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

 
FORM 10-Q

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

For the quarterly period ended SeptemberJune 30, 20172018
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period              to             
Commission File Number 333-187970

CC HOLDINGS GS V LLC
(Exact name of registrant as specified in its charter)
 
Delaware20-4300339
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
  
1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261
(Address of principal executives office) (Zip Code)
(713) 570-3000
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No  o
Explanatory Note: The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934; however, the registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the registrant been subject to such filing requirements.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filero Accelerated filero 
 Non-accelerated filerx(Do not check if a smaller reporting company)Smaller reporting companyo 
    Emerging growth companyo 
 
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 SeptemberJune 30, 2017,2018, the only member of the registrant is a wholly-owned indirect subsidiary of Crown Castle International Corp.
The registrant is a wholly-owned indirect subsidiary of Crown Castle International Corp. and meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q, and is therefore filing this form with the reduced disclosure format.


CC HOLDINGS GS V LLC

INDEX

   Page
 
ITEM 1. 
  
  
  
  
  
ITEM 2. 
ITEM 4. 
 
ITEM 1.LEGAL PROCEEDINGS 
ITEM 1A.RISK FACTORS 
ITEM 6. 
EXHIBIT INDEX 
SIGNATURES 


Cautionary Language Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "likely," "predict,"predicted," "positioned," "continue," and any variation of these words, and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") herein. Such forward-looking statements include (1) expectations regarding anticipated growth in the wireless industry, carriers' investments in their networks, tenant additions, customer consolidation or ownership changes, orand demand for data and our sites,communications infrastructure, (2) expectations regarding tenant leasing and non-renewals of tenant leasescontracts (including the impact of our customers' decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks (collectively, the "Acquired Networks")), (3) availability and adequacy of cash flows and liquidity for, or plans regarding, future discretionary investments, including:including capital expenditure limitations created as a result of being a wholly-owned indirect subsidiary of Crown Castle International Corp. ("CCIC" or "Crown Castle") and reliance on strategic decisions made by CCIC management that enable such discretionary investments, (4) potential benefits of our discretionary investments, (5) anticipated changes in our financial results, including future revenues margins, and operating cash flows, (6) expectations regarding our capital structure and the credit markets, net cash, debt maturities, our availability and cost of capital, or our ability to service our debt and comply with debt covenants, (7) expectations for sustaining capital expenditures, and (8) 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.REIT and (9) expectations related to the impact of customer consolidation or ownership changes, including the impact of the potential combination of T-Mobile and Sprint.
Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described in "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 ("20162017 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.


PART I—FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS

CC HOLDINGS GS V LLC
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
(In thousands of dollars)
September 30, 2017 December 31, 2016June 30, 2018 December 31, 2017
ASSETS      
Current assets:      
Cash and cash equivalents$24,519
 $19,550
$21,655
 $30,771
Receivables, net2,379
 3,527
2,350
 2,581
Prepaid expenses25,913
 24,051
27,444
 24,300
Deferred site rental receivables and other current assets29,174
 20,313
39,928
 25,105
Total current assets81,985
 67,441
91,377
 82,757
Deferred site rental receivables330,631
 346,507
325,070
 333,164
Property and equipment, net of accumulated depreciation of $896,689 and $828,670, respectively1,061,711
 1,088,883
Property and equipment, net of accumulated depreciation of $965,913 and $919,546, respectively1,025,250
 1,041,157
Goodwill1,338,730
 1,338,730
1,338,730
 1,338,730
Other intangible assets, net951,352
 1,038,007
864,946
 922,526
Long-term prepaid rent and other assets, net37,906
 35,490
38,999
 38,154
Total assets$3,802,315
 $3,915,058
$3,684,372
 $3,756,488
      
LIABILITIES AND EQUITY      
Current liabilities:      
Accrued expenses and payables$13,372
 $13,243
$2,443
 $1,801
Accrued interest17,748
 8,126
8,126
 8,126
Deferred revenues11,360
 11,930
12,043
 11,586
Other accrued liabilities9,584
 8,828
Total current liabilities42,480
 33,299
32,196
 30,341
Debt992,317
 991,279
993,355
 992,663
Deferred ground lease payable106,677
 102,519
110,349
 107,673
Above-market leases and other liabilities49,184
 48,716
49,688
 49,340
Total liabilities1,190,658
 1,175,813
1,185,588
 1,180,017
Commitments and contingencies (note 7)

 



 

Member's equity:      
Member's equity2,611,657
 2,739,245
2,498,784
 2,576,471
Accumulated earnings (deficit)
 

 
Total member's equity2,611,657
 2,739,245
2,498,784
 2,576,471
Total liabilities and equity$3,802,315
 $3,915,058
$3,684,372
 $3,756,488
 
See notes to condensed consolidated financial statements.


