease renewal options, the Company has straight-lined the ground lease expense over a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company's policy is to record ground lease agreements with affiliates under the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate.

CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The Company's current liability related to straight-line ground lease expense is included in "other accrued liabilities" on the Company's consolidated balance sheet and was $2.3 million and $1.9 million as of December 31, 2018 and 2017, respectively. The Company's non-current liability related to straight-line ground lease expense is included in "deferred ground lease payable" on the Company's consolidated balance sheet. The Company's assets related to prepaid ground leases is included in "prepaid expenses" and "long-term prepaid rent and other assets, net" on the Company's consolidated balance sheet. The Company's current liability related to accrued property taxes is included in "other accrued liabilities" on the Company's consolidated balance sheet and was $5.5 million and $5.7 million as of December 31, 2018 and 2017, respectively.
Management Fee
The Company is charged a management fee by CCUSA, a wholly-owned indirect subsidiary of CCIC, relating to management services, which include those functions reasonably necessary to maintain, market, operate, manage and administer the sites. The management fee is equal to 7.5% of the Company's revenues, excluding the revenues related to the accounting for leases with fixed escalators as required by the applicable accounting standards. See note 6.
Income Taxes
CCIC operates as a REIT for U.S. federal income tax purposes. The Company is an indirect subsidiary of CCIC and for U.S. federal income taxes purposes the Company's assets and operations are part of the CCIC REIT. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is currently distributed to its stockholders. CCIC also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the CCIC's taxable REIT subsidiaries, (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, CCIC could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended to maintain qualification for taxation as a REIT.
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 - quoted prices (unadjusted) in active and accessible markets, (2) Level 2 - observable prices that are based on inputs not quoted in active markets but corroborated by market data and (3) Level 3 - unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period.
The fair value of cash and cash equivalents approximates the carrying value. The Company determines fair value of its debt securities based on indicative quotes (that is non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if applicable. There were no changes since December 31, 2017 in the Company's valuation techniques used to measure fair values. See note 7.
Reporting Segments
The Company has one operating segment.
Recently Adopted Accounting Pronouncements
In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted the guidance on January 1, 2018, and the adoption of this guidance did not have a material impact on its consolidated financial statements.
In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers not otherwise addressed by specific guidance (commonly referred to as "ASC 606" or "the revenue recognition standard"). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.  This guidance

CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

was effective for the Company on January 1, 2018. The Company's site rental revenues are within the scope of lease accounting and were not impacted by this guidance.
Recent Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance.
This guidance was effective for, and adopted by, the Company as of January 1, 2019, and is required to be adopted using a modified retrospective approach, which after certain additional updates in July 2018, allows the Company to apply the new guidance either (1) as of the beginning of the earliest period presented, or (2) as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods.
The Company adopted the new guidance 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 guidance did not result in a cumulative-effect adjustment being recognized to the opening balance of retained earnings. The Company elected the package of practical expedients upon adoption and thus will not reassess the classification or lease term of leases existing prior to January 1, 2019.
When its first quarter 2019 results are reported, the Company expects that (1) its lessor and lessee arrangements will continue to be classified as operating leases under the new guidance; (2) this guidance will result in a lease liability ranging between $500 million to $1.5 billion (which primarily consist of ground leases under the Company's towers) and a corresponding right-of-use asset; and (3) there will not be a material impact to its consolidated statement of operations and consolidated statement of cash flows. CCIC is in the process of updating certain of its existing information technology systems to integrate the new lease guidance requirements.

3.Property and Equipment
The major classes of property and equipment are as follows:
 Estimated Useful Lives December 31,
  2018 2017
Land(a)

 $72,665
 $73,214
Towers1-20 years
 1,933,497
 1,872,975
Construction in progress
 23,505
 14,514
Total gross property and equipment  2,029,667
 1,960,703
Less accumulated depreciation  (1,011,900) (919,546)
Total property and equipment, net  $1,017,767
 $1,041,157
(a)
Includes land owned in fee and perpetual easements.
Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $93.8 million, $94.3 million and $93.5 million, respectively. As discussed in notes 1 and 2, the Company has certain prepaid capital leases and associated leasehold improvements, which have related gross property and equipment and accumulated depreciation of $1.0 billion and $604.5 million, respectively, as of December 31, 2018.


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

4.Intangible Assets and Above-market Leases
The following is a summary of the Company's intangible assets.
 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Site rental contracts and tenant relationships$2,102,864
 $(1,312,890) $789,974
 $2,102,005
 $(1,199,338) $902,667
Other intangible assets51,102
 (32,749) 18,353
 50,999
 (31,140) 19,859
Total$2,153,966
 $(1,345,639) $808,327
 $2,153,004
 $(1,230,478) $922,526
Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations:
 For Years Ended December 31,
 2018 2017 2016
Depreciation, amortization and accretion$113,655
 $113,635
 $113,621
Site rental costs of operations1,514
 1,591
 1,677
Total amortization expense$115,169
 $115,226
 $115,298
The estimated annual amortization expense related to intangible assets (inclusive of those recorded as an increase to "site rental cost of operations") for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$115,150
 $115,120
 $115,027
 $114,973
 $114,971
See note 2 for a further discussion of above-market leases for land interests under the Company's towers recorded in connection with acquisitions. For the years ended December 31, 2018, 2017 and 2016, the Company recorded $1.7 million, $1.7 million and $1.8 million, respectively, as a decrease to "site rental cost of operations." The following is a summary of the Company's above-market leases.
 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Above-market leases$41,185
 $(24,720) $16,465
 $41,538
 $(23,263) $18,275
The estimated annual amortization expense related to above-market leases for land interests under the Company's towers for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$1,617
 $1,587
 $1,467
 $1,388
 $1,377

5.Debt
2012 Secured Notes
On December 24, 2012, CCL and Crown Castle GS III Corp. ("Co-Issuer" and, together with CCL, "Issuers") issued (1) $500.0 million aggregate principal amount of 2.381% senior secured notes due December 2017 ("2.381% Secured Notes") and (2) $1.0 billion aggregate principal amount of 3.849% senior secured notes due April 2023 ("3.849% Secured Notes" and together with the 2.381% Secured Notes, "2012 Secured Notes"). The 2012 Secured Notes were issued pursuant to an indenture dated as of December 24, 2012 ("Indenture"), by and among the Issuers, the Guarantors (as defined below) and The Bank of New York

CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

Mellon Trust Company, N.A., as trustee ("Trustee"). The Issuers and the Guarantors are indirect wholly-owned subsidiaries of CCIC. The Company used the net proceeds from the issuance of the 2012 Secured Notes to (1) repurchase and redeem a portion of the previously outstanding 7.75% senior secured notes due 2017 ("7.75% Secured Notes") and (2) distribute cash to CCIC to fund the repurchase and redemption of a portion of CCIC's senior notes.
The outstanding balance of the 2012 Secured Notes as of December 31, 2018 and December 31, 2017 was $994.0 million and $993.0 million, respectively. See below for discussion related to the repayment of the previously outstanding 2.381% Secured Notes. The stated interest rate of the 2012 Secured Notes as of December 31, 2018 was 3.849% per annum.
The 3.849% Secured Notes are payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2013. CCL, at its option, may redeem the 3.849% Secured Notes in whole or in part at any time by paying 100% of the principal amount of such 3.849% Secured Notes, together with accrued and unpaid interest, if any, plus a "make-whole" premium (as defined in the Indenture).
The 3.849% Secured Notes are guaranteed by the direct and indirect wholly-owned subsidiaries of CCL, other than the Co-Issuer (collectively, "Guarantors"). The 3.849% Secured Notes will be paid solely from the cash flows generated from operation of the towers held directly or indirectly by CCL and the Guarantors.
Concurrently with the issuance of the 2012 Secured Notes, CCL and certain of its subsidiaries entered into a pledge and security agreement with the Trustee. Pursuant to the terms of such pledge and security agreement, the 3.849% Secured Notes are secured on a first-priority basis by a pledge of the equity interests of the Guarantors.
The Indenture limits, among other things, the ability of CCL and its subsidiaries to incur indebtedness, incur liens, enter into certain mergers or certain change of control transactions and enter into related party transactions, in each case subject to a number of exceptions and qualifications set forth in the Indenture.
Management Agreement. On December 24, 2012, CCL and the Guarantors entered into a management agreement ("Management Agreement") with CCUSA, an indirect wholly-owned subsidiary of CCIC ("Manager"). The Management Agreement replaced the previous management agreement that existed among the parties. Pursuant to the Management Agreement, the Manager will continue to perform, on behalf of CCL and the Guarantors, those functions reasonably necessary to maintain, market, operate, manage and administer their respective sites. The Management Agreement requires that the Company maintain cash sufficient to operate the business, including sufficient cash to pay expenses for the following month (including any interest payment due during the next month pursuant to the Indenture).
Debt Restrictions. The Indenture does not contain financial maintenance covenants but it does contain restrictive negative covenants, subject to certain exceptions, related to the Company's ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests and enter into related party transactions. With respect to the restriction regarding the issuance of debt, the Company may not issue debt other than (1) certain permitted refinancings of the 3.849% Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million or (3) unsecured debt or additional notes under the Indenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the Indenture) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, 2018, the Company's Debt to Adjusted Consolidated Cash Flow Ratio is 2.3 to 1, and, as a result, the Company is not restricted in its ability to incur additional indebtedness. Further, the Company is not restricted in its ability to distribute cash to affiliates or issue dividends to its member.
Contractual Maturities
The following are the scheduled contractual maturities of total debt outstanding at December 31, 2018.
 Years Ending December 31,    
 2019 2020 2021 2022 2023 Thereafter Total Cash Obligations Unamortized Deferred Financing Costs Total Debt Outstanding
Scheduled contractual maturities$
 $
 $
 $
 $1,000,000
 $
 $1,000,000
 $(5,953) $994,047

CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

Previously Outstanding Debt
In September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes ("September 2016 Senior Notes"). CCIC used a portion of the net proceeds from the September 2016 Senior Notes offering to repay in full the previously outstanding 2.381% Secured Notes. The Company recorded an equity contribution related to the repayment of the previously outstanding 2.381% Secured Notes for the year ended December 31, 2016.As a result of the repayment of the previously outstanding 2.381% Secured Notes, the Company recorded a loss on retirement of debt of $10.3 million for the year ended December 31, 2016, which was inclusive of $1.8 million related to the write off of deferred financing costs.
Interest Expense and Amortization of Deferred Financing Costs
The components of "interest expense and amortization of deferred financing costs" are as follows:
 Years Ended December 31,
 2018 2017 2016
Interest expense on debt obligations$38,490
 $38,490
 $47,088
Amortization of deferred financing costs1,384
 1,384
 2,427
Total$39,874
 $39,874
 $49,515

6.Related Party Transactions

As discussed in note 5, the Company and the Guarantors entered into a Management Agreement with CCUSA, which replaced a previous management agreement among the same parties. Pursuant to the Management Agreement, CCUSA has agreed to employ, supervise and pay at all times a sufficient number of capable employees as may be necessary to perform services in accordance with the operation standards defined in the Management Agreement. CCUSA currently acts as the Manager of the majority of the sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company's "Operating Revenues," as defined in the Management Agreement, which is based on the Company’s reported revenues adjusted to exclude certain items including revenues related to the accounting for leases with fixed escalators. The fee is compensation for those functions reasonably necessary to maintain, market, operate, manage and administer the sites, other than the operating expenses, which includes but is not limited to real estate and personal property taxes, ground lease and easement payments, and insurance premiums. In addition, in connection with its role as Manager, CCUSA may make certain modifications to the Company's towers. The management fee charged by CCUSA for the years ended December 31, 2018, 2017 and 2016 totaled $48.5 million, $46.9 million and $45.4 million, respectively.
In addition, CCUSA may perform 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.
As part of the CCIC strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land interests under the Company's towers. These affiliates then lease the land to the Company. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate. As of December 31, 2018, approximately 30% of the Company's towers were located on land which was controlled by an affiliate. Rent expense to affiliates totaled $41.0 million, $36.7 million and $33.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. Also, the Company receives site rental revenue from affiliates for land owned by the Company on which affiliates have towers and pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers. For the years ended December 31, 2018, 2017 and 2016, rent revenue from affiliates totaled $1.0 million, $1.0 million and $1.0 million, respectively.
For the years ended December 31, 2018 and 2017, the Company recorded an equity distribution of $313.0 million and $296.5 million, respectively, reflecting distributions to its member. For the year ended December 31 2016, the Company recorded a net equity contribution of $228.0 million, which was inclusive of (1) an equity contribution from CCIC of $508.5 million related to the repayment of the previously outstanding 2.381% Secured Notes (see note 5) and (2) an equity distribution of $280.5 million, 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 December 31, 2018 and 2017, the Company had no material related party assets or liabilities on its consolidated balance sheet.


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

7.Fair Values
The fair value of cash and cash equivalents approximates the carrying value. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if applicable. The estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets and liabilities, are as follows:
 Level in Fair Value Hierarchy December 31, 2018 December 31, 2017
  
Carrying
 Amount
 
Fair
Value
 
Carrying
 Amount
 
Fair
Value
Assets:         
Cash and cash equivalents1 $18,707
 $18,707
 $30,771
 $30,771
Liabilities:         
Debt2 994,047
 990,600
 992,663
 1,032,530

8.Income Taxes
For the year ended December 31, 2018, the Company had a provision for income taxes of $0.4 million, which consisted of state taxes. For the years ended December 31, 2017 and 2016, the Company had benefits for income taxes of $0.6 million and $0.7 million, respectively, which consisted of the reduction of unrecognized tax benefits as a result of the lapse of the statute of limitations partially offset by state taxes. The Company's effective tax rate for the years ended December 31, 2018, 2017 and 2016differed from the federal statutory rate predominately due to CCIC's REIT status, including the dividends paid deduction (see notes 1 and 2) and the aforementioned impacts described above.
As of December 31, 2018, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.
From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. At this time, CCIC is not subject to an Internal Revenue Service examination.

9.Commitments and Contingencies
The Company is involved in various claims, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's consolidated financial position or results of operations. See note 10 for a discussion of the operating lease commitments.In addition, see note 1 for a discussion of the CCIC's option to purchase approximately 68% of the Company's towers at the end of their respective contract terms. CCIC has no obligation to exercise the purchase option.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract or easement termination to remove communications infrastructure or remediate the land upon which communications infrastructure resides. Accretion expense related to liabilities for retirement obligations amounted to $2.6 million, $2.6 million and $2.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018 and 2017, liabilities for retirement obligations amounted to $33.4 million and $30.9 million, respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2018, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $133.0 million. See note 2.


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

10.Operating Leases
Tenant Leases
The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2018. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2018, the weighted-average remaining term (calculated by weighting the remaining term for each lease by the related site rental revenue) of tenant leases is approximately six years, exclusive of renewals at the tenant's option. 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.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Tenant leases$642,156
 $639,136
 $633,544
 $607,653
 $430,162
 $1,343,859
 $4,296,510
Operating Leases
The following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effect as of December 31, 2018. The Company is obligated under non-cancelable operating leases for land interests under approximately 90% of its towers. The majority of these lease agreements have (1) certain termination rights that provide for cancellation after a notice period, (2) multiple renewal options at the Company's option and (3) annual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the tower located on the leased land interest. More than 80% and more than 50% of the Company's sites are under the Company's control for greater than ten and 20 years, respectively, including renewals at the Company's option. The operating lease payments included in the table below include payments for certain renewal periods at the Company's option that are reasonably assured to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases. See also note 6.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Operating leases$142,671
 $144,069
 $144,390
 $142,144
 $140,193
 $1,697,442
 $2,410,909
Rental expense from operating leases was $152.1 million, $148.6 million and $144.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the tower located on the leased land of $30.7 million, $29.6 million and $29.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See note 2 for further discussion.

11.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. See note 2.
The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with Sprint, AT&T, T-Mobile and Verizon Wireless that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant contracts with contractually determinable payment terms and proactive management of past due balances.

CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

Major Tenants
The following table summarizes the percentage of the Company's revenues for those tenants accounting for more than 10% of the Company's revenues.
 Years Ended December 31,
 2018 2017 2016
Sprint36% 37% 38%
AT&T 
20% 19% 20%
T-Mobile 
19% 19% 18%
Verizon Wireless14% 13% 13%
Total89% 88% 89%

12.Supplemental Cash Flow Information
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2018, 2017 and 2016.
 For Years Ended December 31,
 2018 2017 2016
Supplemental disclosure of cash flow information:     
Interest paid$38,490
 $38,490
 $47,617

13.Guarantor Subsidiaries
CCL has no independent assets or operations. The 3.849% Secured Notes are guaranteed by all subsidiaries of CCL, each of which is a wholly-owned subsidiary of CCL, other than Crown Castle GS III Corp., which is a co-issuer of the 2012 Secured Notes and a wholly-owned finance subsidiary. Such guarantees are full and unconditional and joint and several. Subject to the provisions of the Indenture, a guarantor may be released and relieved of its obligations under its guarantee under certain circumstances including: (1) 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 Indenture or (4) upon the discharge of the Indenture in accordance with its terms.

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

Item 9A.    Controls and Procedures
(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2018, the Company's management conducted an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon their evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures, as of December 31, 2018, were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of the Company's CEO and CFO, management assessed the effectiveness of the Company's internal control over financial reporting based on the framework described in "Internal Control – Integrated Framework (2013)," issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2018. Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2018 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in the annual report.
(c) Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
(d) Limitations on the Effectiveness of Controls
Because of its inherent limitations, the Company's internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.


