SECURITIES AND EXCHANGE COMMISSION



Delaware	20-4300339
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261 (Address of principal executives office) (Zip Code)
(713) 570-3000 (Registrant's telephone number, including area code)

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.

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

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



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

As of ~~September 30, 2017,~~March 31, 2019, 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.

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, or~~and demand for ~~our sites,~~wireless data, (2) expectations regarding wireless carriers' focus on improving network quality and expanding capacity, (3) expectations regarding tenant leasing and non-renewals of tenant ~~leases~~contracts (including the impact of our ~~customers'~~tenants' decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks (collectively, ~~the~~ "Acquired Networks")), ~~(3) availability~~(4) expectations regarding demand for our communications infrastructure, including factors driving such demand, and ~~adequacy of~~the potential benefits that may be derived therefrom, (5) expectations regarding cash flows and liquidity for, or plans regarding, capital expenditures, (6) our full year 2019 outlook and any anticipated changes in our financial results, including future ~~discretionary investments including:~~revenues, (7) expectations regarding our capital ~~expenditure limitations created as a result~~structure, debt maturities, our availability and cost of ~~being a wholly-owned indirect subsidiary~~capital, and capital allocation, (8) expectations related to the ability 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, 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) the utilization of our net operating loss carryforwards ("NOLs").

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, ~~2016~~2018 ("~~2016~~2018 Form 10-K") and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.

Our filings with the SEC are available through the SEC website at www.sec.gov or through CCIC’s investor relations website at investor.crowncastle.com. CCIC uses its investor relations website to disclose information about CCIC and us that may be deemed to be material. We encourage investors, the media and others interested in us to visit CCIC’s investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.

PART I—FINANCIAL INFORMATION

(In thousands of dollars)

Operating lease right-of-use assets^(a)

Other intangible assets, net^(a)

Long-term prepaid rent and other assets, net^(a)

Other accrued liabilities^(a)

Current portion of operating lease liabilities—third parties^(a)

Current portion of operating lease liabilities—related parties^(a)

Operating lease liabilities—third parties^(a)

Operating lease liabilities—related parties^(a)

Deferred ground lease payable^(a)

Above-market leases and other liabilities^(a)

See "Recently Adopted Accounting Pronouncements" in note 2 to the condensed consolidated financial statements for a discussion of the recently adopted lease standard.

See notes to condensed consolidated financial statements.

(In thousands of dollars)

Site rental cost of operations—third parties^(a)

Site rental cost of operations—related parties^(a)

Site rental cost of operations—total^(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.

(In thousands of dollars)

See notes to condensed consolidated financial statements.

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 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, 2019	$	2,432,991		$	—		$	2,432,991
Distributions to member (note 4)	(46,319		)	(44,685		)	(91,004		)
Net income (loss)	—			44,685			44,685
Balance, March 31, 2019	$	2,386,672		$	—		$	2,386,672

	Member's Equity			Accumulated Earnings (Deficit)			Total
Balance, January 1, 2018	$	2,576,471		$	—		$	2,576,471
Distributions to member (note 4)	(56,590		)	(40,718		)	(97,308		)
Net income (loss)	—			40,718			40,718
Balance, March 31, 2018	$	2,519,881		$	—		$	2,519,881

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)

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

The information contained in the following notes to the condensed consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, ~~2016,~~2018, and related notes thereto, included in the ~~2016~~2018 Form 10-K filed by the Company with the SEC.

The Company is organized specifically to own, lease and manage ~~sites~~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 ~~licenses, subleases~~lease, license and ~~lease agreements.~~sublease agreements (collectively, "contracts"). The Company's customers on its communications 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~~leases or other agreements with Sprint ("Sprint Sites"). CCIC, through its subsidiaries (including the Company) has the option to purchase in 2037 all (but not less than all) of the Sprint Sites from Sprint for approximately $2.3 billion. CCIC has no obligation to exercise the purchase option.

For U.S federal income tax purposes, CCIC operates as a real estate investment trust ("REIT") ~~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 of~~included 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 of~~at ~~September 30, 2017~~March 31, 2019, and the consolidated results of operations and the consolidated cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. 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 ~~entire~~full 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~~of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from ~~these~~those estimates.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)


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 2016 Form 10-K.~~

Recently Adopted Accounting Pronouncements

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

The new lease standard requires lessees to recognize a lease liability, initially measured at the present value of the lease payments for all leases, and a corresponding right-of-use ("ROU") asset. The accounting ~~pronouncements adopted during~~for lessors remained largely unchanged from previous guidance.