CC HOLDINGS GS V LLC
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(In thousands of dollars)

Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
��2017 2016 2017 2016
       2018 2017 2018 2017
Site rental revenues$153,732
 $152,523
 $460,028
 $458,781
$164,056
 $153,215
 $327,050
 $306,296
              
Operating expenses:              
Site rental cost of operations—third parties(a)
37,504
 38,670
 113,185
 112,575
38,355
 37,868
 75,862
 75,681
Site rental cost of operations—related parties(a)
9,234
 8,569
 27,275
 25,238
9,700
 9,101
 19,306
 18,041
Site rental cost of operations—total(a)
46,738
 47,239
 140,460
 137,813
48,055
 46,969
 95,168
 93,722
Management fee—related party11,779
 11,425
 35,069
 33,936
12,031
 11,683
 24,020
 23,290
Asset write-down charges
 950
 
 3,724

 
 344
 
Depreciation, amortization and accretion52,714
 52,624
 157,886
 157,098
52,731
 52,543
 105,432
 105,172
Total operating expenses111,231
 112,238
 333,415
 332,571
112,817
 111,195
 224,964
 222,184
Operating income (loss)42,501
 40,285
 126,613
 126,210
51,239
 42,020
 102,086
 84,112
Interest expense and amortization of deferred financing costs(9,969) (12,934) (29,906) (39,546)(9,968) (9,968) (19,937) (19,937)
Gains (losses) on retirement of long-term obligations
 (10,273) 
 (10,273)
Other income (expense)(720) (74) 129
 (85)40
 (182) (27) 849
Income (loss) before income taxes31,812
 17,004
 96,836
 76,306
41,311
 31,870
 82,122
 65,024
Benefit (provision) for income taxes(88) (84) (264) (253)(93) (88) (186) (176)
Net income (loss)$31,724
 $16,920
 $96,572
 $76,053
$41,218
 $31,782
 $81,936
 $64,848
    
(a)
Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.

See notes to condensed consolidated financial statements.



CC HOLDINGS GS V LLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(In thousands of dollars)
Nine Months Ended September 30,Six Months Ended June 30,
2017 20162018 2017
Cash flows from operating activities:      
Net income (loss)$96,572
 $76,053
$81,936
 $64,848
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation, amortization and accretion157,886
 157,098
105,432
 105,172
Amortization of deferred financing costs1,038
 2,081
692
 692
Asset write-down charges
 3,724
344
 
Gains (losses) on retirement of long-term obligations
 10,273
Increase (decrease) in accrued interest9,622
 9,093
Changes in assets and liabilities:   
Increase (decrease) in accounts payable(893) (399)449
 (1,078)
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities3,788
 2,515
2,992
 2,252
Decrease (increase) in receivables1,148
 1,688
231
 1,918
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent, and other assets5,969
 (8,951)
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent and other assets(9,155) (1,049)
Net cash provided by (used for) operating activities275,130
 253,175
182,921
 172,755
Cash flows from investing activities:      
Capital expenditures(46,001) (39,317)(32,414) (26,099)
Net cash provided by (used for) investing activities(46,001) (39,317)(32,414) (26,099)
Cash flows from financing activities:      
Purchases and redemptions of debt
 (508,472)
Equity contribution related to debt repayment
 508,472
Distributions to member(224,160) (194,678)(159,623) (143,402)
Net cash provided by (used for) financing activities(224,160) (194,678)(159,623) (143,402)
Net increase (decrease) in cash and cash equivalents4,969
 19,180
(9,116) 3,254
Cash and cash equivalents at beginning of period19,550
 20,401
30,771
 19,550
Cash and cash equivalents at end of period$24,519

$39,581
$21,655

$22,804

See notes to condensed consolidated financial statements.


CC HOLDINGS GS V LLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY (Unaudited)
(In thousands of dollars)

  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, July 1, 2017 $2,660,691
 $
 $2,660,691
Distributions to member (note 4) (49,034) (31,724) (80,758)
Net income (loss) 
 31,724
 31,724
Balance, September 30, 2017 $2,611,657
 $
 $2,611,657
       
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, July 1, 2016 $2,327,938
 $6,033
 $2,333,971
Equity contribution related to debt repayment (note 4)

 508,472
 
 508,472
Distributions to member (note 4) (42,215) (22,953) (65,168)
Net income (loss) 
 16,920
 16,920
Balance, September 30, 2016 $2,794,195
 $
 $2,794,195
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, April 1, 2018 $2,519,881
 $
 $2,519,881
Distributions to member (note 4) (21,097) (41,218) (62,315)
Net income (loss) 
 41,218
 41,218
Balance, June 30, 2018 $2,498,784
 $
 $2,498,784
       