Item 9B.    Other Information
None.

PART III

Item 14.    Principal Accounting Fees and Services
As an indirect wholly-owned subsidiary of CCIC, our principal accounting fees and services are subject to Crown Castle's Audit Committee pre-approval procedures described in its Proxy Statement. This Proxy Statement can be located at CCIC's website (www.crowncastle.com), under Investors, Proxy Statement. Other than these procedures, the information contained at that website is not incorporated by reference in this filing. During 2018, all services provided by the external auditor were pre-approved by CCIC's Audit Committee in accordance with such policies.
Fees for professional services provided by our auditors include the following:
 2018 2017
Audit fees(a)
$258,000
 $249,000
Audit-related fees
 
Tax fees
 
All other fees
 
Total$258,000
 $249,000
(a)Audit fees principally includes audit and review of financial statements and subsidiary audits, and consents.

PART IV

Item 15.    Exhibits, Financial Statement Schedules
(a)(1) Financial Statements:
The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page 18.
(a)(2) Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts.
Schedule III—Schedule of Real Estate and Accumulated Depreciation.
All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Annual Report on Form 10-K.
Financial statements of certain of CC Holdings GS V LLC's wholly-owned subsidiaries are included pursuant to Rule 3-16 of Regulation S-X in financial statement schedules in a separate section of this Form 10-K (beginning on page S-1 following Part IV).


(a)(3) Exhibits:
Exhibit Index

    Incorporated by Reference
Exhibit
Number
 Exhibit Description Form File Number Date of Filing Exhibit Number
3.1  S-4 333-187970 April 17, 2013 3.1
3.2 

 S-4 333-187970 April 17, 2013 3.2
4.1  8-K 001-16441 December 28, 2012 4.1
4.2  S-4 333-187970 April 17, 2013 4.2
10.1  8-K 001-32168 February 17, 2005 10.1
10.2 

 8-K 
001-32168

 May 27, 2005 10.1
10.3 

 8-K 
001-32168

 May 27, 2005 10.2
10.4 

 8-K 
001-32168

 May 27, 2005 10.3
10.5 

 8-K 
001-32168

 May 27, 2005 10.4
10.6 

 8-K 
001-32168

 May 27, 2005 10.5
10.7 

 8-K 
001-32168

 May 27, 2005 10.6
10.8 

 S-4 333-187970 April 17, 2013 10.8
10.9  8-K 
001-16441

 December 28, 2012 10.2


Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile NumberDate of FilingExhibit Number
24*Power of Attorney (included on signature page of this annual report)
31.1*
31.2*
32.1**
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*    Filed herewith.
**    Furnished herewith.

Item 16.    Form 10-K Summary
N/A



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 25th day of February, 2019.

CC HOLDINGS GS V LLC
By:
/s/ DANIEL K. SCHLANGER

Daniel K. Schlanger
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ ROBERT S. COLLINS
Robert S. Collins
Vice President and Controller
(Principal Accounting Officer)

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay A. Brown and Kenneth J. Simon and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to the Annual Report on Form 10-K, including any and all amendments and supplements thereto, for the year ended December 31, 2018 and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on this 25th day of February, 2019.

NameTitle
/s/    JAY A. BROWN
President, Chief Executive Officer and Director
Jay A. Brown(Principal Executive Officer)
/s/    DANIEL K. SCHLANGER
Senior Vice President, Chief Financial Officer and Director
Daniel K. Schlanger(Principal Financial Officer)
/s/    KENNETH J. SIMON
Senior Vice President, General Counsel and Director
Kenneth J. Simon
/s/    ROBERT S. COLLINS
Vice President and Controller
Robert S. Collins(Principal Accounting Officer)



CC HOLDINGS GS V LLC
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands of dollars)
   Additions Deletions  
 
Balance at
Beginning
of Year
 
Charged to
Operations
 
Credited to
Operations
 Written Off 
Balance at
End of
Year
Allowance for Doubtful Accounts Receivable:         
2018$1,300
 $768
 $
 $(467) $1,601
2017$1,810
 $662
 $
 $(1,172) $1,300
2016$882
 $1,697
 $
 $(769) $1,810



CC HOLDINGS GS V LLC
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 2018 and 2017
(In thousands of dollars)
DescriptionEncumbrances Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount Carried at Close of Current Period Accumulated Depreciation at Close of Current PeriodDate of ConstructionDate AcquiredLife on Which Depreciation in Latest Income Statement is Computed
7,555 sites(1)
$994,047
(2) 
(3) 
(3) 
$2,029,667
 $(1,011,900)VariousVariousUp to 20 years
(1)No single site exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
(2)As of December 31, 2018, all of the Company's debt is secured by a pledge of the equity interests in each applicable Guarantor.
(3)The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
 20182017
Gross amount at beginning$1,960,703
$1,917,553
Additions during period:  
Acquisitions through foreclosure

Other acquisitions

Communications infrastructure construction and improvements63,590
40,051
Purchase of land interests

Sustaining capital expenditures7,560
9,500
Other

Total additions71,150
49,551
Deductions during period:  
Cost of real estate sold or disposed(2,186)(6,401)
Other

Total deductions:(2,186)(6,401)
Balance at end$2,029,667
$1,960,703
 20182017
Gross amount of accumulated depreciation at beginning$(919,546)$(828,670)
Additions during period:  
Depreciation(93,790)(94,348)
Total additions(93,790)(94,348)
Deductions during period:  
Amount for assets sold or disposed1,436
3,472
Other

Total deductions1,436
3,472
Balance at end$(1,011,900)$(919,546)



Other Financial Statements of CC Holdings GS V LLC's Subsidiaries: Global Signal
Acquisitions LLC, Global Signal Acquisitions II LLC and Pinnacle Towers LLC
The following financial statements for CC Holdings GS V LLC's wholly-owned subsidiaries, Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC and Pinnacle Towers LLC, are included pursuant to Regulation S-X, Rule 3-16, "Financial Statements of Affiliates Whose Securities Collateralize an Issue Registered or Being Registered."
Global Signal Acquisitions LLC
Global Signal Acquisitions LLC Financial Statements
Years Ended December 31, 2018, 2017 and 2016
Page
Report of Independent Registered Public Accounting Firm
Balance Sheet as of December 31, 2018 and 2017
Statement of Operations for each of the three years in the period ended December 31, 2018
Statement of Cash Flows for each of the three years in the period ended December 31, 2018

Statement of Changes in Member's Equity for each of the three years in the period ended December 31, 2018

Notes to Financial Statements
Global Signal Acquisitions II LLC
Global Signal Acquisitions II LLC Financial Statements
Years Ended December 31, 2018, 2017 and 2016
Page
Report of Independent Registered Public Accounting Firm
Balance Sheet as of December 31, 2018 and 2017
Statement of Operations for each of the three years in the period ended December 31, 2018
Statement of Cash Flows for each of the three years in the period ended December 31, 2018

Statement of Changes in Member's Equity for each of the three years in the period ended December 31, 2018

Notes to Financial Statements
Pinnacle Towers LLC
Pinnacle Towers LLC Consolidated Financial Statements
Years Ended December 31, 2018, 2017 and 2016
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet as of December 31, 2018 and 2017

Consolidated Statement of Operations for each of the three years in the period ended December 31, 2018

Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2018

Consolidated Statement of Changes in Member's Equity for each of the three years in the period ended December 31, 2018

Notes to Consolidated Financial Statements



GLOBAL SIGNAL ACQUISITIONS LLC

Financial Statements

Years Ended December 31, 2018, 2017 and 2016



Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Members of
CC Holdings GS V LLC

Opinion on the Financial Statements

We have audited the accompanyingbalance sheetsof Global Signal Acquisitions LLC(the “Company”) as of December 31, 2018 and 2017,and the related statements of operations, cash flows and changes in member’s equity for each of the three years in the period ended December 31, 2018,including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results ofitsoperations and itscash flows for each of the three years in the period ended December 31, 2018 conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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


/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 25, 2019

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



GLOBAL SIGNAL ACQUISITIONS LLC
BALANCE SHEET
(In thousands of dollars)
 December 31,
 2018 2017
ASSETS   
Current assets:   
Receivables, net of allowance of $131 and $82, respectively$201
 $27
Prepaid expenses341
 364
Deferred site rental receivables1,501
 1,477
Other current assets27
 27
Total current assets2,070
 1,895
Deferred site rental receivables18,576
 18,118
Property and equipment, net61,165
 62,595
Goodwill68,841
 68,841
Site rental contracts and tenant relationships, net42,065
 47,637
Other intangible assets, net2,970
 2,973
Long-term prepaid rent and other assets, net1,511
 1,535
Total assets$197,198
 $203,594
    
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$73
 $56
Deferred revenues850
 557
Other accrued liabilities424
 330
Total current liabilities1,347
 943
Deferred ground lease payable3,086
 3,135
Above-market leases and other liabilities2,841
 2,822
Total liabilities7,274
 6,900
Commitments and contingencies (note 8)   
Member's equity:   
Member's equity189,924
 196,694
Accumulated earnings (deficit)
 
Total member's equity189,924
 196,694
Total liabilities and equity$197,198
 $203,594
See accompanying notes to financial statements.




GLOBAL SIGNAL ACQUISITIONS LLC
STATEMENT OF OPERATIONS
(In thousands of dollars)
 Years Ended December 31,
 2018 2017 2016
      
Site rental revenues—third parties$31,092
 $29,143
 $28,497
Site rental revenues—related parties2,426
 2,358
 2,322
Site rental revenues—total33,518
 31,501
 30,819
      
Operating expenses:     
Site rental cost of operations—third parties(a)
5,322
 5,127
 5,454
Site rental cost of operations—related parties(a)
1,101
 990
 901
Site rental cost of operations—total(a)
6,423
 6,117
 6,355
Management fee—related party2,478
 2,394
 2,258
Asset write-down charges12
 
 110
Depreciation, amortization and accretion10,481
 10,435
 10,277
Total operating expenses19,394
 18,946
 19,000
Operating income (loss)14,124
 12,555
 11,819
Other income (expense)6
 16
 (5)
Income (loss) before income taxes14,130
 12,571
 11,814
Benefit (provision) for income taxes(5) 37
 44
Net income (loss)$14,125
 $12,608
 $11,858
(a)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

See accompanying notes to financial statements.



GLOBAL SIGNAL ACQUISITIONS LLC
STATEMENT OF CASH FLOWS
(In thousands of dollars)
 Years Ended December 31,
 2018 2017 2016
Cash flows from operating activities:     
Net income (loss)$14,125
 $12,608
 $11,858
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation, amortization and accretion10,481
 10,435
 10,277
Asset write-down charges12
 
 110
Changes in assets and liabilities:     
Increase (decrease) in accounts payable17
 (73) 139
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities189
 (219) (82)
Decrease (increase) in receivables(174) 227
 (25)
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent and other assets(539) 412
 (677)
Net cash provided by (used for) operating activities24,111
 23,390
 21,600
Cash flows from investing activities:     
Capital expenditures(3,216) (2,122) (2,506)
Net cash provided by (used for) investing activities(3,216) (2,122) (2,506)
Cash flows from financing activities:     
Distributions to member(20,895) (21,268) (19,094)
Net cash provided by (used for) financing activities(20,895) (21,268) (19,094)
Net increase (decrease) in cash and cash equivalents
 
 
Cash and cash equivalents at beginning of year
 
 
Cash and cash equivalents at end of year$
 $
 $

See accompanying notes to financial statements.


GLOBAL SIGNAL ACQUISITIONS LLC
STATEMENT OF CHANGES IN MEMBER'S EQUITY
(In thousands of dollars)
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, December 31, 2015 $204,889
 $7,701
 $212,590
Distributions to member (note 6) 
 (19,094) (19,094)
Net income (loss) 
 11,858
 11,858
Balance, December 31, 2016 $204,889
 $465
 $205,354
Distributions to member (note 6) (8,195) (13,073) (21,268)
Net income (loss) 
 12,608
 12,608
Balance, December 31, 2017 $196,694
 $
 $196,694
Distributions to member (note 6) (6,770) (14,125) (20,895)
Net income (loss) 
 14,125
 14,125
Balance, December 31, 2018 $189,924
 $
 $189,924



See accompanying notes to financial statements.

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)


1.
Basis of Presentation
The accompanying financial statements reflect the financial position, results of operations and cash flows of Global Signal Acquisitions LLC ("Company"). The Company is a wholly-owned subsidiary of CC Holdings GS V LLC ("CCL"), which is an indirect, wholly-owned subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC" or "Crown Castle"). As used herein, the term "including," and any variation thereof means "including without limitations." The use of the word "or" herein is not exclusive.
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 United States ("U.S."). The Company's core business is providing access, including space or capacity, to its sites via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "contracts"). The Company's existing customers on its communication infrastructure are referred to herein as "tenants." Management services related to communications towers and other communication sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under a management agreement, as the Company has no employees.
For U.S. federal income tax purposes, CCIC operates as a real estate investment trust ("REIT"), and as its indirect subsidiary, the Company's assets and operations are included in the CCIC REIT. See notes 2 and 7.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure for 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.

2.
Summary of Significant Accounting Policies
Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status or contractual provisions. Additions to the allowance for doubtful accounts are charged to "site rental cost of operations" and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company classifies its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one of the following criteria are met, subject to certain exceptions noted below: (1) the lease transfers ownership of the leased assets to the lessee, (2) there is a bargain purchase option, (3) the lease term is equal to 75% or more of the economic life of the leased assets or (4) the present value of the minimum lease payments equals or exceeds 90% of the fair value of the leased assets.
Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraph is present relating to the leased assets. When the Company, as lessee, classifies a lease as a capital lease, it records an asset in an amount equal to the present value of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis as discussed under "Costs of Operations" below.
Lessor. If the Company is the lessor of leased property that is part of a larger whole (including a portion of space on a tower) and for which fair value is not objectively determinable, then such lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basis as discussed under "Revenue Recognition."
Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easements for land, which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, the Company reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of communications infrastructure is generally computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals or improvements are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Abandonments and write-offs of property and equipment are recorded to "asset write-down charges" on the Company's statement of operations.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company records obligations to perform asset retirement activities, including requirements to remove communications infrastructure or remediate the land upon which the Company's communications infrastructure resides. Asset retirement obligations are included in "above-market leases and other liabilities" on the Company's balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation, amortization and accretion" expense on the Company's statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of any impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company has one reporting unit for goodwill impairment testing. The Company performed its most recent annual goodwill impairment test as of October 1, 2018,2019, which resulted in no impairments.
Other Intangible Assets
Intangible assets are included in "site"Site rental contracts and tenant relationships, net" and "other"Other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships recorded in conjunction with acquisitions. The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing contracts,leases, (2) the expected exercisehigh rate of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions ortenant retention, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing contracts.leases.
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company which is calculated on an individual tenant basis, considering, among other things, the contractual provisions with the tenant and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and tenant relationships intangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and tenant relationships.leases. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewalstenant retention experienced to date. Thus, while site rental contractsleases and tenant relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contractsleases and (2) renewals of the acquired contractsleases past the contractual term including

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


exercisable options, the site rental contracts and tenant relationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.years.
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and tenant relationships intangible assets. First, the Company pools the site rental contracts and tenant relationships with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.
Above-market Leases
Above-market leases consistSee "Recently Adopted Accounting Pronouncements" for additional information regarding the adoption of the estimated fair valuenew lease standard.
Deferred Financing Costs
Third-party costs incurred to obtain financing are deferred and are included as a direct deduction from the carrying amount of above-market leases for land interests underthe related debt liability in "Debt" on the Company's towers. Above-market leases for land interests are amortized to costs of operations over their respective estimated remaining contract term at the acquisition date.consolidated balance sheet.
Revenue Recognition
Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges from five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. The Company's contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")).CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the

35


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

applicable tenant's option through the current term. If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are included in "deferred"Deferred site rental receivables."  Amounts billed or received prior to being earned are deferred and reflected in "deferred"Deferred revenues" on the Company's consolidated balance sheet.
In addition to the Company's revenue from tenant contracts, amounts under CCIC tower installation services and modifications agreements that represent a lease component to the Company are recognized as "Amortization of tower installations and modifications" on the Company's consolidated statement of operations on a ratable basis over the length of the associated estimated lease term. The Company and its subsidiaries are not parties to such transactions. See note 2 to the consolidated financial statements for further information regarding the impact of the Restatement Adjustments.
Costs of Operations
In excess of four-fifthsMore than three-fourths of the Company's site rental costcosts of operations consistsexpenses consist of ground lease expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes orand insurance.
The Company's current liability related to accrued property taxes is included in "Other accrued liabilities" on the Company's consolidated balance sheet and was $4.7 million and $5.5 million as of December 31, 2019 and 2018, respectively. Generally, the Company's ground lease agreementsleases for land are specific to each site and are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easementseasement and ground leases in which it prepays the entire term in advance.
Ground lease expense isexpenses are recognized on a ratable basis, regardless of whether the contract payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. TheCertain of the Company's ground leaseslease 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 escalationescalator provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period that equals or exceeds the remaining depreciable life of the communications infrastructure asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing ground lease renewal options, the Company has straight-lined the ground lease expense over a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company's policy is to record ground lease agreements with affiliates under the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate.
The Company's current liability related to straight-line ground lease expense is included in "other accrued liabilities""Operating lease right-of-use assets" on the Company's balance sheet and was $0.2 million and $0.1 million as of December 31, 2018 and 2017, respectively. The Company's non-current liability related to straight-line ground lease expense is included in "deferred ground lease payable" on the Company'sconsolidated balance sheet. The Company's assets related to prepaid ground leasesagreements is included in "prepaid"Prepaid expenses" and "long-term prepaid rent and other assets, net""Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's current liability related to accrued property taxes is included in "other accrued liabilities" onSee also "Lease Accounting-Lessee" and "Recently Adopted Accounting Pronouncements" for additional information regarding the Company's balance sheet and was $0.3 million and $0.2 million asadoption of December 31, 2018 and 2017, respectively.