Due to the ~~nine months ended September 30, 2017~~recognition of the lease liability and a corresponding ROU asset, the new lease standard had a material impact on the Company's condensed consolidated ~~financial statements.~~balance sheet. Additionally, certain amounts related to our lessee arrangements that were previously reported separately have been de-recognized and reclassified into "Operating lease right-of-use assets" on the Company's condensed consolidated balance sheet. These amounts include (1) the Company's liability related to straight-line expense formerly referred to as "Deferred ground lease payable" and previously included in "Other accrued liabilities" and "Above-market leases and other liabilities," (2) prepaid rent expense previously included in "Prepaid expenses" and "Long-term prepaid rent and other assets, net," (3) below market leases previously included in "Other intangible assets, net," and (4) above market leases previously included in "Above-market leases and other liabilities."

Notwithstanding the material impact to the Company's condensed consolidated balance sheet, the Company's adoption of the new lease standard did not have a material impact on the Company's condensed consolidated statement of operations or statement of cash flows. Additionally, the adoption of this guidance has no impact on the Company's operating practices, cash flows, contractual arrangements, or debt agreements (including compliance with any applicable covenants).

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

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

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

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

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

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)

ROU assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's condensed consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in "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 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, the Company was not able to readily determine the rate implicit for its lessee arrangements, and thus has used CCIC's 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 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 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 communications infrastructure located on the leased asset or (2) the change in CPI. The Company's contingent payments are considered variable lease payments and are (1) not included in the initial measurement of the ROU asset or lease liability due to the uncertainty of the payment amount, and (2) recorded as expense in the period such contingencies are resolved.

ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's condensed 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.

Lease Accounting—Lessor. The Company's lessor arrangements primarily include contracts for dedicated space on its communications infrastructure. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following 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 contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a contract. Certain of 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 change in CPI). If the payment terms call for fixed elements, such as 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.

See note 8 for further information.

Recent Accounting Pronouncements Not Yet Adopted

~~In February 2016, the FASB~~No new accounting pronouncements 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 and is required to be applied using a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. Early adoption is permitted, however, the Company doesbut not expect to early adopt the new guidance. CCIC (1) has established and is progressing through the various steps of a cross functional project plan to assess the impact of the standard; (2) expects this guidanceyet adopted are expected to 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; and (3) continues to assess additional impacts to its~~Company's condensed consolidated financial ~~statements, including the condensed consolidated statement of operations and the condensed consolidated statement of cash flows.~~statements.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)


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 amount~~2023 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 September 30, 2016 (see note 4).both March 31, 2019 and December 31, 2018 was $994 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 March 31,
	2017		2016		2017		2016		2019		2018
Interest expense on debt obligations	$	9,623	$	12,267	$	28,868	$	37,465	$	9,623	$	9,623
Amortization of deferred financing costs	346		667		1,038		2,081		346		346
Total	$	9,969	$	12,934	$	29,906	$	39,546	$	9,969	$	9,969


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.

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 agreement~~contract for the land that existed prior to an affiliate acquiring rights to such land. As of ~~September 30, 2017, there was~~March 31, 2019, approximately ~~28%~~30% of the Company's ~~sites where the~~towers were located on land ~~under the tower is~~which was controlled by an affiliate. Also, the Company receives ~~rent~~site rental revenue from affiliates for land controlled by the Company ~~that~~on which affiliates have towers ~~on.~~and pays ground rent expense to affiliates for land owned by affiliates on which the Company has towers.

~~CC HOLDINGS GS V LLC~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited~~

~~(Tabular dollars in thousands)~~

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019 and 2018, the Company recorded an equity ~~distribution~~distributions of ~~$224.2~~$91.0 million and $97.3 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 ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, other than the amounts of its ROU assets and operating lease liabilities related to land leased from affiliates of the Company reflected in "Operating lease right-of-use assets," "Current portion of operating lease liabilities—related parties" and "Operating lease liabilities—related parties" on the Company's condensed consolidated balance sheet, 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 of~~included in the CCIC REIT.

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, the Company's effective tax rate differed from the federal statutory rate predominately due to (1) CCIC's REIT status, including the dividends paid deduction and (2) state taxes.

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)


6.	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 interpret~~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. ~~There were no changes since~~Since December 31, ~~2016~~2018, there have not been any changes 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, 2016				Level in Fair Value Hierarchy	March 31, 2019				December 31, 2018
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	24,519	$	24,519	$	19,550	$	19,550	1	$	17,710	$	17,710	$	18,707	$	18,707
Liabilities:
Debt	2	992,317		1,050,230		991,279		1,013,300		2	994,393		1,026,380		994,047		990,600


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


8.	~~Supplemental Cash Flow Information~~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 March 31, 2019. Generally, the Company's leases with its tenants provide for (1) annual escalations, (2) multiple renewal periods at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. 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.