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, April 1, 2017 $2,682,740
 $
 $2,682,740
Distributions to member (note 4) (22,049) (31,782) (53,831)
Net income (loss) 
 31,782
 31,782
Balance, June 30, 2017 $2,660,691
 $
 $2,660,691


  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance at January 1, 2017 $2,739,245
 $
 $2,739,245
Distributions to member (note 4) (127,588) (96,572) (224,160)
Net income (loss) 
 96,572
 96,572
Balance at September 30, 2017 $2,611,657
 $
 $2,611,657
      
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance at January 1, 2016 $2,327,938
 $76,410
 $2,404,348
Equity contribution related to debt repayment (note 4)

 508,472
 
 508,472
Distributions to member (note 4) (42,215) (152,463) (194,678)
Net income (loss) 
 76,053
 76,053
Balance at September 30, 2016 $2,794,195
 $
 $2,794,195
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, January 1, 2018 $2,576,471
 $
 $2,576,471
Distributions to member (note 4) (77,687) (81,936) (159,623)
Net income (loss) 
 81,936
 81,936
Balance, June 30, 2018 $2,498,784
 $
 $2,498,784
       
  Member's Equity 
Accumulated
Earnings (Deficit)
 Total
Balance, January 1, 2017 $2,739,245
 $
 $2,739,245
Distributions to member (note 4) (78,554) (64,848) (143,402)
Net income (loss) 
 64,848
 64,848
Balance, June 30, 2017 $2,660,691
 $
 $2,660,691

See notes to condensed consolidated financial statements.



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



1.General
The accompanying consolidated financial statements reflect the consolidated financial position, results of operations, and cash flows of CC Holdings GS V LLC ("CCL") and its consolidated wholly-owned subsidiaries (collectively, "Company"). The Company is a wholly-owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of Crown Castle International Corp., a Delaware corporation ("CCIC" or "Crown Castle"). CCL is a Delaware limited liability company that is a holding company and an issuer of the Company's debt. Intercompany accounts, transactions, and profits have been eliminated. As used herein, the term "including," and any variation thereof means "including without limitation." The use of the word "or" herein is not exclusive.
The information contained in the following notes to the consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2016,2017, and related notes thereto, included in the 20162017 Form 10-K filed by the Company with the SEC.
The Company is organized specifically to own, lease and manage sitestowers 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 licenses, subleaseslease, license, and lease agreements.sublease agreements (collectively, "contracts"). The Company's customers on its communication infrastructure are referred to herein as "tenants." Management services related to the Company's sites are performed by Crown Castle USA Inc. ("CCUSA"), an affiliate of the Company, under the Management Agreement, as the Company has no employees.
Approximately 68% of the Company's sites are leased or subleased or operated and managed for an initial period of 32 years (through May 2037) under master lease 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") for U.S. federal income tax purposes. For U.S. federal income tax purposes,, and as its indirect subsidiary, the Company's assets and operations are part ofincluded in the CCIC REIT. See note 5.
Basis of Presentation
The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly state the consolidated financial position of the Company as ofat SeptemberJune 30, 20172018, and the consolidated results of operations and the consolidated cash flows for the ninesix months ended SeptemberJune 30, 20172018 and 2016.2017. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the U.S. ("GAAP"). The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the entirefull year.
The preparation of financial statements in conformity with GAAP requires management to make estimates and use 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 thesethose estimates.

2.Summary of Significant Accounting Policies
The significant accounting policies used in the preparation of the Company's condensed consolidated financial statements are disclosed in the 20162017 Form 10-K.10-K, other than as updated by certain recent accounting pronouncements described below.
Recently Adopted Accounting Pronouncements
NoIn January 2017, the FASB issued new accounting pronouncementsguidance 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 during the nine months ended September 30, 2017 hadguidance on January 1, 2018, and the adoption of this guidance did not have a material impact on the Company'sits condensed consolidated financial statements.

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


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 is effective for the Company as of January 1, 2019 and2019. This guidance is required to be applied, at the Company's election, either using a (1) modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. Earlypresented, or (2) cumulative-effect approach for all leases existing at, or entered into, after the effective date. The Company expects to apply the guidance using the cumulative-effect approach, thereby applying the new guidance at the effective date, without adjusting the comparative periods and, if necessary, recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Although early adoption is permitted, however, the Company doeswill not expect to early adopt the new guidance. CCICguidance prior to January 1, 2019.
The Company expects that (1) has established and is progressing throughlessee arrangements will continue to be classified as operating leases under the various steps of a cross functional project plan to assess the impact of the standard;new guidance; (2) expects this guidance towill have a material impact on its condensed consolidated balance sheet due to the addition of right-of-use assets and lease liabilities for all lessee arrangements with a term greater than 12 months;(which primarily consist of ground leases under the Company's towers); and (3) continuesthere will not be a material impact to assess additional impacts to its condensed consolidated financial statements, including the condensed consolidated statement of operations and the condensed consolidated statement of cash flows. CCIC is in the process of updating certain of its existing information technology systems to integrate the new guidance requirement.