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


the new lease standard.
Management Fee
The Company is charged a management fee by CCUSA, a wholly-owned,wholly owned indirect subsidiary of CCIC, relating to management services, which include those functions reasonably necessary to maintain, market, operate, manage and administer the sites. The management fee is equal to 7.5% of the Company's revenues, excluding (1) the revenues from tenant contracts that are related to the accounting for leases with fixed escalators as(as required by the applicable accounting standards.standard), and (2) amortization of tower installations and modifications. See note 6.7.
Income Taxes
CCIC operates as a REIT for U.S. federal income tax purposes. The Company is an indirect subsidiary of CCIC and for U.S. federal income taxes purposes the Company's assets and operations are part of the CCIC REIT. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. CCIC also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the CCIC's taxable REIT subsidiaries, (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, CCIC could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended to maintain qualification for taxation as a REIT.
Reporting Segments
The Company has one operating segment.
Recently Adopted Accounting Pronouncements
In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted the guidance on January 1, 2018, and the adoption of this guidance did not have a material impact on its financial statements.
In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers not otherwise addressed by specific guidance (commonly referred to as "ASC 606" or "the revenue recognition standard"). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.  This guidance was effective for the Company on January 1, 2018. The Company's site rental revenues are within the scope of lease accounting and were not impacted by this guidance.
Recent Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance.
This guidance was effective for, and adopted by, the Company as of January 1, 2019, and is required to be adopted using a modified retrospective approach, which after certain additional updates in July 2018, allows the Company to apply the new guidance either (1) as of the beginning of the earliest period presented, or (2) as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods.
The Company adopted the new guidance 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 guidance did not result in a cumulative-effect adjustment being recognized to the opening balance of retained earnings. The Company elected the package of practical expedients upon adoption and thus will not reassess the classification or lease term of leases existing prior to January 1, 2019.
The Company expects that (1) its lessor and lessee arrangements will continue to be classified as operating leases under the new guidance; (2) this guidance will result in a lease liability (which primarily consist of ground leases under the Company's towers) and a corresponding right-of-use asset; and (3) there will not be a material impact to its statement of operations and statement of cash flows. CCIC is in the process of updating certain of its existing information technology systems to integrate the new lease guidance requirements.

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


3.
Property and Equipment
The major classes of property and equipment are as follows:
 Estimated Useful Lives December 31,
  2018 2017
Land(a)

 $15,401
 $15,401
Towers1-20 years
 92,012
 89,712
Construction in progress
 1,037
 352
Total gross property and equipment  108,450
 105,465
Less accumulated depreciation  (47,285) (42,870)
Total property and equipment, net  $61,165
 $62,595
(a)
Includes land owned in fee and perpetual easements.
Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $4.6 million, $4.6 million and $4.5 million, respectively.

4.
Intangible Assets and Above-market Leases
The following is a summary of the Company's intangible assets.
 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Site rental contracts and tenant relationships$108,020
 $(65,955) $42,065
 $108,020
 $(60,383) $47,637
Other intangible assets4,514
 (1,544) 2,970
 4,350
 (1,377) 2,973
Total$112,534
 $(67,499) $45,035
 $112,370
 $(61,760) $50,610
Amortization expense related to intangible assets is classified as follows on the Company's statement of operations:
 For Years Ended December 31,
 2018 2017 2016
Depreciation, amortization and accretion$5,675
 $5,674
 $5,674
Site rental costs of operations12
 22
 22
Total amortization expense$5,687
 $5,696
 $5,696
The estimated annual amortization expense related to intangible assets (inclusive of those recorded as an increase to "site rental cost of operations") for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$5,691
 $5,691
 $5,691
 $5,691
 $5,691
See note 2 for a further discussion of above-market leases for land interests under the Company's towers recorded in connection with acquisitions. For each of the years ended December 31, 2018, 2017 and 2016, the Company recorded $0.1 million as a decrease to "site rental cost of operations." The following is a summary of the Company's above-market leases.
 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Above-market leases$2,303
 $(1,412) $891
 $2,303
 $(1,305) $998

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


The estimated annual amortization expense related to above-market leases for land interests under the Company's towers for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$106
 $103
 $84
 $73
 $73

5.Debt
In December 2012, CCL and Crown Castle GS III Corp. (a subsidiary of CCL) issued $1.5 billion aggregate principal amount of senior secured notes ("2012 Secured Notes"), which are guaranteed by certain subsidiaries of CCL, including the Company. In addition, the 2012 Secured Notes are secured on a first-priority basis by certain subsidiaries of CCL, including a pledge of the equity interests of the Company. In September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes. CCIC used a portion of the net proceeds to repay $500 million of the 2012 Secured Notes.
The 2012 Secured Notes do not contain financial maintenance covenants but they do contain restrictive covenants, subject to certain exceptions, related to the Company's ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests, and enter into related party transactions. With respect to the restriction regarding the issuance of debt, CCL and its subsidiaries including the Company may not issue debt other than (1) certain permitted refinancings of the 2012 Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million or (3) unsecured debt or additional notes under the 2012 Secured Notes indenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the indenture governing the 2012 Secured Notes) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, 2018, CCL's Debt to Adjusted Consolidated Cash Flow Ratio was 2.3 to 1, and, as a result, the Company is not restricted in its ability to incur additional indebtedness. Further, the Company is not restricted in its ability to distribute cash to affiliates or issue dividends to its member.

6.
Related Party Transactions
In December 2012, CCL, the Company, and other subsidiaries of CCL entered into a management agreement ("Management Agreement") with CCUSA, which replaced a previous management agreement among the same parties. The Company is charged a management fee by CCUSA under the Management Agreement whereby CCUSA has agreed to employ, supervise and pay at all times a sufficient number of capable employees as may be necessary to perform services in accordance with the operation standards defined in the Management Agreement. CCUSA currently acts as the manager of the majority of the sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company's "Operating Revenues," as defined in the Management Agreement, which are based on the Company’s reported revenues adjusted to exclude certain items including revenues related to the accounting for leases with fixed escalators. The fee is compensation for those functions reasonably necessary to maintain, market, operate, manage and administer the sites, other than the operating expenses, which includes but is not limited to real estate and personal property taxes, ground lease and easement payments, and insurance premiums. In addition, in connection with its role as manager, CCUSA may make certain modifications to the Company's sites. The management fee charged from CCUSA for the years ended December 31, 2018, 2017 and 2016 totaled $2.5 million, $2.4 million and $2.3 million, respectively.
In addition, CCUSA may perform installation services on the Company's towers for which the Company is not a party to any such agreement and for which no operating results are reflected herein.
As part of CCIC's strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land interests under the Company's towers. These affiliates then lease the land to the Company. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate. As of December 31, 2018, approximately 20% of the Company's towers were located on land which was controlled by an affiliate. Rent expense to affiliates totaled $1.1 million, $1.0 million and $0.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. The Company receives site rental revenue from affiliates for land owned by the Company on which affiliates have towers and pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers. For the years ended December 31, 2018, 2017 and 2016, rent revenue from affiliates totaled $2.4 million, $2.4 million and $2.3 million, respectively. As of December 31, 2018, approximately 25% of the Company's sites consist of land interests under towers owned by affiliates.

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


The Company recorded equity distributions of $20.9 million, $21.3 million and $19.1 million for the years ended December 31, 2018, 2017 and 2016, 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, CCL. As of December 31, 2018 and 2017, the Company had no material related party assets or liabilities on its consolidated balance sheet.

7.
Income Taxes
For the year ended December 31, 2018, the provision for income taxes relates to state taxes. For the years ended December 31, 2017 and 2016, the Company had benefits for income taxes, which consisted of the reduction of unrecognized tax benefits as a result of the lapse of the statute of limitations partially offset by state taxes. The Company's effective tax rate for the years ended December 31, 2018, 2017 and 2016 differed from the federal statutory rate predominately due to CCIC's REIT status, including the dividends paid deduction (see notes 1 and 2), and the aforementioned impacts described above.
As of December 31, 2018, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.
From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. At this time, CCIC is not subject to an Internal Revenue Service examination.

8.
Commitments and Contingencies
The Company is involved in various claims, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's financial position or results of operations. See note 9 for a discussion of the operating lease commitments.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract or easement termination to remove communications infrastructure or remediate the land upon which communications infrastructure resides. Accretion expense related to liabilities for retirement obligations amounted to $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018 and 2017, liabilities for retirement obligations amounted to $1.9 million and $1.8 million, respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2018, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $18 million. See note 2.


GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


9.
Operating Leases
Tenant Leases
The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2018. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2018, the weighted-average remaining term (calculated by weighting the remaining term for each lease by the related site rental revenue) of tenant leases is approximately six years, exclusive of renewals at the tenant's option. 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.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Tenant leases$33,543
 $34,153
 $34,335
 $32,436
 $22,627
 $80,236
 $237,330
Operating Leases
The following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effect as of December 31, 2018. The Company is obligated under non-cancelable operating leases for land interests under approximately 85% of its towers. The majority of these operating lease agreements have (1) certain termination rights that provide for cancellation after a notice period, (2) multiple renewal options at the Company's option and (3) annual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the tower located on the leased land interest. More than 95% and more than 75% the Company's sites are under the Company's control for greater than 10 and 20 years, respectively, including renewals at the Company's option. The operating lease payments included in the table below include payments for certain renewal periods at the Company's option that are reasonably assured to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases. See also note 6.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Operating leases$5,250
 $5,280
 $5,184
 $5,092
 $5,043
 $71,037
 $96,886
Rental expense from operating leases was $5.2 million, $5.0 million and $4.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the tower located on the leased land of $1.2 million, $1.2 million and $1.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See note 2 for further discussion.

10.
Concentration of Credit Risk
The financial instrument that potentially subjects the Company to concentrations of credit risk is primarily trade receivables.
The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with T-Mobile, AT&T, Sprint and Verizon Wireless that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant contracts with contractually determinable payment terms and proactive management of past due balances.

GLOBAL SIGNAL ACQUISITIONS LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


Major Tenants
The following table summarizes the percentage of the Company's revenues for those tenants accounting for more than 10% of the Company's revenues.
 Years Ended December 31,
 2018 2017 2016
T-Mobile31% 31% 30%
AT&T25% 23% 24%
Sprint15% 16% 16%
Verizon Wireless14% 13% 13%
Total85% 83% 83%


GLOBAL SIGNAL ACQUISITIONS II LLC

Financial Statements

Years Ended December 31, 2018, 2017 and 2016



Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Members of
CC Holdings GS V LLC

Opinion on the Financial Statements

We have audited the accompanyingbalance sheetsof Global Signal Acquisitions II LLC(the “Company”) as of December 31, 2018 and 2017,and the related statements of operations, cash flows and changes in member’s equity for each of the three years in the period ended December 31, 2018,including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results ofitsoperations and itscash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits of thesefinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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


/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 25, 2019

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



GLOBAL SIGNAL ACQUISITIONS II LLC
BALANCE SHEET
(In thousands of dollars)
 December 31,
 2018 2017
ASSETS   
Current assets:   
Cash and cash equivalents$18,707
 $30,771
Receivables, net of allowance of $508 and $289, respectively692
 938
Prepaid expenses20,341
 21,710
Deferred site rental receivables18,561
 16,951
Other current assets194
 121
Total current assets58,495
 70,491
Deferred site rental receivables245,968
 238,401
Property and equipment, net621,652
 635,135
Goodwill642,545
 642,545
Site rental contracts and tenant relationships, net362,010
 419,374
Other intangible assets, net13,255
 14,512
Long-term prepaid rent and other assets, net31,470
 30,049
Total assets$1,975,395
 $2,050,507
    
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$1,293
 $1,073
Deferred revenues7,086
 6,451
Other accrued liabilities5,362
 5,662
Total current liabilities13,741
 13,186
Deferred ground lease payable101,781
 96,828
Above-market leases and other liabilities36,455
 35,948
Total liabilities151,977
 145,962
Commitments and contingencies (note 8)   
Member's equity:   
Member's equity1,823,418
 1,904,545
Accumulated earnings (deficit)
 
Total member's equity1,823,418
 1,904,545
Total liabilities and equity$1,975,395
 $2,050,507
See accompanying notes to financial statements.




GLOBAL SIGNAL ACQUISITIONS II LLC
STATEMENT OF OPERATIONS
(In thousands of dollars)
 Years Ended December 31,
 2018 2017 2016
      
Site rental revenues$442,888
 $411,669
 $409,102
      
Operating expenses:     
Site rental cost of operations—third parties(a)
109,489
 109,956
 109,227
Site rental cost of operations—related parties(a)
37,351
 33,498
 31,080
Site rental cost of operations—total(a)
146,840
 143,454
 140,307
Management fee—related party32,522
 31,438
 30,459
Asset write-down charges38
 
 2,072
Depreciation, amortization and accretion121,656
 122,513
 122,444
Total operating expenses301,056
 297,405
 295,282
Operating income (loss)141,832
 114,264
 113,820
Other income (expense)(82) 429
 (137)
Income (loss) before income taxes141,750
 114,693
 113,683
Benefit (provision) for income taxes(336) 457
 405
Net income (loss)$141,414
 $115,150
 $114,088
(a)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

See accompanying notes to financial statements.




GLOBAL SIGNAL ACQUISITIONS II LLC
STATEMENT OF CASH FLOWS
(In thousands of dollars)
 Years Ended December 31,
 2018 2017 2016
Cash flows from operating activities:     
Net income (loss)$141,414
 $115,150
 $114,088
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation, amortization and accretion121,656
 122,513
 122,444
Asset write-down charges38
 
 2,072
Changes in assets and liabilities:     
Increase (decrease) in accounts payable3
 (362) 330
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities3,970
 2,740
 4,322
Decrease (increase) in receivables246
 (285) (612)
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent and other assets(7,658) 6,219
 (2,735)
Net cash provided by (used for) operating activities259,669
 245,975
 239,909
Cash flows from investing activities:     
Capital expenditures(49,192) (31,975) (29,364)
Net cash provided by (used for) investing activities(49,192) (31,975) (29,364)
Cash flows from financing activities:     
Distributions to member(222,541) (202,779) (211,396)
Net cash provided by (used for) financing activities(222,541) (202,779) (211,396)
Net increase (decrease) in cash and cash equivalents(12,064) 11,221
 (851)
Cash and cash equivalents at beginning of year30,771
 19,550
 20,401
Cash and cash equivalents at end of year$18,707
 $30,771
 $19,550

See accompanying notes to financial statements.




GLOBAL SIGNAL ACQUISITIONS II LLC
STATEMENT OF CHANGES IN MEMBER'S EQUITY
(In thousands of dollars)
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, December 31, 2015 $2,083,747
 $5,735
 $2,089,482
Distributions to member (note 6) (91,573) (119,823) (211,396)
Net income (loss) 
 114,088
 114,088
Balance, December 31, 2016 $1,992,174
 $
 $1,992,174
Distributions to member (note 6) (87,629) (115,150) (202,779)
Net income (loss) 
 115,150
 115,150
Balance, December 31, 2017 $1,904,545
 $
 $1,904,545
Distributions to member (note 6) (81,127) (141,414) (222,541)
Net income (loss) 
 141,414
 141,414
Balance, December 31, 2018 $1,823,418
 $
 $1,823,418



See accompanying notes to financial statements.



GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)


1.
Basis of Presentation
The accompanying financial statements reflect the financial position, results of operations and cash flows of Global Signal Acquisitions II LLC ("Company"). The Company is a wholly-owned subsidiary of CC Holdings GS V LLC ("CCL"), which is an indirect, wholly-owned subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC" or "Crown Castle"). As used herein, the term "including," and any variation thereof means "including without limitations." The use of the word "or" herein is not exclusive.
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 United States ("U.S."). The Company's core business is providing access, including space or capacity, to its sites via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "contracts"). The Company's existing customers on its communication infrastructure are referred to herein as "tenants."
Virtually all of the Company's sites are leased or subleased or operated or managed for an initial period under master lease and sublease agreements, including the master lease and sublease agreements, and other agreements with Sprint ("Sprint Sites"). In 2037, CCIC, through its subsidiaries (including the Company), has the option to purchase all (but not less than all) of the leased and subleased Sprint towers from Sprint for approximately $2.3 billion. CCIC has no obligation to exercise the purchase option. Management services related to communications towers and other communication sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under a management agreement, as the Company has no employees.
For U.S. federal income tax purposes, CCIC operates as a real estate investment trust ("REIT"), and as its indirect subsidiary, the Company's assets and operations are included in the CCIC REIT. See notes 2 and 7.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure for 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.