	Nine months ending December 31,		Years ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Tenant leases^(a)	$	485,666	$	645,750	$	642,000	$	618,784	$	448,065	$	1,458,163	$	4,298,428


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

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)

Lessee Operating Leases

The components of the Company's lease expense is as follows:



	Three Months Ended March 31,
	2019
Lease cost^(a):
Operating lease expense^(b)	29,167
Variable lease expense^(c)	9,701
Total lease expense	$	38,868

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 condensed consolidated balance sheet. See note 1 for further discussion of the Company's prepaid master lease agreements and note 2 for further information regarding the Company's adoption method of the new lease standard. Finance leases and associated leasehold improvements related to gross property and equipment and accumulated depreciation were $979 million and $611 million, respectively, as of March 31, 2019. For the period ended March 31, 2019, the Company has recorded $7 million to "Depreciation, amortization and accretion" related to finance leases.

Other Lessee Information

As of March 31, 2019, the Company's weighted-average remaining lease term and weighted-average discount rate for operating leases were 16 years and 4.6%, respectively.

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



	Nine months ending December 31,		Years ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total undiscounted lease payments		Less: Imputed interest			Total operating lease liabilities
Operating leases^(a)(b)	$	79,745	$	106,525	$	106,193	$	105,485	$	104,482	$	1,177,767	$	1,680,197	$	(519,100	)	$	1,161,097

Comparative Information from 2018 Form 10-K

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

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



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

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-Unaudited

(Tabular dollars in thousands)



	Three Months Ended March 31,
	2019		2018
Supplemental disclosure of cash flow information:
Cash payments related to operating lease liabilities^(a)(b)	$	25,827	$	—
Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities^(b)	5,879		—

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

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 ~~2016~~2018 Form 10-K. Capitalized terms used but not defined in this Form 10-Q have the same meaning given to them in our ~~2016~~2018 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.

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 tenants.

Business Fundamentals and Results

The following are certain highlights of our business fundamentals and results as of and for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2019.

Net cash provided by operating activities was ~~$275.1~~$108.8 million. See "Item 2. MD&A—Liquidity and Capital Resources."

The following are certain highlights of our outlook that impact our business fundamentals described above.

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 ~~2016~~2018 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 ~~2016~~2018 Form 10-K.

~~Comparison~~Highlights of ~~Consolidated Results of Operations~~

~~The following information is derived from~~ our ~~historical consolidated statements~~results of operations for the ~~periods indicated.~~three months ended March 31, 2019 and 2018 are depicted below.

Costs of operations^(a)(b)

____________________

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
Percent
Change
(Dollars in thousands)
Site rental revenues $ 460,028
$ 458,781
— %

Operating expenses:
Costs of operations^(a)(b)
140,460
137,813
2 %
Management fee^(b)
35,069
33,936
3 %
Asset write-down charges —
3,724
*
Depreciation, amortization and accretion 157,886
157,098
1 %
Total operating expenses 333,415
332,571
— %
Operating income (loss) 126,613
126,210
— %
Interest expense and amortization of deferred financing costs (29,906 ) (39,546 ) (24 )%
Gains (losses) on retirement of long-term obligations —
(10,273 )
Other income (expense) 129
(85 )
Income (loss) before income taxes 96,836
76,306

Benefit (provision) for income taxes (264 ) (253 )
Net income (loss) $ 96,572
$ 76,053

~~____________________~~

~~Third~~First Quarter ~~2017~~2019 and ~~2016~~2018

Site rental revenues for the three months ended ~~September 30, 2017~~March 31, 2019 increased by ~~$1.2~~$4.3 million, or 1%3%, from the same period in the prior year. ~~This increase in site~~Site rental revenues ~~was~~were 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'~~tenants' ongoing efforts to improve network quality and capacity. See also "Item 2. MD&A—General Overview" and ~~the 2016~~our 2018 Form 10-K for further discussion regarding our ~~customers'~~tenants' decommissioning of the Acquired Networks.

Operating income for the three months ended ~~September 30, 2017~~March 31, 2019 increased by ~~$2.2~~$3.9 million, or 6%8%, from the same period in the prior year. The increase in operating income was ~~predominately~~primarily 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 accretion~~cost of operations from the three months ended ~~September 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.March 31, 2018.