3.Debt
The outstanding balance of the 2012 Secured Notes as of both September 30, 2017 and December 31, 2016 was $992 million, comprised of 3.849% secured notes ("3.849% Secured Notes") due April 2023. The 2012 Secured Notes originally consisted of (1) the previously outstanding $500 million aggregate principal amount of 2.381% secured notes ("2.381% Secured Notes") due December 2017 and (2) $1.0 billion aggregate principal amount of 3.849% Secured Notes due April 2023. In September 2016, CCIC issued $700 million aggregate principal amount2023 as of 2.25% senior secured 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 2.381% Secured Notes for the nine months ended Septemberboth June 30, 2016 (see note 4).2018 and December 31, 2017 was $993 million.
Interest Expense and Amortization of Deferred Financing Costs
The components of interest expense and amortization of deferred financing costs are as follows:
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2017 2016 2017 20162018 2017 2018 2017
Interest expense on debt obligations$9,623
 $12,267
 $28,868
 $37,465
$9,622
 $9,622
 $19,245
 $19,245
Amortization of deferred financing costs346
 667
 1,038
 2,081
346
 346
 692
 692
Total$9,969
 $12,934
 $29,906
 $39,546
$9,968
 $9,968
 $19,937
 $19,937

4.Related Party Transactions
Pursuant to the Management Agreement, CCUSA has agreed to employ, supervise, and pay at all times a sufficient number of capable employees as may be necessary to perform services in accordance with the operation standards defined in the Management Agreement. CCUSA currently acts as the Manager of the sites held by subsidiaries of CCIC. The management fee is equal to 7.5% of the Company’s Operating Revenues, as defined in the Management Agreement, which is based on the Company’s reported revenues adjusted to exclude certain items including revenues related to the accounting for leases with fixed escalators. The fee is compensation for those functions reasonably necessary to maintain, market, operate, manage and administer the sites, other than the operating expenses (which includes real estate and personal property taxes, ground lease and easement payments, and insurance premiums). Further, in connection with its role as Manager, CCUSA may make certain modifications to the Company's sites.towers.

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


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 lease agreementcontract for the land that existed prior to an affiliate acquiring rights to such land. As of SeptemberJune 30, 2017, there was2018, approximately 28%30% of the Company's sites where thetowers were located on land under the tower iswhich was controlled by an affiliate. Also, the Company receives rentsite rental revenue from affiliates for land controlled by the Company thaton which affiliates have towers on.

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


and pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers.
For the ninesix months ended SeptemberJune 30, 2018 and 2017, the Company recorded an equity distributiondistributions of $224.2$159.6 million and $143.4 million, respectively, reflecting distributions to its member and ultimately other subsidiaries of CCIC. For the nine months ended September 30, 2016, the Company recorded a net equity contribution of $313.8 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 3) and (2) an equity distribution of $194.7 million, reflecting distributions to its member and ultimately other subsidiaries of CCIC.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 SeptemberJune 30, 20172018 and 2016,2017, the Company had no material related party assets or liabilities on its condensed consolidated balance sheet.

5.Income Taxes
CCIC operates as a REIT for U.S. federal income tax purposes. As a REIT, CCIC is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. For U.S. federal income tax purposes, the Company's assets and operations are part ofincluded in the CCIC REIT.
For the ninesix months ended SeptemberJune 30, 20172018 and 2016,2017, the Company's effective tax rate differed from the federal statutory rate predominately due to (1) CCIC's REIT status, including the dividends paid deduction and (2) state taxes.

6.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 (that are non-binding quotes)from brokers. Quotes from brokers that require judgment to interpretand 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. There were no changes since December 31, 20162017 in the Company's valuation techniques used to measure fair values. The estimated fair values of the Company's financial instruments, along with the carrying amounts of the related assets and liabilities, are as follows:
Level in Fair Value Hierarchy September 30, 2017 December 31, 2016Level in Fair Value Hierarchy June 30, 2018 December 31, 2017
 
Carrying
 Amount
 
Fair
Value
 
Carrying
 Amount
 
Fair
Value
 
Carrying
 Amount
 
Fair
Value
 
Carrying
 Amount
 
Fair
Value
Assets:                
Cash and cash equivalents1 $24,519
 $24,519
 $19,550
 $19,550
1 $21,655
 $21,655
 $30,771
 $30,771
Liabilities:                
Debt2 992,317
 1,050,230
 991,279
 1,013,300
2 993,355
 991,660
 992,663
 1,032,530

7.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. In addition, CCIC, through its subsidiaries (including the Company), has the option to purchase in 2037 all (but not less than all) of the Sprint Sites, which represent approximately 68% of the Company's sites. CCIC has no obligation to exercise the purchase option.