2.
Summary of Significant Accounting Policies
Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status or contractual provisions. Additions to the allowance for doubtful accounts are charged to "site rental cost of operations" and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company classifies its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one of the following criteria are met, subject to certain exceptions noted below: (1) the lease transfers ownership of the leased assets to the lessee, (2) there is a bargain purchase option, (3) the lease term is equal to 75% or more of the economic life of the leased assets or (4) the present value of the minimum lease payments equals or exceeds 90% of the fair value of the leased assets.
Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraph is present relating to the leased assets. When the Company, as lessee, classifies a lease as a capital lease, it records an asset in an amount equal to the present value of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis as discussed under "Costs of Operations" below.
Lessor. If the Company is the lessor of leased property that is part of a larger whole (including with respect to a portion of space on a tower) and for which fair value is not objectively determinable, then such lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basis as discussed under "Revenue Recognition."

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easements for land, which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, the Company reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of communications infrastructure is generally computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals or improvements are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Abandonments and write-offs of property and equipment are recorded to "asset write-down charges" on the Company's statement of operations and were $0, $0 and $1.9 million for the years ended December 31, 2018, 2017 and 2016 respectively.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company records obligations to perform asset retirement activities, including requirements to remove communications infrastructure or remediate the land upon which the Company's communications infrastructure resides. With respect to Sprint Sites, the Company does not have retirement obligations to the extent such retirement would occur beyond the period for which it has a contract term. Asset retirement obligations are included in "above-market leases and other liabilities" on the Company's balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation, amortization and accretion" expense on the Company's statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of any impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company has one reporting unit for goodwill impairment testing. The Company performed its most recent annual goodwill impairment test as of October 1, 2018, which resulted in no impairments.
Other Intangible Assets
Intangible assets are included in "site rental contracts and tenant relationships, net" and "other intangible assets, net" on the Company's balance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contracts and tenant relationships or (2) below-market leases for land interests under the acquired towers classified as "other intangible assets, net." The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing contracts, (2) the expected exercise of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions or (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing contracts.
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company, which is calculated on an individual tenant basis, considering, among other things, the contractual provisions with the tenant and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and tenant relationships intangible asset is limited by the maximum depreciable

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and tenant relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts and tenant relationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and tenant relationships intangible assets. First, the Company pools the site rental contracts and tenant relationships with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.
Above-market Leases
Above-market leases consist of the estimated fair value of above-market leases for land interests under the Company's towers. Above-market leases for land interests are amortized to costs of operations over their respective estimated remaining contract term at the acquisition date.
Revenue Recognition
Site rental revenues from the Company's contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant contract, which generally ranges from five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the contract. The Company's contracts contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")). If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions. The Company's assets related to straight-line site rental revenues are included in "deferred site rental receivables." Amounts billed or received prior to being earned are deferred and reflected in "deferred revenues" on the Company's balance sheet.
Costs of Operations
In excess of four-fifths of the Company's site rental cost of operations consists of ground lease expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes or insurance.
Generally, the ground lease agreements are specific to each site, are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easements and ground leases in which it prepays the entire term in advance. Ground lease expense is recognized on a ratable basis, regardless of whether the contract payment terms require the Company to make payments annually, quarterly, monthly or for the entire term in advance. The Company's ground leases contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period that equals or exceeds the remaining depreciable life of the communications infrastructure asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing ground lease renewal options, the Company has straight-lined the ground lease expense over a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company's policy is to record ground lease agreements with affiliates under the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate.
The Company's current liability related to straight-line ground lease expense is included in "other accrued liabilities" on the Company's balance sheet and was $1.9 million and $1.6 million as of December 31, 2018 and 2017, respectively. The Company's non-current liability related to straight-line ground lease expense is included in "deferred ground lease payable" on the Company's balance sheet. The Company's assets related to prepaid ground leases is included in "prepaid expenses" and "long-term prepaid rent and other assets, net" on the Company's balance sheet. The Company's current liability related to accrued property taxes is

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


included in "other accrued liabilities" on the Company's balance sheet and was $3.3 million and $3.9 million as of December 31, 2018 and 2017, respectively.
Management Fee
The Company is charged a management fee by CCUSA, a wholly-owned, indirect subsidiary of CCIC, relating to management services, which include those functions reasonably necessary to maintain, market, operate, manage and administer the sites. The management fee is equal to 7.5% of the Company's revenues excluding the revenues related to the accounting for leases with fixed escalators as required by the applicable accounting standards. See note 6.
Income Taxes
CCIC operates as a REIT for U.S. federal income tax purposes. The Company is an indirect subsidiary of CCIC and for U.S. federal income taxes purposes the Company's assets and operations are part of the CCIC REIT. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is currently distributed to its stockholders. CCIC also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the CCIC's taxable REIT subsidiaries, (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, CCIC could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended to maintain qualification for taxation as a REIT.
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 - quoted prices (unadjusted) in active and accessible markets, (2) Level 2 - observable prices that are based on inputs not quoted in active markets but corroborated by market data and (3) Level 3 - unobservable inputs and are not corroborated by market data.

36


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period.
The fair value of cash and cash equivalents approximates the carrying value. The Company determines 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, 20172018 in the Company's valuation techniques used to measure fair values. See note 8 for a further discussion of fair values.
Reporting Segments
The Company has one operating segment.
Recently Adopted Accounting Pronouncements
In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted the guidance on January 1, 2018, and the adoption of this guidance did not have a material impact on its financial statements.
In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers not otherwise addressed by specific guidance (commonly referred to as "ASC 606" or "the revenue recognition standard"). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.  This guidance was effective for the Company on January 1, 2018. The Company's site rental revenues are within the scope of lease accounting and were not impacted by this guidance.
RecentLease Accounting Pronouncements Not Yet Adopted— Summary
In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-useROU asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance.

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


This guidance was effective for, andThe Company adopted by, the Company as of January 1, 2019, and is required to be adoptednew lease standard using a modified retrospective approach which after certain additional updates in July 2018, allows the Company to apply the new guidance either (1) as of the beginning of the earliest period presented, or (2) as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods.
The Company adopted the new guidance 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 guidancelease standard did not result in a cumulative-effect adjustment being recognized to the opening balance of retained earnings. The new lease standard provides a package of practical expedients, whereby companies can elect not to reassess (if applicable), (1) whether existing contracts contain leases under the new definition of a lease, (2) lease classification for expired or existing leases and (3) whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. The Company elected the package of practical expedients upon adoption and thus will not reassess the classification or lease term of leases existing prior to January 1, 2019.adoption.
The Company expects that (1) its lessor and lessee arrangements will continuenew lease standard requires lessees to be classified as operating leases under the new guidance; (2) this guidance will result inrecognize a lease liability, (which primarily consistinitially measured at the present value of groundthe lease payments for all leases, under the Company's towers) and a corresponding right-of-use asset;ROU asset. The accounting for lessors remained largely unchanged from previous guidance.
Due to the recognition of the lease liability and (3) there will not bea corresponding ROU asset, the new lease standard had a material impact on the Company's consolidated balance sheet. Additionally, certain amounts related to its lessee arrangements that were previously reported separately have been de-recognized and reclassified into "Operating lease right-of-use assets" on the Company's consolidated balance sheet. These amounts include (1) the Company's liability related to straight-line expense, formerly referred to as "Deferred ground lease payable" and previously included in "Other accrued liabilities" and "Other long-term liabilities," (2) prepaid rent expense previously included in "Prepaid expenses" and "Long-term prepaid rent and other assets, net," (3) below-market leases previously included in "Other intangible assets, net," and (4) above-market leases previously included in "Other long-term liabilities."
Notwithstanding the material impact to the Company's consolidated balance sheet, the Company's adoption of the new lease standard did not have a material impact on the Company's consolidated statement of operations andor statement of cash flows. CCIC isAdditionally, the adoption of this guidance had no impact on the Company's operating practices, cash flows, contractual arrangements, or debt agreements (including compliance with any applicable covenants). Additionally, relevant Indenture debt calculations (such as the Debt to Adjusted Consolidated Cash Flow Ratio) are calculated in accordance with GAAP that was in effect as of December 2012, and, as such, exclude the processimpact of updating certainthe Company's lease liability recorded as a result of its existing information technology systems to integrate the new lease guidance requirements.standard adoption on January 1, 2019. See also note 6 to the consolidated financial statements.

See "Lease Accounting" for further discussion of the Company's updated accounting policies for leases.
Recent Accounting Pronouncements Not Yet Adopted
No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's consolidated financial statements.
3.
4.
Property and Equipment
The major classes of property and equipment are summarized in the table below. The information below also gives effect to the Historical Adjustments as follows:discussed in note 2.
Estimated Useful Lives December 31,
Estimated Useful Lives December 31, 2019 2018
 2018 2017    (As Restated)
Land(a)

 $1,622
 $1,618

 $76,610
 $72,665
Towers1-20 years
 1,292,771
 1,251,224
1-20 years
 1,992,394
 1,918,766
Construction in progress
 14,552
 7,966

 36,718
 23,505
Total gross property and equipment  1,308,945
 1,260,808
  2,105,722
 2,014,936
Less accumulated depreciation  (687,293) (625,673)  (1,095,355) (1,004,485)
Total property and equipment, net  $621,652
 $635,135
  $1,010,367
 $1,010,451
    
(a)
Includes land owned inthrough fee interests and perpetual easements.
Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $93.0 million, $93.0 million and 2016 was $62.4$93.2 million,, $63.3 million and $63.4 million, respectively. As discussed in notes 1 and 2, the Company has certain prepaid capital leases with Sprint, which have related gross property and equipment and accumulated depreciation of $1.0 billion and $604.5 million, respectively, as of December 31, 2018.


37


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

4.
5.
Intangible Assets and Above-market Leases
The following is a summary of the Company's intangible assets.
 As of December 31, 2019 As of December 31, 2018
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Site rental contracts and tenant relationships$2,102,864
 $(1,426,466) $676,398
 $2,102,864
 $(1,312,890) $789,974
Other intangible assets12,336
 (9,778) 2,558
 51,102
 (32,749) 18,353
Total$2,115,200
 $(1,436,244) $678,956
 $2,153,966
 $(1,345,639) $808,327

 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Site rental contracts and tenant relationships$1,008,243
 $(646,233) $362,010
 $1,008,243
 $(588,869) $419,374
Other intangible assets31,788
 (18,533) 13,255
 31,788
 (17,276) 14,512
Total$1,040,031
 $(664,766) $375,265
 $1,040,031
 $(606,145) $433,886

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollarsSee "Recently Adopted Accounting Pronouncements" in thousands)


note 3 for a discussion of the recently adopted lease standard, including with respect to below-market leases previously classified as intangible assets.
Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations:
 For Years Ended December 31,
 2019 2018 2017
Depreciation, amortization and accretion$113,682
 $113,655
 $113,635
Site rental costs of operations
 1,514
 1,591
Total amortization expense$113,682
 $115,169
 $115,226

 For Years Ended December 31,
 2018 2017 2016
Depreciation, amortization and accretion$57,364
 $57,364
 $57,364
Site rental costs of operations1,257
 1,308
 1,375
Total amortization expense$58,621
 $58,672
 $58,739
Amortization expense of intangible assets classified as "Site rental costs of operations" on the Company's consolidated statement of operations for the years ended December 31, 2018 and 2017 represented amortization of below-market leases. Effective January 1, 2019, these below-market leases were de-recognized and reclassified from "Other intangible assets, net" to the "Operating lease right-of-use assets" on the Company's consolidated balance sheet.
For both of the years ended December 31, 2018 and 2017, the Company recorded $1.7 million as a decrease to "Site rental costs of operations" for the amortization of above-market leases for land interests under the Company's towers. Effective January 1, 2019, these above-market leases were de-recognized and reclassified from "Other long-term liabilities" into the "Operating lease right-of-use assets" on the Company's consolidated balance sheet.
See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.
The estimated annual amortization expense related to intangible assets (inclusive of those recorded as an increase to "site rental cost of operations") for the years ending December 31, 20192020 to 20232024 is as follows:
 Years Ending December 31,
 2020 2021 2022 2023 2024
Estimated annual amortization$113,682
 $113,682
 $113,682
 $113,682
 $77,526
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$58,601
 $58,597
 $58,521
 $58,478
 $58,478
See note 2 for a further discussion of above-market leases for land interests under the Company's towers recorded in connection with acquisitions. For the years ended December 31, 2018, 2017 and 2016, the Company recorded $1.2 million, $1.3 million and $1.4 million, respectively, as a decrease to "site rental cost of operations." The following is a summary of the Company's above-market leases.
 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Above-market leases$30,826
 $(18,663) $12,163
 $31,180
 $(17,631) $13,549
The estimated annual amortization expense related to above-market leases for land interests under the Company's towers for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$1,206
 $1,186
 $1,093
 $1,027
 $1,025


5.6.Debt
In2012 Secured Notes
On December 24, 2012, CCL and Crown Castle GS III Corp. (a subsidiary("Co-Issuer" and, together with CCL, "Issuers") issued (1) $500.0 million aggregate principal amount of CCL) issued $1.52.381% senior secured notes due December 2017 ("2.381% Secured Notes") and (2) $1.0 billion aggregate principal amount of 3.849% senior secured notes due April 2023 ("3.849% Secured Notes" and together with the 2.381% Secured Notes, "2012 Secured Notes"). The 2012 Secured Notes"Notes were issued pursuant to an indenture dated as of December 24, 2012 ("Indenture"), whichby and among the Issuers, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"). The Issuers and the Guarantors are indirect wholly owned subsidiaries of CCIC. The Company used the net proceeds from the issuance of the 2012 Secured Notes to (1) repurchase and redeem a portion of the then outstanding 7.75% senior secured notes due 2017 ("7.75% Secured Notes") and (2) distribute cash to CCIC to fund the repurchase and redemption of a portion of CCIC's senior notes.

38


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The outstanding balance of the 2012 Secured Notes as of December 31, 2019 and December 31, 2018 was $995.4 million and $994.0 million, respectively. The stated interest rate of the 2012 Secured Notes as of December 31, 2019 was 3.849% per annum.
The 3.849% Secured Notes are payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2013. CCL, at its option, may redeem the 3.849% Secured Notes in whole or in part at any time by paying 100% of the principal amount of such 3.849% Secured Notes, together with accrued and unpaid interest, if any, plus a "make-whole" premium (as defined in the Indenture).
The 3.849% Secured Notes are guaranteed by certainthe direct and indirect wholly owned subsidiaries of CCL, includingother than the Company. In addition,Co-Issuer (collectively, "Guarantors"). The 3.849% Secured Notes will be paid solely from the cash flows generated from operation of the towers held directly or indirectly by CCL and the Guarantors.
Concurrently with the issuance of the 2012 Secured Notes, CCL and certain of its subsidiaries entered into a pledge and security agreement with the Trustee. Pursuant to the terms of such pledge and security agreement, the 3.849% Secured Notes are secured on a first-priority basis by a pledge of the equity interests of certain subsidiariesthe Guarantors.
The Indenture limits, among other things, the ability of CCL and its subsidiaries to incur indebtedness, incur liens, enter into certain mergers or certain change of control transactions and enter into related party transactions, in each case subject to a number of exceptions and qualifications set forth in the Indenture.
Management Agreement. On December 24, 2012, CCL and the Guarantors entered into a management agreement ("Management Agreement") with CCUSA, an indirect wholly owned subsidiary of CCIC ("Manager"). The Management Agreement replaced the previous management agreement that existed among the parties. Pursuant to the Management Agreement, the Manager will continue to perform, on behalf of CCL and the Guarantors, those functions reasonably necessary to maintain, market, operate, manage and administer their respective sites. The Management Agreement requires that the Company maintain cash sufficient to operate the business, including a pledge ofsufficient cash to pay expenses for the equity interests offollowing month (including any interest payment due during the Company. In September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes. CCIC used a portion ofnext month pursuant to the net proceeds to repay $500 million of the 2012 Secured Notes.Indenture).
Debt Restrictions. The 2012 Secured Notes doIndenture does not contain financial maintenance covenants but they doit does contain restrictive negative covenants, subject to certain exceptions, related to the Company's ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests and enter into related party transactions. With respect to the restriction regarding the issuance of debt, CCL and its subsidiaries including the Company may not issue debt other than (1) certain permitted refinancings of the 20123.849% Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million andor (3) unsecured debt or additional notes under the 2012 Secured Notes indentureIndenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the indenture governing the 2012 Secured Notes)Indenture) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, 2018, CCL's2019, the Company's Debt to Adjusted Consolidated Cash Flow Ratio was is 2.3 to 1, and, as a result, the Company is not restricted in itscurrently has the ability to incur additional indebtedness. For purposes of restrictions related to the Company's Secured Notes Indenture, relevant debt calculations (such as the Debt to Adjusted Consolidated Cash Flow Ratio) are calculated in accordance with GAAP that was in effect as of December 2012, and, as such, exclude the impact of the Company's lease liability recorded as a result of its new lease standard adoption on January 1, 2019. Further, the Company is not restricted in its ability to distribute cash to affiliates or issue dividends to its member.