Interest expense and amortization of deferred financing costs for the three months ended ~~September 30, 2017 decreased $3.0 million, or 23%,~~March 31, 2019 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 three months ended ~~September 30, 2017~~March 31, 2019 was ~~$31.7~~$44.7 million, compared to net income of ~~$16.9~~$40.7 million for the three months ended ~~September 30, 2016.~~March 31, 2018. The increase was primarily due ~~primarily~~ to the aforementioned ~~loss on retirement of long-term obligations recorded for the repayment of the previously outstanding 2.381% Secured Notes~~increase in ~~September 2016 and a corresponding decrease in interest expense and amortization of deferred financing costs.~~

~~First Nine Months 2017 and 2016~~

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

~~Operating income for the nine months ended September 30, 2017 remained consistent with the same period in the prior year.~~

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.

Interest expense and amortization of deferred financing costs for the nine months ended September 30, 2017 decreased $9.6 million, or 24%, 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 nine months ended September 30, 2017 was $96.6 million compared to net income of $76.1 million for the nine 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.revenues.

Liquidity and Capital Resources

General. Our core business generates revenues under long-term ~~leases~~contracts (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 ~~exceed~~exceeds our capital expenditures. We seek to allocate the net cash generated from our business in a manner that we believe drives value for our ~~member 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 of~~included in the CCIC REIT. We expect to continue to pay minimal cash income taxes as a result of CCIC's REIT status and NOLs.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of ~~September 30, 2017:~~March 31, 2019:

Over the next 12 months:

See note 3 to our condensed consolidated financial statements for additional information regarding our debt.

Summary Cash Flow Information

Operating Activities

The ~~increase~~decrease in net cash provided by operating activities for the first ~~nine~~three months of ~~2017~~2019 of ~~$22.0~~$1.1 million, or 9%1%, from the first ~~nine~~three months of ~~2016,~~2018, was primarily 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 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 include the following:

Capital expenditures for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 were as follows:

Financing Activities

The net cash flows used for financing activities infor the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018 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.

See our ~~2016~~2018 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.~~member.

Accounting and Reporting Matters

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The critical accounting policies and estimates for ~~2017~~2019 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, ~~2016~~2018 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 in our ~~2016~~2018 Form 10-K. ~~The~~See below for our updated critical accounting policies and estimates related to our lessee arrangements following the adoption of the new lease accounting guidance (commonly referred to as "ASC 842" or the "new lease standard") on January 1, 2019. See notes 2 and 8 to our condensed consolidated financial statements for further discussion and information related to the ~~first nine months of 2017 have not changed from the critical accounting policies for the year ended December 31, 2016.~~new lease standard.

Lease Accounting—Lessee

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

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

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

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

Accounting Pronouncements

Recently Adopted Accounting Pronouncements. See note 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. Existing information technology systems, review processes, and internal controls have been updated to align with the requirements of the new lease standard, which we adopted on January 1, 2019.

PART II—OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

See the disclosure in note 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 changes to the risk factors discussed in "Item ~~1A—~~1A. Risk Factors"in our ~~2016~~2018 Form 10-K.


ITEM 6.	EXHIBITS

Exhibit Index



Exhibit No.		Description

(a)	3.1	Certificate of Formation, as amended, of CC Holdings GS V LLC

(a)	3.2	Second Amended and Restated Limited Liability Company Agreement of CC Holdings GS V LLC

*	31.1	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

*	31.2	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

†	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

*	101.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:	~~November 6, 2017~~May 3, 2019	By:	/s/ Daniel K. Schlanger
			Daniel K. Schlanger
			Senior Vice President
			and Chief Financial Officer
			(Principal Financial Officer)

Date:	~~November 6, 2017~~May 3, 2019	By:	/s/ Robert S. Collins
			Robert S. Collins
			Vice President and Controller
			(Principal Accounting Officer)

1819



		Page
PART I—FINANCIAL INFORMATION		2
ITEM 1.	FINANCIAL STATEMENTS	2
	CONDENSED CONSOLIDATED BALANCE SHEET	2
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)	3
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)	4
	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY (Unaudited)	5
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—Unaudited	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1013
ITEM 4.	CONTROLS AND PROCEDURES	1617
PART II—OTHER INFORMATION		1718
ITEM 1.	LEGAL PROCEEDINGS	1718
ITEM 1A.	RISK FACTORS	1718
ITEM 6.	EXHIBITS	1718
EXHIBIT INDEX		1718
SIGNATURES		1819