8.Supplemental Cash Flow Information
 Nine Months Ended September 30,
 2017 2016
Supplemental disclosure of cash flow information:   
Interest paid$19,246
 $28,372


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


8.Supplemental Cash Flow Information
 Six Months Ended June 30,
 2018 2017
Supplemental disclosure of cash flow information:   
Interest paid$19,245
 $19,245

9.Guarantor Subsidiaries
CCL has no independent assets or operations. The 20123.849% Secured Notes are guaranteed by all subsidiaries of CCL, each of which is a wholly-owned subsidiary of CCL, other than Crown Castle GS III Corp., which is a co-issuer of the 2012 Secured Notes and a wholly-owned finance subsidiary. Such guarantees are full and unconditional and joint and several. Subject to the provisions of the Secured Notes Indenture, a guarantor may be released and relieved of its obligations under its guarantee under certain circumstances including: (1) in the event of any sale or other disposition of all or substantially all of the assets of any guarantor, by way of merger, consolidation or otherwise to a person that is not (either before or after giving effect to such transaction) CCL or a subsidiary of CCL, (2) in the event of any sale or other disposition of all of the capital stock of any guarantor, to a person that is not (either before or after giving effect to such transaction) CCL or a subsidiary of CCL, (3) upon CCL's exercise of legal defeasance in accordance with the relevant provisions of the Secured Notes Indenture, or (4) upon the discharge of the Secured Notes Indenture in accordance with its terms.

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") included in our 20162017 Form 10-K. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in our 20162017 Form 10-K. Unless this Quarterly Report on Form 10-Q indicates otherwise or the context requires, the terms "we," "our," "our company," "the company," or "us" as used herein refer to CC Holdings GS V LLC and its subsidiaries.
General Overview
We own, lease or manage sites that are geographically dispersed throughout the United States. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in a prior year.is subject to long-term contracts with our customers.
Business Fundamentals and Results
The following are certain highlights of our business fundamentals and results as of and for the ninesix months ended SeptemberJune 30, 2017.2018.
Potential growth resulting from wireless network expansion and new entrants caused bythe increasing demand for data and connectivity
We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas or other equipment on our wireless infrastructure.towers.
We expect existing and potential new customer demand for our towers will result from (1) new technologies, (2) increased usage of wireless applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications),applications, (3) adoption of other emerging and embedded wireless devices (including laptops, tablets, and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity orand (6) the availability of additional spectrum.
Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure (which may include extensions or structural reinforcement).
U.S. wireless carriers continue to invest in their networks.
Organizational structure
CCIC operates as a REIT for U.S. federal income tax purposes. For U.S. federal income tax purposes, CCIC operates as a REIT and, as its indirect subsidiary, our assets and operations are part ofincluded in the CCIC REIT.
Our subsidiaries (other than Crown Castle GS III Corp.) were organized specifically to own, lease, and manage certain shared wirelesscommunications infrastructure, such as towers or other structures, and have no employees.
Management services, including those functions reasonably necessary to maintain, market, operate, manage or administer our sites, are performed by CCUSA. The management fee is equal to 7.5% of our Operating Revenues as defined in the Management Agreement.
Site rental revenues under long-term tenant leases with contractual escalationscontracts
Initial terms of five to 15 years for site rental revenues derived from tenants, with contractual escalations and multiple renewal periods at the option of the tenant of five to ten years each.
The weighted-average remaining term (calculated by weighting the remaining term for each leasecontract by the related site rental revenue) of approximately fivesix years, exclusive of renewals at the tenants' option, currently representing approximately $3.6$4.2 billion of expected future cash inflows.
Revenues predominately from large wireless carriers
Approximately 88%89% of our site rental revenues were derived from Sprint, AT&T, T-Mobile and Verizon Wireless.
Majority of land interests under our wireless infrastructuretowers are under long-term control
More than 80% and more than 50% of our sites are under our control for greater than 10 and 20 years, respectively. The aforementioned amountspercentages include sitestowers that reside on land interests that are owned by us, including fee interests and perpetual easements.
Approximately 19%20% of our site rental cost of operations represents ground lease payments to our affiliates. Such affiliates acquired the rights to such land interests as a result of negotiated transactions with third parties in connection with a program established by CCIC to extend the rights to the land under its portfolio of towers.
Relatively fixed tower operating costs
Our operating costs tend to escalate at approximately the rate of inflation and are not typically influenced by tenant additions or non-renewals.
Minimal sustaining capital expenditure requirements
Sustaining capital expenditures represented approximately 1% of site rental revenues.