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

 Years Ending December 31,    
 2020 2021 2022 2023 2024 Thereafter Total Cash Obligations Unamortized Deferred Financing Costs Total Debt Outstanding
Scheduled contractual maturities$
 $
 $
 $1,000,000
 $
 $
 $1,000,000
 $(4,569) $995,431

GLOBAL SIGNAL ACQUISITIONS II
39


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)



Interest Expense and Amortization of Deferred Financing Costs
The components of "Interest expense and amortization of deferred financing costs" are as follows:
 Years Ended December 31,
 2019 2018 2017
Interest expense on debt obligations$38,490
 $38,490
 $38,490
Amortization of deferred financing costs1,384
 1,384
 1,384
Total$39,874
 $39,874
 $39,874

6.
7.
Related Party Transactions
In December 2012, CCL,As discussed in note 6, the Company and other subsidiaries of CCLthe Guarantors entered into a management agreement (“Management Agreement”)Agreement with CCUSA, which replaced a previous management agreement among the same parties. The Company is charged a management fee by CCUSA underPursuant to the Management Agreement, whereby 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 majorityManager of the sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company's "Operating Revenue,Revenues," as defined in the Management Agreement, which areis based on the Company'sCompany’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(which includes but is not limited to real estate and personal property taxes, ground lease and easement payments, and insurance premiums. In addition, in connection with its role as manager, CCUSA may make certain modifications to the Company's sites.premiums). The management fee charged fromby CCUSA for the years ended December 31, 2019, 2018 and 2017 totaled $49.8 million, $48.5 million and 2016 totaled $32.5$46.9 million,, $31.4 million and $30.5 million, respectively.
In addition, CCUSA may perform installation services onand make certain modifications to the Company's towers for which the Company is not a party to any such agreement and receives no cash payment. For these tower installation services and modifications, however, deferred revenue for a portion of the transaction price which norepresents a lease component under GAAP is included within "Deferred revenues," on the Company's consolidated balance sheet and is recognized as "Amortization of tower installations and modifications" on the Company's consolidated statement of operations over the associated estimated lease term. The portions of the transaction price which do not represent a lease component are not reflected in the Company's operating results are reflected herein.results. See note 2 for further discussion on towers service agreements.
As part of CCIC's strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land interests under the Company's towers. These affiliates then lease the land to the Company. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate. As of December 31, 2018,2019, approximately 35% of the Company's towers were located on land which was controlled by an affiliate. The Company pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers. Rent expense to affiliates totaled $37.4 million, $33.5 million and $31.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.
The Company recorded an equity distribution of $222.5 million, $202.8 million and $211.4 million for the years ended December 31, 2018, 2017 and 2016, 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, CCL. As of December 31, 2018 and 2017, the Company had no material related party assets or liabilities on its consolidated balance sheet.

7.
Income Taxes
For the year ended December 31, 2018, the Company had a provision for income taxes of $0.3 million, which relates to state taxes. For the years ended December 31, 2017 and 2016 the Company had benefits for income taxes of $0.5 million and $0.4 million, respectively, which consisted of the reduction of unrecognized tax benefits as a result of the lapse of the statute of limitations partially offset by state taxes. The Company's effective tax rate for the years ended December 31, 2018, 2017 and 2016 differed from the federal statutory rate predominately due to CCIC's REIT status, including the dividends paid deduction (see notes 1 and 2), and the aforementioned impacts described above.
As of December 31, 2018, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.
From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Company has business operations. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. At this time, CCIC is not subject to an Internal Revenue Service examination.

8.
Commitments and Contingencies
The Company is involved in various claims, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's financial position or results of operations. See note 9 for a discussion of the operating lease commitments.In addition, see note 1 for a discussion of CCIC's option to purchase nearly all of the Company's towers at the end of their respective contract terms. CCIC has no obligation to exercise the purchase option.

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)

Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract or easement termination to remove communications infrastructure or remediate the land upon which communications infrastructure resides. Accretion expense related to liabilities for retirement obligations amounted to $1.9 million, $1.9 million and $1.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018 and 2017, liabilities for retirement obligations amounted to $24.3 million and $22.4 million, respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2018, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $50 million. See note 2.

9.
Operating Leases
Tenant Leases
The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2018. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. As of December 31, 2018, the weighted-average remaining term (calculated by weighting the remaining term for each lease by the related site rental revenue) of tenant leases is approximately six years, exclusive of renewals at the tenant's option. 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.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Tenant leases$437,514
 $442,324
 $442,762
 $428,989
 $295,448
 $970,760
 $3,017,797
Operating Leases
The following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effect as of December 31, 2018. The Company is obligated under non-cancelable operating leases for land interests under nearly all of its towers. The majority of these operating lease agreements have (1) certain termination rights that provide for cancellation after a notice period, (2) multiple renewal options at the Company's option and (3) annual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the tower located on the leased land interest. More than 80% and more than 50% of the Company's sites are under the Company's control for greater than 10 and 20 years, respectively, including renewals at the Company's option. The operating lease payments included in the table below include payments for certain renewal periods at the Company's option that are reasonably assured to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases. See also note 6.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Operating leases$115,277
 $116,971
 $117,823
 $115,852
 $113,946
 $1,355,524
 $1,935,393
Rental expense from operating leases was $123.0 million, $120.0 million and $116.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the tower located on the leased land of $19.7 million, $18.9 million and $18.6 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See note 2 for further discussion.

10.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. See note 2.

GLOBAL SIGNAL ACQUISITIONS II LLC
NOTES TO FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with Sprint, AT&T, T-Mobile and Verizon Wireless that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant contracts with contractually determinable payment terms and proactive management of past due balances. See note 1 for a discussion of the Sprint Sites.
Major Tenants
The following table summarizes the percentage of the Company's revenues for those tenants accounting for more than 10% of the Company's revenues.
 Years Ended December 31,
 2018 2017 2016
Sprint46% 47% 48%
AT&T19% 19% 20%
T-Mobile19% 19% 18%
Verizon Wireless14% 13% 12%
Total98% 98% 98%



PINNACLE TOWERS LLC

Consolidated Financial Statements

Years Ended December 31, 2018, 2017 and 2016



Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Members of
CC Holdings GS V LLC

Opinion on the Financial Statements

We have audited the accompanying consolidatedbalance sheetsof Pinnacle Towers LLCand its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, cash flows and changes in member’s equity for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results ofitsoperations and itscash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits of these consolidatedfinancial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

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


/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 25, 2019

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






PINNACLE TOWERS LLC
CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
 December 31,
 2018 2017
ASSETS   
Current assets:   
Receivables, net of allowance of $962 and $929, respectively$3,444
 $1,617
Prepaid expenses2,474
 2,225
Deferred site rental receivables6,398
 6,210
Other current assets322
 318
Total current assets12,638
 10,370
Deferred site rental receivables79,195
 76,645
Property and equipment, net334,951
 343,426
Goodwill627,345
 627,345
Site rental contracts and tenant relationships, net385,899
 435,656
Other intangible assets, net2,128
 2,374
Long-term prepaid rent and other assets, net6,687
 6,569
Total assets$1,448,843
 $1,502,385
    
LIABILITIES AND EQUITY   
Current liabilities:   
Accounts payable$567
 $658
Deferred revenues4,597
 4,578
Other accrued liabilities2,981
 2,651
Total current liabilities8,145
 7,887
Deferred ground lease payable7,965
 7,710
Above-market leases and other liabilities10,812
 10,570
Total liabilities26,922
 26,167
Commitments and contingencies (note 8)   
Member's equity:   
Member's equity1,421,921
 1,476,218
Accumulated earnings (deficit)
 
Total member's equity1,421,921
 1,476,218
Total liabilities and equity$1,448,843
 $1,502,385

See accompanying notes to consolidated financial statements.



PINNACLE TOWERS LLC
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands of dollars)
 Years Ended December 31,
 2018 2017 2016
      
Site rental revenues$185,346
 $175,942
 $173,896
      
Operating expenses:     
Site rental cost of operations—third parties(a)
34,927
 34,681
 37,129
Site rental cost of operations—related parties(a)
4,800
 4,381
 4,100
Site rental cost of operations—total(a)
39,727
 39,062
 41,229
Management fee—related party13,690
 13,280
 12,880
Asset write-down charges543
 473
 2,669
Depreciation, amortization and accretion77,936
 77,659
 76,640
Total operating expenses131,896
 130,474
 133,418
Operating income (loss)53,450
 45,468
 40,478
Other income (expense)272
 134
 (93)
Income (loss) before income taxes53,722
 45,602
 40,385
Benefit (provision) for income taxes(75) 120
 219
Net income (loss)$53,647
 $45,722
 $40,604
(a)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

See accompanying notes to consolidated financial statements.



PINNACLE TOWERS LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands of dollars)
 Years Ended December 31,
 2018 2017 2016
Cash flows from operating activities:     
Net income (loss)$53,647
 $45,722
 $40,604
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation, amortization and accretion77,936
 77,659
 76,640
Asset write-down charges543
 473
 2,669
Changes in assets and liabilities:     
Increase (decrease) in accounts payable(85) (692) (205)
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities272
 (222) (389)
Decrease (increase) in receivables(1,827) 1,002
 1,082
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent and other assets(3,803) 2,451
 (1,667)
Net cash provided by (used for) operating activities126,683
 126,393
 118,734
Cash flows from investing activities:     
Capital expenditures(18,739) (15,455) (21,209)
Net cash provided by (used for) investing activities(18,739) (15,455) (21,209)
Cash flows from financing activities:     
Distributions to member(107,944) (110,938) (97,525)
Net cash provided by (used for) financing activities(107,944) (110,938) (97,525)
Net increase (decrease) in cash and cash equivalents
 
 
Cash and cash equivalents at beginning of year
 
 
Cash and cash equivalents at end of year$
 $
 $

See accompanying notes to consolidated financial statements.




PINNACLE TOWERS LLC
CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY
(In thousands of dollars)
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, December 31, 2015 $1,540,422
 $57,933
 $1,598,355
Distributions to member (note 6) 
 (97,525) (97,525)
Net income (loss) 
 40,604
 40,604
Balance, December 31, 2016 $1,540,422
 $1,012
 $1,541,434
Distributions to member (note 6) (64,204) (46,734) (110,938)
Net income (loss) 
 45,722
 45,722
Balance, December 31, 2017 $1,476,218
 $
 $1,476,218
Distributions to member (note 6) (54,297) (53,647) (107,944)
Net income (loss) 
 53,647
 53,647
Balance, December 31, 2018 $1,421,921
 $
 $1,421,921



See accompanying notes to consolidated financial statements.


PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands)


1.
Basis of Presentation
The accompanying consolidated financial statements reflect the consolidated financial position, results of operations and cash flows of Pinnacle Towers LLC and its consolidated wholly-owned subsidiaries (collectively, "Company"). The Company is a wholly-owned subsidiary of CC Holdings GS V LLC ("CCL"), which is an indirect, wholly-owned subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC" or "Crown Castle"). All significant inter-company accounts, transactions and profits have been eliminated. As used herein, the term "including," and any variation thereof means "including without limitations." The use of the word "or" herein is not exclusive.
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 United States ("U.S."). The Company's core business is providing access, including space or capacity, to its sites via long-term contracts in various forms, including lease, license and sublease agreements (collectively, "contracts"). The Company's existing customers on its communication infrastructure are referred to herein as "tenants." Management services related to communications towers and other communication sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under a management agreement, as the Company has no employees.
For U.S. federal income tax purposes, CCIC operates as a real estate investment trust ("REIT"), and as its indirect subsidiary, the Company's assets and operations are included in the CCIC REIT. See notes 2 and 7.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure for 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.

2.
Summary of Significant Accounting Policies
Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status or contractual provisions. Additions to the allowance for doubtful accounts are charged to "site rental cost of operations" and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.
Lease Accounting
General. The Company classifies its leases at inception as either operating leases or capital leases. A lease is classified as a capital lease if at least one of the following criteria are met, subject to certain exceptions noted below: (1) the lease transfers ownership of the leased assets to the lessee, (2) there is a bargain purchase option, (3) the lease term is equal to 75% or more of the economic life of the leased assets or (4) the present value of the minimum lease payments equals or exceeds 90% of the fair value of the leased assets.
Lessee. Leases for land are evaluated for capital lease treatment if at least one of the first two criteria mentioned in the immediately preceding paragraph is present relating to the leased assets. When the Company, as lessee, classifies a lease as a capital lease, it records an asset in an amount equal to the present value of the minimum lease payments under the lease at the beginning of the lease term. Applicable operating leases are recognized on a straight-line basis as discussed under "Costs of Operations" below.
Lessor. If the Company is the lessor of leased property that is part of a larger whole (including with respect to a portion of space on a tower) and for which fair value is not objectively determinable, then such lease is accounted for as an operating lease. As applicable, operating leases are recognized on a straight-line basis as discussed under "Revenue Recognition."
Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See also "Recent Accounting Pronouncements Not Yet Adopted" below for further discussion.

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned in fee and perpetual easements for land, which have no definite life. When the Company purchases fee ownership or perpetual easements for the land previously subject to ground lease, the Company reduces the value recorded as land by the amount of any associated deferred ground lease payable or unamortized above-market leases. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of communications infrastructure is generally computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods). Additions, renewals or improvements are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Abandonments and write-offs of property and equipment are recorded to "asset write-down charges" on the Company's consolidated statement of operations and were $0.4 million, $0.4 million and $2.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company records obligations to perform asset retirement activities, including requirements to remove communications infrastructure or remediate the land upon which the Company's communications infrastructure resides. Asset retirement obligations are included in "above-market leases and other liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "depreciation, amortization and accretion" expense on the Company's consolidated statement of operations. The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting units is less than its carrying amount. If it is concluded that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform the two-step goodwill impairment test. The two-step goodwill impairment test begins with a comparison of the estimated fair value of the reporting unit and the carrying value of the reporting unit. The first step, commonly referred to as a "step-one impairment test," is a screen for potential impairment while the second step measures the amount of any impairment if there is an indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate of discounted expected future cash flows of the reporting unit. The Company has one reporting unit for goodwill impairment testing. The Company performed its most recent annual goodwill impairment test as of October 1, 2018, which resulted in no impairments.
Other Intangible Assets
Intangible assets are included in "site rental contracts and tenant relationships, net" and "other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of the following items recorded in conjunction with acquisitions: (1) site rental contracts and tenant relationships or (2) below-market leases for land interests under the acquired towers classified as "other intangible assets, net." The site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing contracts, (2) the expected exercise of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions or (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing contracts.
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company, which is calculated on an individual tenant basis, considering, among other things, the contractual provisions with the tenant and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful life of the site rental contracts and tenant relationships intangible asset is limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and tenant

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


relationships are valued based upon the fair value, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term including exercisable options, the site rental contracts and tenant relationships are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the sites.
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of the site rental contracts and tenant relationships intangible assets. First, the Company pools the site rental contracts and tenant relationships with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company evaluates the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use or eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset.
Above-market Leases
Above-market leases consist of the estimated fair value of above-market leases for land interests under the Company's towers. Above-market leases for land interests are amortized to costs of operations over their respective estimated remaining contract term at the acquisition date.
Revenue Recognition
Site rental revenues from the Company's contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant contract, which generally ranges from five to 15 years, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the contract. The Company's contracts contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the consumer price index ("CPI")). If the payment terms call for fixed escalations, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.The Company's assets related to straight-line site rental revenues are included in "deferred site rental receivables."  Amounts billed or received prior to being earned are deferred and reflected in "deferred revenues" on the Company's consolidated balance sheet.
Costs of Operations
Approximately two-thirds of the Company's site rental cost of operations consists of ground lease expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes or insurance.
Generally, the ground lease agreements are specific to each site, are for an initial term of five years and are renewable for pre-determined periods. The Company also enters into term easements and ground leases in which it prepays the entire term in advance. Ground lease expense is recognized on a ratable basis, regardless of whether the contract payment terms require the Company to make payments annually, quarterly, monthly or for the entire term in advance. The Company's ground leases contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period that equals or exceeds the remaining depreciable life of the communications infrastructure asset. Further, when a tenant has exercisable renewal options that would compel the Company to exercise existing ground lease renewal options, the Company has straight-lined the ground lease expense over a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal options. The Company's policy is to record ground lease agreements with affiliates under the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate.
The Company's non-current liability related to straight-line ground lease expense is included in "deferred ground lease payable" on the Company's consolidated balance sheet. The Company's assets related to prepaid ground leases is included in "prepaid expenses" and "long-term prepaid rent and other assets, net" on the Company's consolidated balance sheet. The Company's current liability related to accrued property taxes is included in "other accrued liabilities" on the Company's consolidated balance sheet and was $1.9 million and $1.6 million as of December 31, 2018 and 2017, respectively.

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


Management Fee
The Company is charged a management fee by CCUSA, a wholly-owned, indirect subsidiary of CCIC, relating to management services, which include those functions reasonably necessary to maintain, market, operate, manage and administer the sites. The management fee is equal to 7.5% of the Company's revenues excluding the revenues related to the accounting for leases with fixed escalators as required by the applicable accounting standards. See note 6.
Income Taxes
CCIC operates as a REIT for U.S. federal income tax purposes. The Company is an indirect subsidiary of CCIC and for U.S. federal income taxes purposes the Company's assets and operations are part of the CCIC REIT. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its taxable income that is currently distributed to its stockholders. CCIC also may be subject to certain federal, state, local and foreign taxes on its income and assets, including (1) taxes on any undistributed income, (2) taxes related to the CCIC's taxable REIT subsidiaries, (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, CCIC could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended to maintain qualification for taxation as a REIT.
Reporting Segments
The Company has one operating segment.
Recently Adopted Accounting Pronouncements
In January 2017, the FASB issued new guidance which clarifies the definition of a business in order to assist companies in evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The Company adopted the guidance on January 1, 2018, and the adoption of this guidance did not have a material impact on its consolidated financial statements.
In May 2014, the FASB released updated guidance regarding the recognition of revenue from contracts with customers not otherwise addressed by specific guidance (commonly referred to as "ASC 606" or "the revenue recognition standard"). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve that core principle, an entity should apply the following steps: (1) identify the contracts with the customer; (2) identify the performance obligations in the contract; (3) determine the contract price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.  This guidance was effective for the Company on January 1, 2018. The Company's site rental revenues are within the scope of lease accounting and were not impacted by this guidance.
Recent Accounting Pronouncements Not Yet Adopted
In February 2016, the FASB issued new guidance on the recognition, measurement, presentation and disclosure of leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. The accounting for lessors remains largely unchanged from existing guidance.
This guidance was effective for, and adopted by, the Company as of January 1, 2019, and is required to be adopted using a modified retrospective approach, which after certain additional updates in July 2018, allows the Company to apply the new guidance either (1) as of the beginning of the earliest period presented, or (2) as of the effective date (i.e., January 1, 2019), without adjusting the comparative periods.
The Company adopted the new guidance 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 guidance did not result in a cumulative-effect adjustment being recognized to the opening balance of retained earnings. The Company elected the package of practical expedients upon adoption and thus will not reassess the classification or lease term of leases existing prior to January 1, 2019.
The Company expects that (1) its lessor and lessee arrangements will continue to be classified as operating leases under the new guidance; (2) this guidance will result in a lease liability (which primarily consist of ground leases under the Company's towers) and a corresponding right-of-use asset; and (3) there will not be a material impact to its consolidated

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


statement of operations and consolidated statement of cash flows. CCIC is in the process of updating certain of its existing information technology systems to integrate the new lease guidance requirements.

3.
Property and Equipment
The major classes of property and equipment are as follows:
 Estimated Useful Lives December 31,
  2018 2017
Land(a)

 $55,642
 $56,195
Towers1-20 years
 548,713
 532,039
Construction in progress
 7,917
 6,196
Total gross property and equipment  612,272
 594,430
Less accumulated depreciation  (277,321) (251,004)
Total property and equipment, net  $334,951
 $343,426
(a)
Includes land owned in fee and perpetual easements.
Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $26.7 million, $26.5 million and $25.6 million, respectively.

4.
Intangible Assets and Above-market Leases
The following is a summary of the Company's intangible assets.
 As of December 31, 2018 As of December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Site rental contracts and tenant relationships$986,601
 $(600,702) $385,899
 $985,741
 $(550,085) $435,656
Other intangible assets6,400
 (4,272) 2,128
 6,463
 (4,089) 2,374
Total$993,001
 $(604,974) $388,027
 $992,204
 $(554,174) $438,030
Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of operations:
 For Years Ended December 31,
 2018 2017 2016
Depreciation, amortization and accretion$50,616
 $50,597
 $50,583
Site rental costs of operations245
 260
 279
Total amortization expense$50,861
 $50,857
 $50,862
The estimated annual amortization expense related to intangible assets (inclusive of those recorded as an increase to "site rental cost of operations") for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$50,859
 $50,833
 $50,816
 $50,804
 $50,803

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


See note 2 for a further discussion of above-market leases for land interests under the Company's towers recorded in connection with acquisitions. For each of the years ended December 31, 2018, 2017 and 2016, the Company recorded $0.3 million as a decrease to "site rental cost of operations." The following is a summary of the Company's above-market leases.
 December 31, 2018 December 31, 2017
 Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value
Above-market leases$8,056
 $(4,646) $3,410
 $8,056
 $(4,327) $3,729
The estimated annual amortization expense related to above-market leases for land interests under the Company's towers for the years ending December 31, 2019 to 2023 is as follows:
 Years Ending December 31,
 2019 2020 2021 2022 2023
Estimated annual amortization$304
 $295
 $290
 $288
 $279

5.Debt
In December 2012, CCL and Crown Castle GS III Corp. (a subsidiary of CCL) issued $1.5 billion aggregate principal amount of senior secured notes ("2012 Secured Notes"), which are guaranteed by certain subsidiaries of CCL, including the Company. In addition, the 2012 Secured Notes are secured on a first priority basis by certain subsidiaries of CCL, including a pledge of the equity interests of the Company. In September 2016, CCIC issued $700 million aggregate principal amount of 2.250% senior unsecured notes. CCIC used a portion of the net proceeds to repay $500 million of the 2012 Secured Notes.
The 2012 Secured Notes do not contain financial maintenance covenants but they do contain restrictive covenants, subject to certain exceptions, related to the Company's ability to incur indebtedness, incur liens, enter into certain mergers or change of control transactions, sell or issue equity interests and enter into related party transactions. With respect to the restriction regarding the issuance of debt, CCL and its subsidiaries including the Company may not issue debt other than (1) certain permitted refinancings of the 2012 Secured Notes, (2) unsecured trade payables in the ordinary course of business and financing of equipment, land or other property up to an aggregate of $100.0 million and (3) unsecured debt or additional notes under the 2012 Secured Notes indenture provided that the Debt to Adjusted Consolidated Cash Flow Ratio (as defined in the indenture governing the 2012 Secured Notes) at the time of incurrence, and after giving effect to such incurrence, would have been no greater than 3.5 to 1. As of December 31, 2018, CCL's Debt to Adjusted Consolidated Cash Flow Ratio was 2.3 to 1, and, as a result, the Company is not restricted in its ability to incur additional indebtedness. Further, the Company is not restricted in its ability to distribute cash to affiliates or issue dividends to its member.

6.
Related Party Transactions
In December 2012, CCL, the Company, and other subsidiaries of CCL entered into a management agreement ("Management Agreement") with CCUSA, which replaced a previous management agreement among the same parties. The Company is charged a management fee by CCUSA under the Management Agreement whereby CCUSA has agreed to employ, supervise and pay at all times a sufficient number of capable employees as may be necessary to perform services in accordance with the operation standards defined in the Management Agreement. CCUSA currently acts as the manager of the majority of the sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company's "Operating Revenue," as defined in the Management Agreement, which are based on the Company’s reported revenues adjusted to exclude certain items including revenues related to the accounting for leases with fixed escalators. The fee is compensation for those functions reasonably necessary to maintain, market, operate, manage and administer the sites, other than the operating expenses, which includes but is not limited to real estate and personal property taxes, ground lease and easement payments, and insurance premiums. In addition, in connection with its role as manager, CCUSA may make certain modifications to the Company's sites. The management fee charged from CCUSA for the years ended December 31, 2018, 2017 and 2016 totaled $13.7 million, $13.3 million and $12.9 million, respectively.
In addition, CCUSA may perform installation services on the Company's towers for which the Company is not a party to any such agreement and for which no operating results are reflected herein.

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


As part of CCIC's strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land interests under the Company's towers. These affiliates then lease the land to the Company. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the contract for the land that existed prior to the purchase of such land by the affiliate. As of December 31, 2018, approximately 15%30% of the Company's towers were located on land which was controlled by an affiliate. Rent expense to affiliates totaled $4.8$43.3 million,, $4.4 $41.0 million and $4.1$36.7 million for the years ended December 31, 2019, 2018 and 2017, and 2016, respectively. TheAlso, the Company receives site rental revenue from affiliates for land owned by the Company on which affiliates have towers and pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers. Rent revenue from affiliates totaled $1.0 million for each of the years ended December 31, 2019, 2018 and 2017.
For the years ended December 31, 2019, 2018 and 2017, and 2016, rent revenue from affiliates totaled $0.9 million, $0.8 million and $0.8 million, respectively.
Thethe Company recorded an equity distributionsdistribution of $107.9$362.8 million, $110.9$368.0 million and $97.5$335.0 million, for the years ended December 31, 2018, 2017 and 2016, 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, CCL. See note 7 for a discussion of the equity contribution related to income taxes. company. As of December 31, 2019 and 2018, other than the amounts of its ROU assets and 2017,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 consolidated balance sheet.

7.8.
Fair Values
The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets (liabilities). See also note 3.
 Level in Fair Value Hierarchy December 31, 2019 December 31, 2018
  
Carrying
 Amount
 
Fair
Value
 
Carrying
 Amount
 
Fair
Value
Assets:         
Cash and cash equivalents1 $20,407
 $20,407
 $18,707
 $18,707
Liabilities:         
Debt2 995,431
 1,046,200
 994,047
 990,600

9.Income Taxes
For each the yearyears ended December 31, 2019 and 2018, the Company had a provision for income taxes of $0.1$0.4 million, which relates toconsisted of state taxes.taxes in both years. For the yearsyear ended December 31, 2017, and 2016, the Company had benefitsa benefit for income taxes of $0.1$0.6 million, and $0.2 million, respectively, which consisted of the reduction of unrecognized tax benefits as a result of the lapse of the statute of limitations.limitations partially offset by state taxes. The Company's effective tax rate for the years ended December 31, 2019, 2018 2017 and 20162017 differed from the federal statutory rate predominately due to CCIC's REIT status, including the dividends paid deduction (see notes 1 and 2),3) and the aforementioned impacts described above.
As of December 31, 2018,2019, there were no unrecognized tax benefits that would impact the effective tax rate, if recognized.
From time to time, the Company is subject to examinations by various tax authorities in jurisdictions in which the Companyit has business operations. At this time, CCIC is not subject to an Internal Revenue Service examination.
The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from these examinations. At this time,in which it has business operations. CCIC is not subject to an Internal Revenue Service examination.

has no uncertain tax positions as of December 31, 2019.
8.
10.
Commitments and Contingencies
The Company is involved in various claims, lawsuits or proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs should not have a material adverse effect on the Company's consolidated financial position or results of operations. See note 911 for a discussion of the operating lease commitments.In addition, see note 1 for a discussion of the CCIC's option to purchase approximately 68% of the Company's towers at the end of their respective lease terms. CCIC has no obligation to exercise the purchase option.
Asset Retirement Obligations
Pursuant to its ground lease and easement agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract or easement termination to remove communications infrastructuresites or remediate the land upon which its communications infrastructuresite resides. Accretion expense related to liabilities for retirement obligations amounted to $0.6$0.5 million, $0.6$0.8 million, and $0.5$0.7 million for the years ended December 31, 2019, 2018 2017 and 2016,2017, respectively. As of December 31, 20182019 and 2017,2018, liabilities for retirement obligations amounted to $7.2$11.4 million and $6.7$10.9 million, respectively, representing the net present value of the estimated expected future cash outlay. As of December 31, 2018,2019, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $65$82.6 million. See note 2.

3.
9.
11.
Operating Leases
Lessor Tenant Leases
The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2018.2019. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's

PINNACLE TOWERS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)


option through the current term. As of December 31, 2018,2019, the weighted-average remaining term (calculated by weighting the remaining term for each lease by the related site rental revenue) of tenant leases is approximately fivesix years, exclusive of renewals

40


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

at the tenant's option. 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.
 Years Ending December 31,
 2020 2021 2022 2023 2024 Thereafter Total
Tenant leases(a)
$674,904
 $674,505
 $661,822
 $525,154
 $472,165
 $1,412,873
 $4,421,423
(a)Inclusive of leases with related parties. See note 7.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Tenant leases$173,358
 $164,918
 $158,707
 $148,486
 $114,345
 $310,935
 $1,070,749
Lessee Operating Leases
The components of the Company's operating lease expense are as follows:
 Year Ended
 December 31, 2019
Lease cost(a):
 
Operating lease expense(b)
$119,775
Variable lease expense(c)
37,054
Total lease expense$156,829
(a)Inclusive of leases with related parties. See note 7.
(b)Represents the Company's operating lease expense related to its ROU assets for the twelve months ended December 31, 2019.
(c)Represents the Company's expense related to contingent payments for operating leases (such as payments based on revenues derived from the sites located on the leased asset) for the twelve months ended December 31, 2019. Such contingencies are recognized as expense in the period they are resolved.
Lessee Finance Leases
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 consolidated balance sheet. See note 1 for further discussion of the Company's prepaid master lease agreements and note 3 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 $978.1 million and $645.6 million, respectively, as of December 31, 2019. For the twelve months ended December 31, 2019, the Company recorded $41.1 million to "Depreciation, amortization and accretion" related to finance leases.
Other Lessee Information
As of December 31, 2019, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 16 years and 4.3%, respectively.
The following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual agreements in effectCompany's maturities of operating lease liabilities as of December 31, 2018. 2019:
 Years Ending December 31,        
 2020 2021 2022 2023 2024 Thereafter Total undiscounted lease payments Less: Imputed interest Total operating lease liabilities
Operating leases(a)(b)
$107,579
 $107,746
 $107,486
 $106,990
 $106,000
 $1,185,872
 $1,721,673
 $(503,212) $1,218,461

(a)Excludes the Company's contingent payments for operating leases (such as payments based on revenues derived from the sites located on the leased asset) as such arrangements are excluded from the Company's operating lease liability. Such contingencies are recognized as expense in the period they are resolved.
(b)Inclusive of leases with related parties. See note 7.
Comparative Information from 2018 Form 10-K
The Company is obligated under non-cancelable operating leases for land interests under approximately 65% of its towers. The majority of these operating lease agreements have (1) certain termination rights that provide for cancellation afteradopted ASC 842 using a notice period, (2) multiple renewal options at the Company's option and (3) annual escalations. Lease agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the tower located on the leased land interest. More than 85% and more than 65%modified retrospective approach as of the Company's sites are undereffective date, without adjusting the Company's control for greater thancomparative periods, and therefore, as required by ASC 842, has included the following comparative information from note 10 and 20 years, respectively, including renewals atto the Company's option.consolidated financial statements in its 2018 Form 10-K.

41


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The operating lease payments included in the table below include payments for certain renewal periods exercisable at the Company's option that are deemed reasonably assured to be exercised and an estimate of contingent payments based on revenues and gross margins derived from existing tenant leases. See also note 6.
 Years Ending December 31,
 2019 2020 2021 2022 2023 Thereafter Total
Operating leases$24,418
 $24,094
 $23,659
 $23,476
 $23,478
 $289,082
 $408,207
 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
Rental expense from operating leases was $26.2 million, $25.8 million and $25.8 million for the years ended December 31, 2018, 2017 and 2016, respectively. The rental expense was inclusive of contingent payments based on revenues or gross margin derived from the tower located on the leased land of $9.7 million, $9.5 million and $9.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Effective January 1, 2019, the Company adopted new lease accounting guidance on the recognition, measurement, presentation and disclosure of leases. See note 2 for further discussion.

(a)Inclusive of leases with related parties. See note 7.
10.12.
Concentration of Credit Risk
The financial instrumentFinancial instruments that potentially subjectssubject the Company to concentrations of credit risk isare primarily cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. See note 3.
The Company derives the largest portion of its revenues from tenants in the wireless industry. The Company also has a concentration in its volume of business with Sprint, AT&T, Sprint, T-Mobile and Verizon Wireless that accounts for a significant portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring the creditworthiness of its tenants, the use of tenant contractsleases with contractually determinable payment terms andor proactive management of past due balances.
Major Tenants
The following table summarizes the percentage of the Company'sconsolidated revenues for those tenants accounting for more than 10% of the Company'sconsolidated revenues. The table below gives effect to the Historical Adjustments, as discussed in note 2.
 Years Ended December 31,
 2019 2018 2017
   (As Restated)
Sprint33% 35% 36%
AT&T 
22% 20% 20%
T-Mobile 
20% 19% 19%
Verizon Wireless15% 15% 14%
Total90% 89% 89%

13.Supplemental Cash Flow Information
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2019, 2018 and 2017.
 For Years Ended December 31,
 2019 2018 2017
Supplemental disclosure of cash flow information:     
Cash payments related to operating lease liabilities(a)(b)(c)
$105,933
 $
 $
Interest paid$38,490
 $38,490
 $38,490
Supplemental disclosure of non-cash operating, investing and financing activities:     
New ROU assets obtained in exchange for operating lease liabilities(b)(c)
$101,884
 $
 $
(a)Excludes the Company's contingent payments pursuant to operating leases, which are recorded as expense in the period such contingencies are resolved.
(b)
See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.
(c)Inclusive of leases with related parties. See note 7.
14.Quarterly Financial Information (Unaudited)
Quarterly financial information for the years ended December 31, 2019 and 2018 is summarized in the table below. The tables below give effect to the Historical Adjustments, where applicable, as discussed in note 2.
 Years Ended December 31,
 2018 2017 2016
AT&T21% 19% 20%
Sprint16% 17% 17%
T-Mobile17% 17% 16%
Verizon Wireless14% 13% 13%
Total68% 66% 66%
 
Three Months Ended(a)
 December 31 September 30 June 30 March 31
   (As Restated)
2019:       
Total site rental revenues$184,864
 $185,181
 $180,953
 $179,493
Operating income (loss)69,803
 71,403
 67,394
 67,708
Benefit (provision) for income taxes(119) (102) (107) (98)
Net income (loss)$59,940
 $61,492
 $57,607
 $57,638
 
Three Months Ended(a)
 December 31 September 30 June 30 March 31
 (As Restated)
2018:       
Total site rental revenues$179,306
 $175,954
 $174,660
 $173,061
Operating income (loss)67,275
 64,284
 62,491
 61,561
Benefit (provision) for income taxes(137) (93) (93) (93)
Net income (loss)$57,303
 $54,312
 $52,470
 $51,432
(a)The sum of quarterly information may not agree to year-to-date information due to rounding.
Restatement of Previously Issued Quarterly Unaudited Financial Information
The following tables represent the Company’s restatement of previously issued unaudited quarterly financial information for each of the applicable interim periods during the nine months ended September 30, 2019 and twelve months ended December 31, 2018. The amounts previously issued were derived from the Company’s respective Quarterly Reports on Form 10-Q, and, for the fourth quarter of 2018, from its 2018 Annual Report on Form 10-K. As discussed in note 2, the following tables reflect the impact of the Historical Adjustments, where applicable, on each interim period below. The sum of the quarterly information may not agree to year-to-date information due to rounding.