Fixed rate debt with no short-term maturities
Our debt consists of $1.0 billion aggregate principal amount of 3.849% Secured Notes. See note 3 to our condensed consolidated financial statements.
Significant cash flows from operations
Net cash provided by operating activities was $275.1$182.9 million. See "Item 2. MD&A—Liquidity and Capital Resources."
Outlook Highlights
The following are certain highlights of our outlook that impact our business fundamentals described above.
We expect demand for tenant leasing to continue during 2017 and 2018.
During 2017 and 2018, we also expect that the impact from tenant leasing will be offset by non-renewals of tenant leases,contracts, primarily from our customers' decommissioning of the Acquired Networks, at least in part.

Consolidated Results of Operations
The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and our 20162017 Form 10-K. The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP which requires us to make estimates and judgments that affect the reported amounts. See "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" herein and note 2 to our 20162017 Form 10-K.
Comparison of Consolidated Results of Operations
The following information is derived from our historical consolidated statements of operations for the periods indicated. 
Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 
Percent
Change
Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 
Percent
Change
(Dollars in thousands)  (Dollars in thousands)  
Site rental revenues$153,732
 $152,523
 1 %$164,056
 $153,215
 7%


 

  

 

  
Operating expenses:          
Costs of operations(a)(b)
46,738
 47,239
 (1)%48,055
 46,969
 2%
Management fee(b)
11,779
 11,425
 3 %12,031
 11,683
 3%
Asset write-down charges
 950
 *

 
 *
Depreciation, amortization and accretion52,714
 52,624
  %52,731
 52,543
 %
Total operating expenses111,231
 112,238
 (1)%112,817
 111,195
 1%
Operating income (loss)42,501
 40,285
 6 %51,239
 42,020
 22%
Interest expense and amortization of deferred financing costs(9,969) (12,934) (23)%(9,968) (9,968) %
Gains (losses) on retirement of long-term obligations
 (10,273)  
Other income (expense)(720) (74)  40
 (182)  
Income (loss) before income taxes31,812
 17,004
  41,311
 31,870
  
Benefit (provision) for income taxes(88) (84)  (93) (88)  
Net income (loss)$31,724
 $16,920
  $41,218
 $31,782
  
____________________
*Percentage not meaningful
(a)Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.
(b)Inclusive of related partiesparty transactions.


Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 
Percent
Change
Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 
Percent
Change
(Dollars in thousands)  (Dollars in thousands)  
Site rental revenues$460,028
 $458,781
  %$327,050
 $306,296
 7%
          
Operating expenses:          
Costs of operations(a)(b)
140,460
 137,813
 2 %95,168
 93,722
 2%
Management fee(b)
35,069
 33,936
 3 %24,020
 23,290
 3%
Asset write-down charges
 3,724
 *
344
 
 *
Depreciation, amortization and accretion157,886
 157,098
 1 %105,432
 105,172
 %
Total operating expenses333,415
 332,571
  %224,964
 222,184
 1%
Operating income (loss)126,613
 126,210
  %102,086
 84,112
 21%
Interest expense and amortization of deferred financing costs(29,906) (39,546) (24)%(19,937) (19,937) %
Gains (losses) on retirement of long-term obligations
 (10,273)  
Other income (expense)129
 (85)  (27) 849
  
Income (loss) before income taxes96,836
 76,306
  82,122
 65,024
  
Benefit (provision) for income taxes(264) (253)  (186) (176)  
Net income (loss)$96,572
 $76,053
  $81,936
 $64,848
  
____________________
*Percentage not meaningful
(a)Exclusive of depreciation, amortization and accretion shown separately and certain indirect costs included in the management fee.
(b)Inclusive of related partiesparty transactions.
ThirdSecond Quarter 20172018 and 20162017
Site rental revenues for the three months ended SeptemberJune 30, 20172018 increased by $1.2$10.8 million, or 1%7%, from the same period in the prior year. This increase in site rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particular order:accounting: tenant additions across our entire portfolio, renewals or extensions of tenant leases,contracts, escalations and non-renewals of tenant leases.contracts. Tenant additions were influenced by our customers' ongoing efforts to improve network quality and capacity. See also "Item 2. MD&A—General Overview" and the 2016our 2017 Form 10-K for further discussion regarding our customers' decommissioning of the Acquired Networks.
Operating income for the three months ended SeptemberJune 30, 20172018 increased by $2.2$9.2 million, or 6%22%, from the same period in the prior year. The increase in operating income was predominately due to the aforementioned increase in site rental revenues, and a decrease in asset write-down charges and cost of operations, partially offset by an increase in the management fee and depreciation, amortization and accretioncost of operations from the three months ended SeptemberJune 30, 2016.
During September 2016, CCIC issued $700 million aggregate principal amount of September 2016 Senior Notes and used a portion of the proceeds to repay all of the previously outstanding 2.381% Secured Notes, which resulted in a loss on retirement of long-term obligations of $10.3 million.2017.
Interest expense and amortization of deferred financing costs for the three months ended SeptemberJune 30, 2018 remained unchanged from the same period in the prior year.
Net income for the three months ended June 30, 2018 was $41.2 million, compared to net income of $31.8 million for the three months ended June 30, 2017. The increase was due primarily to the aforementioned increase in site rental revenues.