42


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

Condensed Consolidated Balance Sheet
 September 30, 2019 June 30, 2019 March 31, 2019
 (As Restated)
ASSETS     
Current assets:     
Cash and cash equivalents$18,486
 $17,679
 $17,710
Receivables, net of allowance2,348
 1,730
 2,811
Prepaid expenses(a)
14,883
 18,186
 11,569
Deferred site rental receivables and other current assets28,413
 29,793
 28,917
Total current assets64,130
 67,388
 61,007
Deferred site rental receivables352,984
 348,047
 345,000
Property and equipment, net1,008,702
 1,008,991
 1,005,579
Operating lease right-of-use assets(a)
1,135,264
 1,104,505
 1,094,798
Goodwill1,338,730
 1,338,730
 1,338,730
Other intangible assets, net(a)
707,376
 735,797
 764,217
Long-term prepaid rent and other assets, net(a)
1,878
 1,930
 2,177
Total assets$4,609,064
 $4,605,388
 $4,611,508
LIABILITIES AND EQUITY     
Current liabilities:     
Accounts payable$2,164
 $6,404
 $1,601
Accrued interest17,748
 8,126
 17,748
Deferred revenues(b)
66,933
 63,973
 61,770
Other accrued liabilities(a)
7,484
 7,722
 10,409
Current portion of operating lease liabilities - third parties(a)
38,176
 35,512
 37,662
Current portion of operating lease liabilities - related parties(a)
16,397
 16,137
 18,072
Total current liabilities148,902
 137,874
 147,262
Debt995,085
 994,739
 994,393
Operating lease liabilities - third parties(a)
827,253
 804,386
 795,388
Operating lease liabilities - related parties(a)
319,472
 314,291
 309,975
Other long-term liabilities(a)(b)
200,648
 197,241
 193,126
Total liabilities2,491,360
 2,448,531
 2,440,144
Commitments and contingencies (see note 10)     
Member's equity:     
Member's equity2,117,704
 2,156,857
 2,171,364
Accumulated earnings (deficit)
 
 
Total member's equity2,117,704
 2,156,857
 2,171,364
Total liabilities and equity$4,609,064
 $4,605,388
 $4,611,508
(a)
See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.
(b)Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.

43


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 September 30, 2018 June 30, 2018 March 31, 2018
 (As Restated)
ASSETS     
Current assets:     
Cash and cash equivalents$24,236
 $21,655
 $28,488
Receivables, net of allowance2,740
 2,350
 2,744
Prepaid expenses(a)
28,615
 27,444
 19,305
Deferred site rental receivables and other current assets25,739
 39,928
 29,478
Total current assets81,330
 91,377
 80,015
Deferred site rental receivables341,633
 325,070
 331,907
Property and equipment, net1,014,028
 1,017,638
 1,024,460
Goodwill1,338,730
 1,338,730
 1,338,730
Other intangible assets, net(a)
836,156
 864,946
 893,735
Long-term prepaid rent and other assets, net(a)
39,252
 38,999
 38,789
Total assets$3,651,129
 $3,676,760
 $3,707,636
LIABILITIES AND EQUITY     
Current liabilities:     
Accounts payable$2,325
 $2,443
 $1,738
Accrued interest17,748
 8,126
 17,748
Deferred revenues(b)
57,765
 54,945
 52,855
Other accrued liabilities(a)
8,835
 9,584
 12,589
Total current liabilities86,673
 75,098
 84,930
Debt993,701
 993,355
 993,009
Deferred ground lease payable(a)
111,856
 110,349
 109,040
Other long-term liabilities(a)(b)
207,270
 205,835
 206,141
Total liabilities1,399,500
 1,384,637
 1,393,120
Commitments and contingencies (see note 10)     
Member's equity:     
Member's equity2,251,629
 2,292,123
 2,314,516
Accumulated earnings (deficit)
 
 
Total member's equity2,251,629
 2,292,123
 2,314,516
Total liabilities and equity$3,651,129
 $3,676,760
 $3,707,636
(a)
See "Recently Adopted Accounting Pronouncements" in note 3 for a discussion of the recently adopted lease standard.
(b)Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.

44


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated balance sheet for each period presented. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals.
 September 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,015,632
 $(4,140) $(2,790) $1,008,702
Total assets4,615,994
 (4,140) (2,790) 4,609,064
LIABILITIES AND EQUITY      

Current liabilities:      

Deferred revenues(a)
13,390
 53,543
 
 66,933
Total current liabilities95,359
 53,543
 
 148,902
Other long-term liabilities(a)
35,618
 165,030
 
 200,648
Total liabilities2,272,787
 218,573
 
 2,491,360
Member's equity:      

Member's equity2,343,207
 (222,713) (2,790) 2,117,704
Total member's equity2,343,207
 (222,713) (2,790) 2,117,704
Total liabilities and equity$4,615,994
 $(4,140) $(2,790) $4,609,064
 June 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,016,024
 $(4,288) $(2,745) $1,008,991
Total assets4,612,421
 (4,288) (2,745) 4,605,388
LIABILITIES AND EQUITY       
Current liabilities:       
Deferred revenues(a)
12,347
 51,626
 
 63,973
Total current liabilities86,248
 51,626
 
 137,874
Other long-term liabilities(a)
35,001
 162,240
 
 197,241
Total liabilities2,234,665
 213,866
 
 2,448,531
Member's equity:       
Member's equity2,377,756
 (218,154) (2,745) 2,156,857
Total member's equity2,377,756
 (218,154) (2,745) 2,156,857
Total liabilities and equity$4,612,421
 $(4,288) $(2,745) $4,605,388
(a)Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.

45


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 March 31, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,012,769
 $(4,436) $(2,754) $1,005,579
Total assets4,618,698
 (4,436) (2,754) 4,611,508
LIABILITIES AND EQUITY       
Current liabilities:       
Deferred revenues(a)
12,436
 49,334
 
 61,770
Total current liabilities97,928
 49,334
 
 147,262
Other long-term liabilities(a)
34,342
 158,784
 
 193,126
Total liabilities2,232,026
 208,118
 
 2,440,144
Member's equity:       
Member's equity2,386,672
 (212,554) (2,754) 2,171,364
Total member's equity2,386,672
 (212,554) (2,754) 2,171,364
Total liabilities and equity$4,618,698
 $(4,436) $(2,754) $4,611,508
 September 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,021,517
 $(4,740) $(2,749) $1,014,028
Total assets3,658,618
 (4,740) (2,749) 3,651,129
LIABILITIES AND EQUITY       
Current liabilities:       
Deferred revenues(a)
11,709
 46,056
 
 57,765
Total current liabilities40,617
 46,056
 
 86,673
Above-market leases and other long-term liabilities(a)
49,936
 157,334
 
 207,270
Total liabilities1,196,110
 203,390
 
 1,399,500
Member's equity:       
Member's equity2,462,508
 (208,130) (2,749) 2,251,629
Total member's equity2,462,508
 (208,130) (2,749) 2,251,629
Total liabilities and equity$3,658,618
 $(4,740) $(2,749) $3,651,129
 June 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,025,250
 $(4,897) $(2,715) $1,017,638
Total assets3,684,372
 (4,897) (2,715) 3,676,760
LIABILITIES AND EQUITY       
Current liabilities:       
Deferred revenues(a)
12,043
 42,902
 
 54,945
Total current liabilities32,196
 42,902
 
 75,098
Above-market leases and other long-term liabilities(a)
49,688
 156,147
 
 205,835
Total liabilities1,185,588
 199,049
 
 1,384,637
Member's equity:       
Member's equity2,498,784
 (203,946) (2,715) 2,292,123
Total member's equity2,498,784
 (203,946) (2,715) 2,292,123
Total liabilities and equity$3,684,372
 $(4,897) $(2,715) $3,676,760
(a)Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.

46


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 March 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
ASSETS       
Property and equipment, net$1,032,214
 $(5,054) $(2,700) $1,024,460
Total assets3,715,390
 (5,054) (2,700) 3,707,636
LIABILITIES AND EQUITY       
Current liabilities:       
Deferred revenues(a)
11,929
 40,926
 
 52,855
Total current liabilities44,004
 40,926
 
 84,930
Above-market leases and other long-term liabilities(a)
49,456
 156,685
 
 206,141
Total liabilities1,195,509
 197,611
 
 1,393,120
Member's equity:       
Member's equity2,519,881
 (202,665) (2,700) 2,314,516
Total member's equity2,519,881
 (202,665) (2,700) 2,314,516
Total liabilities and equity$3,715,390
 $(5,054) $(2,700) $3,707,636
(a)Reflects the recording of deferred revenues in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers . The Company receives no cash from, and is not party to, such transactions.
Condensed Consolidated Statement of Operations
 September 30, 2019 June 30, 2019 March 31, 2019
 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended
 (As Restated)
Site rental revenues:         
Revenues from tenant contracts$171,745
 $507,256
 $168,189
 $335,511
 $167,322
Amortization of tower installations and modifications(a)
13,436
 38,371
 12,764
 24,935
 12,171
Total site rental revenues185,181

545,627

180,953

360,446

179,493
Operating expenses:         
Site rental costs of operations—third parties(b)
38,406
 114,212
 38,524
 75,806
 37,282
Site rental costs of operations—related parties(b)
10,880
 32,210
 10,721
 21,330
 10,609
Site rental costs of operations—total(b)
49,286
 146,422
 49,245
 97,136
 47,891
Management fee—related party12,611
 37,238
 12,503
 24,627
 12,124
Asset write-down charges
 375
 185
 375
 190
Depreciation, amortization and accretion51,881
 155,087
 51,626
 103,206
 51,580
Total operating expenses113,778
 339,122
 113,559
 225,344
 111,785
Operating income (loss)71,403
 206,505
 67,394
 135,102
 67,708
Interest expense and amortization of deferred financing costs(9,969) (29,906) (9,968) (19,937) (9,969)
Other income (expense)160
 445
 288
 285
 (3)
Income (loss) before income taxes61,594
 177,044
 57,714
 115,450
 57,736
Benefit (provision) for income taxes(102) (307) (107) (205) (98)
Net income (loss)$61,492
 $176,737
 $57,607
 $115,245
 $57,638
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions
(b)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

47


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018
 Three Months Ended Three Months Ended Nine Months Ended Three Months Ended Six Months Ended Three Months Ended
 (As Restated)
Site rental revenues:           
Revenues from tenant contracts$167,332
 $165,108
 $492,158
 $164,056
 $327,050
 $162,994
Amortization of tower installations and modifications(a)
11,974
 10,846
 31,517
 10,604
 20,671
 10,067
Total site rental revenues179,306

175,954

523,675

174,660

347,721

173,061
Operating expenses:           
Site rental costs of operations—third parties(b)
36,270
 37,616
 112,469
 38,355
 75,862
 37,507
Site rental costs of operations—related parties(b)
11,512
 10,163
 30,478
 9,700
 19,306
 9,606
Site rental costs of operations—total(b)
47,782
 47,779
 142,947
 48,055
 95,168
 47,113
Management fee—related party12,293
 12,207
 36,227
 12,031
 24,020
 11,989
Asset write-down charges249
 
 344
 
 344
 344
Depreciation, amortization and accretion51,707
 51,684
 155,821
 52,083
 104,137
 52,054
Total operating expenses112,031
 111,670
 335,339
 112,169
 223,669
 111,500
Operating income (loss)67,275
 64,284
 188,336
 62,491
 124,052
 61,561
Interest expense and amortization of deferred financing costs(9,968) (9,969) (29,906) (9,968) (19,937) (9,969)
Other income (expense)133
 90
 63
 40
 (27) (67)
Income (loss) before income taxes57,440
 54,405
 158,493
 52,563
 104,088
 51,525
Benefit (provision) for income taxes(137) (93) (279) (93) (186) (93)
Net income (loss)$57,303
 $54,312
 $158,214
 $52,470
 $103,902
 $51,432
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions
(b)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.
The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated statement of operations for each period presented. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals.
 Nine Months Ended September 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$507,256
 $
 $
 $507,256
Amortization of tower installations and modifications(a)

 38,371
 
 38,371
Total site rental revenues507,256

38,371


 545,627
Operating expenses:      

Depreciation, amortization and accretion157,436
 (2,208) (141) 155,087
Total operating expenses341,471
 (2,208) (141) 339,122
Operating income (loss)165,785

40,579

141
 206,505
Income (loss) before income taxes136,324
 40,579
 141
 177,044
Net income (loss)$136,017
 $40,579
 $141
 $176,737
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions

48


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 Three Months Ended September 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$171,745
 $
 $
 $171,745
Amortization of tower installations and modifications(a)

 13,436
 
 13,436
Total site rental revenues171,745

13,436


 185,181
Operating expenses:       
Depreciation, amortization and accretion52,665
 (736) (48) 51,881
Total operating expenses114,562
 (736) (48) 113,778
Operating income (loss)57,183

14,172

48
 71,403
Income (loss) before income taxes47,374
 14,172
 48
 61,594
Net income (loss)$47,272
 $14,172
 $48
 $61,492
 Six Months Ended June 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$335,511
 $
 $
 $335,511
Amortization of tower installations and modifications(a)

 24,935
 
 24,935
Total site rental revenues335,511

24,935


 360,446
Operating expenses:       
Depreciation, amortization and accretion104,771
 (1,472) (93) 103,206
Total operating expenses226,909
 (1,472) (93) 225,344
Operating income (loss)108,602

26,407

93
 135,102
Income (loss) before income taxes88,950
 26,407
 93
 115,450
Net income (loss)$88,745
 $26,407
 $93
 $115,245
 Three Months Ended June 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$168,189
 $
 $
 $168,189
Amortization of tower installations and modifications(a)

 12,764
 
 12,764
Total site rental revenues168,189

12,764


 180,953
Operating expenses:       
Depreciation, amortization and accretion52,409
 (736) (47) 51,626
Total operating expenses114,342
 (736) (47) 113,559
Operating income (loss)53,847

13,500

47
 67,394
Income (loss) before income taxes44,167
 13,500
 47
 57,714
Net income (loss)$44,060
 $13,500
 $47
 $57,607
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions

49


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 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 revenues167,322

12,171


 179,493
Operating expenses:       
Depreciation, amortization and accretion52,362
 (736) (46) 51,580
Total operating expenses112,567
 (736) (46) 111,785
Operating income (loss)54,755

12,907

46
 67,708
Income (loss) before income taxes44,783
 12,907
 46
 57,736
Net income (loss)$44,685
 $12,907
 $46
 $57,638
 Three Months Ended December 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$167,332
 $
 $
 $167,332
Amortization of tower installations and modifications(a)

 11,974
 
 11,974
Total site rental revenues167,332

11,974


 179,306
Operating expenses:       
Depreciation, amortization and accretion52,307
 (555) (45) 51,707
Total operating expenses112,631
 (555) (45) 112,031
Operating income (loss)54,701

12,529

45
 67,275
Income (loss) before income taxes44,866
 12,529
 45
 57,440
Net income (loss)$44,729
 $12,529
 $45
 $57,303
 Nine Months Ended September 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$492,158
 $
 $
 $492,158
Amortization of tower installations and modifications(a)

 31,517
 
 31,517
Total site rental revenues492,158

31,517


 523,675
Operating expenses:       
Depreciation, amortization and accretion157,765
 (1,812) (132) 155,821
Total operating expenses337,283
 (1,812) (132) 335,339
Operating income (loss)154,875

33,329

132
 188,336
Income (loss) before income taxes125,032
 33,329
 132
 158,493
Net income (loss)$124,753
 $33,329
 $132
 $158,214
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions

50


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 Three Months Ended September 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$165,108
 $
 $
 $165,108
Amortization of tower installations and modifications(a)

 10,846
 
 10,846
Total site rental revenues165,108

10,846


 175,954
Operating expenses:       
Depreciation, amortization and accretion52,333
 (604) (45) 51,684
Total operating expenses112,319
 (604) (45) 111,670
Operating income (loss)52,789

11,450

45
 64,284
Income (loss) before income taxes42,910
 11,450
 45
 54,405
Net income (loss)$42,817
 $11,450
 $45
 $54,312
 Six Months Ended June 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$327,050
 $
 $
 $327,050
Amortization of tower installations and modifications(a)

 20,671
 
 20,671
Total site rental revenues327,050

20,671


 347,721
Operating expenses:       
Depreciation, amortization and accretion105,432
 (1,208) (87) 104,137
Total operating expenses224,964
 (1,208) (87) 223,669
Operating income (loss)102,086

21,879

87
 124,052
Income (loss) before income taxes82,122
 21,879
 87
 104,088
Net income (loss)$81,936
 $21,879
 $87
 $103,902
 Three Months Ended June 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$164,056
 $
 $
 $164,056
Amortization of tower installations and modifications(a)

 10,604
 
 10,604
Total site rental revenues164,056

10,604


 174,660
Operating expenses:       
Depreciation, amortization and accretion52,731
 (604) (44) 52,083
Total operating expenses112,817
 (604) (44) 112,169
Operating income (loss)51,239

11,208

44
 62,491
Income (loss) before income taxes41,311
 11,208
 44
 52,563
Net income (loss)$41,218
 $11,208
 $44
 $52,470
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions

51


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 Three Months Ended March 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Site rental revenues:       
Revenues from tenant contracts$162,994
 $
 $
 $162,994
Amortization of tower installations and modifications(a)

 10,067
 
 10,067
Total site rental revenues162,994

10,067


 173,061
Operating expenses:       
Depreciation, amortization and accretion52,701
 (604) (43) 52,054
Total operating expenses112,147
 (604) (43) 111,500
Operating income (loss)50,847

10,671

43
 61,561
Income (loss) before income taxes40,811
 10,671
 43
 51,525
Net income (loss)$40,718
 $10,671
 $43
 $51,432
(a)Represents the amortization of deferred revenues recorded in connection with the CCIC transactions described in note 2 that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions
Condensed Consolidated Statement of Cash Flows
 September 30, 2019 June 30, 2019 March 31, 2019
 Nine Months Ended Six Months Ended Three Months Ended
 (As Restated)
Cash flows from operating activities(a):
     
Net income (loss)$176,737
 $115,245
 $57,638
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation, amortization and accretion155,087
 103,206
 51,580
Amortization of deferred financing costs1,038
 692
 346
Asset write-down charges375
 375
 190
Changes in assets and liabilities:     
Increase (decrease) in accrued interest9,622
 
 9,622
Increase (decrease) in accounts payable(3,844) 605
 (32)
Increase (decrease) in other liabilities15,477
 9,473
 5,968
Decrease (increase) in receivables1,978
 2,597
 1,516
Decrease (increase) in other asset(14,256) (14,277) (3,675)
Net cash provided by (used for) operating activities342,214
 217,916
 123,153
Cash flows from investing activities(a):
     
Capital expenditures(64,204) (41,358) (18,678)
Net cash provided by (used for) investing activities(64,204) (41,358) (18,678)
Cash flows from financing activities(a):
     
Distributions to member(278,231) (177,586) (105,472)
Net cash provided by (used for) financing activities(278,231) (177,586) (105,472)
Net increase (decrease) in cash and cash equivalents(221) (1,028) (997)
Cash and cash equivalents at beginning of year18,707
 18,707
 18,707
Cash and cash equivalents at end of year$18,486
 $17,679
 $17,710
(a)The Company receives no cash from, and is not party to, the CCIC transactions described in note 2. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.



52


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 September 30, 2018 June 30, 2018 March 31, 2018
 Nine Months Ended Six Months Ended Three Months Ended
 (As Restated)
Cash flows from operating activities(a)
:
     
Net income (loss)$158,214
 $103,902
 $51,432
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation, amortization and accretion155,821
 104,137
 52,054
Amortization of deferred financing costs1,038
 692
 346
Asset write-down charges344
 344
 344
Changes in assets and liabilities:     
Increase (decrease) in accrued interest9,622
 
 9,622
Increase (decrease) in accounts payable500
 449
 (171)
Increase (decrease) in other liabilities10,826
 6,020
 6,107
Decrease (increase) in receivables(158) 231
 (163)
Decrease (increase) in other assets(12,505) (9,155) 1,485
Net cash provided by (used for) operating activities323,702
 206,620
 121,056
Cash flows from investing activities(a)
:
     
Capital expenditures(51,995) (32,300) (14,766)
Net cash provided by (used for) investing activities(51,995) (32,300) (14,766)
Cash flows from financing activities(a):
     
Distributions to member(278,242) (183,436) (108,573)
Net cash provided by (used for) financing activities(278,242) (183,436) (108,573)
Net increase (decrease) in cash and cash equivalents(6,535) (9,116) (2,283)
Cash and cash equivalents at beginning of year30,771
 30,771
 30,771
Cash and cash equivalents at end of year$24,236
 $21,655
 $28,488
(a)The Company receives no cash from, and is not party to, the CCIC transactions described in note 2. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.



53


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

The following tables illustrate the Historical Adjustments, where applicable, on the Company’s condensed consolidated statement of cash flows for each period. Only line items impacted by the Historical Adjustments are presented, and as such, components will not sum to totals.
 Nine Months Ended September 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$136,017
 $40,579
 $141
 $176,737
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion157,436
 (2,208) (141) 155,087
Changes in assets and liabilities:      

Increase (decrease) in other liabilities1,617
 13,860
 
 15,477
Net cash provided by (used for) operating activities289,983
 52,231
 
 342,214
Cash flows from investing activities(a):
      

Capital expenditures(64,403) 
 199
 (64,204)
Net cash provided by (used for) investing activities(64,403) 
 199
 (64,204)
Cash flows from financing activities(a):
      

Distributions to member(225,801) (52,231) (199) (278,231)
Net cash provided by (used for) financing activities(225,801) (52,231) (199) (278,231)
Net increase (decrease) in cash and cash equivalents(221) 
 
 (221)
Cash and cash equivalents at beginning of year18,707
 
 
 18,707
Cash and cash equivalents at end of year$18,486
 $
 $
 $18,486
 Six Months Ended June 30, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$88,745
 $26,407
 $93
 $115,245
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion104,771
 (1,472) (93) 103,206
Changes in assets and liabilities:      

Increase (decrease) in other liabilities908
 8,565
 
 9,473
Net cash provided by (used for) operating activities184,416
 33,500
 
 217,916
Cash flows from investing activities(a):
      

Capital expenditures(41,464) 
 106
 (41,358)
Net cash provided by (used for) investing activities(41,464) 
 106
 (41,358)
Cash flows from financing activities(a):
      

Distributions to member(143,980) (33,500) (106) (177,586)
Net cash provided by (used for) financing activities(143,980) (33,500) (106) (177,586)
Net increase (decrease) in cash and cash equivalents(1,028) 
 
 (1,028)
Cash and cash equivalents at beginning of year18,707
 
 
 18,707
Cash and cash equivalents at end of year$17,679
 $
 $
 $17,679
(a)The Company receives no cash from, and is not party to, the CCIC transactions described in note 2. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.



54


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 Three Months Ended March 31, 2019
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$44,685
 $12,907
 $46
 $57,638
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion52,362
 (736) (46) 51,580
Changes in assets and liabilities:      

Increase (decrease) in other liabilities3,738
 2,230
 
 5,968
Net cash provided by (used for) operating activities108,752
 14,401
 
 123,153
Cash flows from investing activities(a):
      

Capital expenditures(18,745) 
 67
 (18,678)
Net cash provided by (used for) investing activities(18,745) 
 67
 (18,678)
Cash flows from financing activities(a):
      

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 year18,707
 
 
 18,707
Cash and cash equivalents at end of year$17,710
 $
 $
 $17,710
 Nine Months Ended September 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$124,753
 $33,329
 $132
 $158,214
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion157,765
 (1,812) (132) 155,821
Changes in assets and liabilities:      

Increase (decrease) in other liabilities3,009
 7,817
 
 10,826
Net cash provided by (used for) operating activities284,368
 39,334
 
 323,702
Cash flows from investing activities(a):
      

Capital expenditures(52,187) 
 192
 (51,995)
Net cash provided by (used for) investing activities(52,187) 
 192
 (51,995)
Cash flows from financing activities(a):
      

Distributions to member(238,716) (39,334) (192) (278,242)
Net cash provided by (used for) financing activities(238,716) (39,334) (192) (278,242)
Net increase (decrease) in cash and cash equivalents(6,535) 
 
 (6,535)
Cash and cash equivalents at beginning of year30,771
 
 
 30,771
Cash and cash equivalents at end of year$24,236
 $
 $
 $24,236
(a)The Company receives no cash from, and is not party to, the CCIC transactions described in note 2. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.



55


CC HOLDINGS GS V LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands)

 Six Months Ended June 30, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$81,936
 $21,879
 $87
 $103,902
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion105,432
 (1,208) (87) 104,137
Changes in assets and liabilities:      

Increase (decrease) in other liabilities2,992
 3,028
 
 6,020
Net cash provided by (used for) operating activities182,921
 23,699
 
 206,620
Cash flows from investing activities(a):
      

Capital expenditures(32,414) 
 114
 (32,300)
Net cash provided by (used for) investing activities(32,414) 
 114
 (32,300)
Cash flows from financing activities(a):
      

Distributions to member(159,623) (23,699) (114) (183,436)
Net cash provided by (used for) financing activities(159,623) (23,699) (114) (183,436)
Net increase (decrease) in cash and cash equivalents(9,116) 
 
 (9,116)
Cash and cash equivalents at beginning of year30,771
 
 
 30,771
Cash and cash equivalents at end of year$21,655
 $
 $
 $21,655
 Three Months Ended March 31, 2018
 As Reported Restatement Adjustments Other Adjustments As Restated
Cash flows from operating activities(a):
       
Net income (loss)$40,718
 $10,671
 $43
 $51,432
Adjustments to reconcile net income (loss) to net cash provided by operating activities:       
Depreciation, amortization and accretion52,701
 (604) (43) 52,054
Changes in assets and liabilities:       
Increase (decrease) in other liabilities4,964
 1,143
 
 6,107
Net cash provided by (used for) operating activities109,846
 11,210
 
 121,056
Cash flows from investing activities(a):
       
Capital expenditures(14,821) 
 55
 (14,766)
Net cash provided by (used for) investing activities(14,821) 
 55
 (14,766)
Cash flows from financing activities(a):
       
Distributions to member(97,308) (11,210) (55) (108,573)
Net cash provided by (used for) financing activities(97,308) (11,210) (55) (108,573)
Net increase (decrease) in cash and cash equivalents(2,283) 
 
 (2,283)
Cash and cash equivalents at beginning of year30,771
 
 
 30,771
Cash and cash equivalents at end of year$28,488
 $
 $
 $28,488
(a)The Company receives no cash from, and is not party to, the CCIC transactions described in note 2. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and as such, the amounts have been recorded as fixed assets (in the form of permanent improvements) and deferred revenues.
Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

56


Item 9A.    Controls and Procedures
(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
In connection with the preparation of this Form 10-K, as of December 31, 2019, the Company's management conducted an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")). Based upon their evaluation, the CEO and CFO concluded that as of December 31, 2019, due to the existence of the material weakness in the Company's internal control over financial reporting described below, the Company's disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of the Company's CEO and CFO, management assessed the effectiveness of the Company's internal control over financial reporting based on the framework described in "Internal Control – Integrated Framework (2013)," issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2019. Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting was not effective as of December 31, 2019 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles due to the material weakness described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
Management has concluded that a material weakness existed in the Company’s internal control over financial reporting as of December 31, 2019, as it did not effectively design and maintain controls related to the accounting for tower installation services and modifications. Specifically, the Company did not have controls in place to identify lease components and account for the related deferred revenue within the Company’s agreements for tower installation services and modifications. In addition, the Company did not design and maintain effective controls to verify the accuracy of capital expenditures made for permanent improvements associated with tower installation services.
These control deficiencies resulted in the restatement of the Company's consolidated financial statements for the years ended December 31, 2018 and 2017 and each of the interim and annual periods in the year ended December 31, 2018 and first three quarters for the year ended December 31, 2019, and immaterial adjustments to property and equipment and operating expenses in the fourth quarter ended December 31, 2019. Additionally, these control deficiencies could result in misstatements of the annual or interim consolidated financial statements that would result in a material misstatement that would not be prevented or detected.
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in Form 10-K.

(c) Remediation of Material Weakness
S-45Management 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.
(d) Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
(e) Limitations on the Effectiveness of Controls
Because of its inherent limitations, the Company's internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Item 9B.    Other Information
None.

58



PART III

59



Item 14.    Principal Accounting Fees and Services
As an indirect wholly owned subsidiary of CCIC, our principal accounting fees and services are subject to CCIC's Audit Committee pre-approval procedures described in its proxy statement. This proxy statement is posted on CCIC's website at http://investor.crowncastle.com). Other than these procedures, the information contained on that website is not incorporated by reference in this Form 10-K. During 2019, all services provided by the external auditor were pre-approved by CCIC's Audit Committee in accordance with such policies.
Fees for professional services provided by our auditors include the following:
 2019 2018
Audit fees(a)
$298,000
 $258,000
Audit-related fees
 
Tax fees
 
All other fees
 
Total$298,000
 $258,000
(a)Audit fees principally includes audit and review of financial statements and subsidiary audits, and consents.

60



PART IV
Item 15.    Exhibits, Financial Statement Schedules
(a)(1) Financial Statements:
The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page 18.
(a)(2) Financial Statement Schedules:
Schedule II—Valuation and Qualifying Accounts.
Schedule III—Schedule of Real Estate and Accumulated Depreciation.
All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Form 10-K.
(a)(3) Exhibits:
Exhibit Index

    Incorporated by Reference
Exhibit
Number
 Exhibit Description Form File Number Date of Filing Exhibit Number
3.1  S-4 333-187970 April 17, 2013 3.1
3.2 

 S-4 333-187970 April 17, 2013 3.2
4.1  8-K 001-16441 December 28, 2012 4.1
4.2  S-4 333-187970 April 17, 2013 4.2
10.1  8-K 001-32168 February 17, 2005 10.1
10.2 

 8-K 
001-32168

 May 27, 2005 10.1
10.3 

 8-K 
001-32168

 May 27, 2005 10.2
10.4 

 8-K 
001-32168

 May 27, 2005 10.3
10.5 

 8-K 
001-32168

 May 27, 2005 10.4


    Incorporated by Reference
Exhibit
Number
 Exhibit Description Form File Number Date of Filing Exhibit Number
10.6 

 8-K 
001-32168

 May 27, 2005 10.5
10.7 

 8-K 
001-32168

 May 27, 2005 10.6
10.8 

 S-4 333-187970 April 17, 2013 10.8
10.9  8-K 
001-16441

 December 28, 2012 10.2
22*     
24* Power of Attorney (included on signature page of this annual report)    
31.1*     
31.2*     
32.1**     
101* The following financial statements from CC Holdings GS V LLC's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL: (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Cash Flows, (iv) Consolidated Statement of Equity, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags    
104* The cover page from CC Holdings GS V LLC's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL    
*    Filed herewith.
**    Furnished herewith.
Item 16.    Form 10-K Summary
N/A

62



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 9th day of April, 2020.

CC HOLDINGS GS V LLC
By:
/s/ DANIEL K. SCHLANGER

Daniel K. Schlanger
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ ROBERT S. COLLINS
Robert S. Collins
Vice President and Controller
(Principal Accounting Officer)

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay A. Brown and Kenneth J. Simon and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities, to sign any and all documents relating to the Annual Report on Form 10-K, including any and all amendments and supplements thereto, for the year ended December 31, 2019 and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on this 9th day of April, 2020.

NameTitle
/s/    JAY A. BROWN
President, Chief Executive Officer and Director
Jay A. Brown(Principal Executive Officer)
/s/    DANIEL K. SCHLANGER
Executive Vice President, Chief Financial Officer and Director
Daniel K. Schlanger(Principal Financial Officer)
/s/    KENNETH J. SIMON
Executive Vice President, General Counsel and Director
Kenneth J. Simon
/s/    ROBERT S. COLLINS
Vice President and Controller
Robert S. Collins(Principal Accounting Officer)


63



CC HOLDINGS GS V LLC
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2019, 2018 AND 2017
(In thousands of dollars)
   Additions Deductions  
 
Balance at
Beginning
of Year
 
Charged to
Operations
 
Credited to
Operations
 Written Off 
Balance at
End of
Year
Allowance for Doubtful Accounts Receivable:         
2019$1,601
 $323
 $
 $(293) $1,631
2018$1,300
 $768
 $
 $(467) $1,601
2017$1,810
 $662
 $
 $(1,172) $1,300



64



CC HOLDINGS GS V LLC
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
YEARS ENDED DECEMBER 31, 2019 and 2018
(In thousands of dollars)
DescriptionEncumbrances Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount Carried at Close of Current Period Accumulated Depreciation at Close of Current PeriodDate of ConstructionDate AcquiredLife on Which Depreciation in Latest Income Statement is Computed
7,555 sites(1)
$995,431
(2) 
(3) 
(3) 
$2,105,722
 $(1,095,355)VariousVariousUp to 20 years
(1)No single site exceeds 5% of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
(2)As of December 31, 2019, all of the Company's debt is secured by a pledge of the equity interests in each applicable Guarantor.
(3)The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
 2019 2018
   
(As Restated)(a)
Gross amount at beginning$2,014,936
 $1,946,218
Additions during period:   
Acquisitions through foreclosure
 
Other acquisitions
 
Site construction and improvements79,039
 63,369
Purchase of land interests
 
Sustaining capital expenditures7,571
 7,560
Other7,666
 
Total additions94,276
 70,929
Deductions during period:   
Cost of real estate sold or disposed(3,490) (2,211)
Other
 
Total deductions:(3,490) (2,211)
Balance at end$2,105,722
 $2,014,936

 2019 2018
   
(As Restated)(a)
Gross amount of accumulated depreciation at beginning$(1,004,485) $(912,960)
Additions during period:   
Depreciation(93,049) (92,986)
Total additions(93,049) (92,986)
Deductions during period:   
Amount for assets sold or disposed2,179
 1,461
Other
 
Total deductions2,179
 1,461
Balance at end$(1,095,355) $(1,004,485)

(a)See note 2 to the Company's consolidated financial statements for further information regarding the restatement.

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