First Six Months 2018 and 2017 decreased $3.0
Site rental revenues for the six months ended June 30, 2018 increased by $20.8 million, or 23%7%, from the same period in the prior year. This decrease was related to the aforementioned repayment of the previously outstanding 2.381% Secured Notes in September 2016.
Net income for the three months ended September 30, 2017 was $31.7 million, compared to net income of $16.9 million for the three months ended September 30, 2016. The increase was due primarily to the aforementioned loss on retirement of long-term obligations recorded for the repayment of the previously outstanding 2.381% Secured Notes in September 2016 and a corresponding decrease in interest expense and amortization of deferred financing costs.

First Nine Months 2017 and 2016
Sitesite rental revenues for the nine months ended September 30, 2017 remained consistent with the same period in the prior year. Site rental revenues werewas impacted by the following items, inclusive of straight-line accounting, in no particular order:accounting: new tenant additions across our entire portfolio, renewals or extensions of tenant leases, escalations and non-renewal of tenant leases.contracts. Tenant additions were influenced by our customers' ongoing efforts to improve network quality and capacity. See also "Item 2. MD&A—General Overview" herein.and our 2017 Form 10-K for further discussion regarding our customers' decommissioning of the Acquired Networks.


Operating income for the ninesix months ended SeptemberJune 30, 2017 remained consistent with2018 increased by $18.0 million, or 21%, from the same period in the prior year.
During September 2016, CCIC issued $700 million aggregate principal amount The increase in operating income was predominately due to the aforementioned increase in site rental revenues, partially offset by an increase in the cost of September 2016 Senior Notes and used a portion ofoperations from the proceeds to repay all of the previously outstanding 2.381% Secured Notes which resulted in a loss on retirement of long-term obligations of $10.3 million.six months ended June 30, 2017.
Interest expense and amortization of deferred financing costs for the ninesix months ended SeptemberJune 30, 2017 decreased $9.6 million, or 24%,2018 remained unchanged from the same period in the prior year. This decrease was related to the aforementioned repayment of the previously outstanding 2.381% Secured Notes in September 2016.
Net income for the ninesix months ended SeptemberJune 30, 20172018 was $96.6$81.9 million compared to net income of $76.1$64.8 million for the nine six


months ended SeptemberJune 30, 2016.2017. The increase was due primarily to the aforementioned loss on retirement of long-term obligations recorded for the repayment of the previously outstanding 2.381% Secured Notesincrease in September 2016 and a corresponding decrease 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 leasescontracts (See "Item 2. MD&A—General Overview"), predominantly from the largest U.S. wireless carriers. Historically, our net cash provided by operating activities has exceeded our capital expenditures. For the foreseeable future, we expect to generate net cash provided by operating activities (exclusive of movements in working capital) that exceedexceeds our capital expenditures. We seek to allocate the net cash generated from our business in a manner that we believe drives value for our member and ultimately CCIC.member.
From a cash management perspective, we currently distribute cash on hand above amounts required pursuant to the Management Agreement to our member and ultimately other subsidiaries of CCIC.member. If any future event would occur that would leave us with a deficiency in our operating cash flow, while not required, CCIC may contribute cash back to us.
CCIC operates as a REIT for U.S. federal income tax purposes. For U.S. federal income tax purposes, our assets and operations are part ofincluded in the CCIC REIT. We expect to continue to pay minimal cash income taxes as a result of CCIC's REIT status and NOLs.
Liquidity Position. The following is a summary of our capitalization and liquidity position as of SeptemberJune 30, 2017:2018:
September 30, 2017
(In thousands of dollars)(In thousands)
Cash and cash equivalents$24,519
$21,655
Debt992,317
993,355
Total member's equity2,611,657
2,498,784
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 debt maturities.
See note 3 to our condensed consolidated financial statements for additional information regarding our debt.
Summary Cash Flow Information
Nine Months Ended September 30,  Six Months Ended June 30,
2017 2016 Change2018 2017 Change
(In thousands of dollars)(In thousands)
Net cash provided by (used for):          
Operating activities$275,130
 $253,175
 $21,955
$182,921
 $172,755
 $10,166
Investing activities(46,001) (39,317) (6,684)(32,414) (26,099) (6,315)
Financing activities(224,160) (194,678) (29,482)(159,623) (143,402) (16,221)
Net increase (decrease) in cash and cash equivalents$4,969
 $19,180
 $(14,211)$(9,116) $3,254
 $(12,370)
Operating Activities
The increase in net cash provided by operating activities for the first ninesix months of 20172018 of $22.0$10.2 million, or 9%6%, from the first ninesix months of 2016,2017, was due primarily to a net benefit from changes in working capital and growth in cash revenues, including cash escalations that are subject to straight-line accounting.accounting, offset by a net decrease from changes in working capital. Changes in working capital (including changes in accounts receivables, deferred site rental receivables and prepaid ground leases) contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from customers.

Investing Activities
Capital Expenditures
Our capital expenditures include the following:
Site improvement capital expenditures consist of improvements to existing sites to accommodate new leasing and typically vary 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 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 capital improvements on our sites that enable our customers' ongoing quiet enjoyment of the site.
Capital expenditures for the ninesix months ended SeptemberJune 30, 20172018 and 20162017 were as follows:
Nine Months Ended September 30,  Six Months Ended June 30,
2017 2016 Change2018 2017 Change
(In thousands of dollars)(In thousands)
Site improvements$40,338
 $32,980
 $7,358
$28,751
 $22,798
 $5,953
Sustaining5,663
 6,337
 (674)3,663
 3,301
 362
Total$46,001
 $39,317
 $6,684
$32,414
 $26,099
 $6,315
Financing Activities
The net cash flows used for financing activities in the ninesix months ended SeptemberJune 30, 20172018 and 20162017 includes the impact from our continued practice of distributing excess cash to our member and ultimately other subsidiaries of CCIC. In September 2016, CCIC issued $700 million aggregate principal amount of September 2016 Senior Notes. CCIC used a portion of the net proceeds from the September 2016 Senior Notes offering to repay $508.5 million of our previously outstanding 2.381% Secured Notes. We recorded an equity contribution related to the debt repayment of our 2.381% Secured Notes for the nine months ended September 30, 2016. See notes 3 and 4 to our condensed consolidated financial statements.member.
2012 Secured Notes
See our 20162017 Form 10-K for a discussion of the 2012 Secured Notes, debt restrictions, and disclosures about market risk. There are no financial maintenance covenants in the 2012 Secured Notes.Notes Indenture. We are currently not restricted in our ability to incur additional indebtedness or distribute cash to affiliates or issue dividends to our parent.

Accounting and Reporting Matters
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The critical accounting policies and estimates for 20172018 are not intended to be a comprehensive list of our accounting policies and estimates. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with no need for management's judgment. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. Our critical accounting policies and estimates as of December 31, 20162017 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 in our 20162017 Form 10-K. The critical accounting policies and estimates for the first ninesix months of 20172018 have not changed from the critical accounting policies for the year ended December 31, 2016.2017.


Accounting Pronouncements
Recently Adopted Accounting Pronouncements. See note 2 to our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our condensed consolidated financial statements.


ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company conducted an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective in alerting them in a timely manner to material information relating to the Company required to be included in the Company's periodic reports under the Securities Exchange Act of 1934, as amended.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II—OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS
See the disclosure in note 7 to our condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

ITEM 1A.
RISK FACTORS
There are no material changesIn Item 1A of our 2017 Form 10-K, we have previously included the risk factor captioned “A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of any of such customers may materially decrease revenues or reduce demand for our communications infrastructure.” Information set forth below is an update to that risk factor. You should carefully consider the information provided in this document and the risk factors discussed in "Item 1A—Risk Factors"contained in our 20162017 Form 10-K.10-K, as updated by the information contained below.
In April 2018, 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 of the anticipated integration of the T-Mobile and Sprint networks and related duplicate or overlapping parts 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.

ITEM 6.
EXHIBITS

Exhibit Index
Exhibit No. Description
    
(a)3.1 
    
(a)3.2 
    
*31.1 
    
*31.2 
    
32.1 
    
*101.INS XBRL Instance Document
    
*101.SCH XBRL Taxonomy Extension Schema Document
    
*101.DEF XBRL Taxonomy Extension Definition Linkbase Document
    
*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
    
*101.LAB XBRL Taxonomy Extension Label Linkbase Document
    
*101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
________________
*Filed herewith.
Furnished herewith.
(a)Incorporated by reference to the exhibit previously filed by the Registrant on Form S-4 (Registration No. 333-187970) on April 17, 2013.



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

  CC HOLDINGS GS V LLC
    
Date:NovemberAugust 6, 20172018 By:/s/ Daniel K. Schlanger
    Daniel K. Schlanger
    Senior Vice President,
and Chief Financial Officer and Treasurer
    (Principal Financial Officer)
    
Date:NovemberAugust 6, 20172018 By:/s/ Robert S. Collins
    Robert S. Collins
    Vice President and Controller
    (Principal Accounting Officer)
 

1817