	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	24,519	$	19,550	$	17,710	$	18,707
Receivables, net	2,379		3,527		2,811		4,327
Prepaid expenses(a)	25,913		24,051		11,569		23,155
Deferred site rental receivables and other current assets	29,174		20,313		28,917		27,014
Total current assets	81,985		67,441		61,007		73,203
Deferred site rental receivables	330,631		346,507		345,000		343,740
Property and equipment, net of accumulated depreciation of $896,689 and $828,670, respectively	1,061,711		1,088,883
Property and equipment, net of accumulated depreciation of $1,034,813 and $1,011,900, respectively					1,012,769		1,017,767
Operating lease right-of-use assets^(a)					1,094,798		—
Goodwill	1,338,730		1,338,730		1,338,730		1,338,730
Other intangible assets, net	951,352		1,038,007
Long-term prepaid rent and other assets, net	37,906		35,490
Other intangible assets, net^(a)					764,217		808,327
Long-term prepaid rent and other assets, net^(a)					2,177		39,669
Total assets	$	3,802,315	$	3,915,058	$	4,618,698	$	3,621,436

LIABILITIES AND EQUITY
Current liabilities:
Accrued expenses and payables	$	13,372	$	13,243
Accounts payable					$	1,601	$	1,933
Accrued interest	17,748		8,126		17,748		8,126
Deferred revenues	11,360		11,930		12,436		12,533
Other accrued liabilities^(a)					10,409		8,866
Current portion of operating lease liabilities—third parties^(a)					37,662		—
Current portion of operating lease liabilities—related parties^(a)					18,072		—
Total current liabilities	42,480		33,299		97,928		31,458
Debt	992,317		991,279		994,393		994,047
Deferred ground lease payable	106,677		102,519
Above-market leases and other liabilities	49,184		48,716
Operating lease liabilities—third parties^(a)					795,388		—
Operating lease liabilities—related parties^(a)					309,975		—
Deferred ground lease payable^(a)					—		112,832
Above-market leases and other liabilities^(a)					34,342		50,108
Total liabilities	1,190,658		1,175,813		2,232,026		1,188,445
Commitments and contingencies (note 7)
Member's equity:
Member's equity	2,611,657		2,739,245		2,386,672		2,432,991
Accumulated earnings (deficit)	—		—		—		—
Total member's equity	2,611,657		2,739,245		2,386,672		2,432,991
Total liabilities and equity	$	3,802,315	$	3,915,058	$	4,618,698	$	3,621,436


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
Cash flows from operating activities:
Net income (loss)	$	96,572		$	76,053		$	44,685		$	40,718
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	157,886			157,098			52,362			52,701
Amortization of deferred financing costs	1,038			2,081			346			346
Asset write-down charges	—			3,724			190			344
Gains (losses) on retirement of long-term obligations	—			10,273
Changes in assets and liabilities:
Increase (decrease) in accrued interest	9,622			9,093			9,622			9,622
Increase (decrease) in accounts payable	(893		)	(399		)	(32		)	(171		)
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities	3,788			2,515
Increase (decrease) in other liabilities							3,738			4,964
Decrease (increase) in receivables	1,148			1,688			1,516			(163		)
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent, and other assets	5,969			(8,951		)
Decrease (increase) in other assets							(3,675		)	1,485
Net cash provided by (used for) operating activities	275,130			253,175			108,752			109,846
Cash flows from investing activities:
Capital expenditures	(46,001		)	(39,317		)	(18,745		)	(14,821		)
Net cash provided by (used for) investing activities	(46,001		)	(39,317		)	(18,745		)	(14,821		)
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		)	(91,004		)	(97,308		)
Net cash provided by (used for) financing activities	(224,160		)	(194,678		)	(91,004		)	(97,308		)
Net increase (decrease) in cash and cash equivalents	4,969			19,180			(997		)	(2,283		)
Cash and cash equivalents at beginning of period	19,550			20,401			18,707			30,771
Cash and cash equivalents at end of period	$	24,519		$	39,581		$	17,710		$	28,488


	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Percent Change		Three Months Ended March 31, 2019			Three Months Ended March 31, 2018			Percent Change
	(Dollars in thousands)								(Dollars in thousands)
Site rental revenues	$	153,732		$	152,523		1	%	$	167,322		$	162,994		3	%

Operating expenses:
Costs of operations^(a)(b)	46,738			47,239			(1	)%	47,891			47,113			2	%
Management fee^(b)	11,779			11,425			3	%	12,124			11,989			1	%
Asset write-down charges	—			950			*		190			344			*
Depreciation, amortization and accretion	52,714			52,624			—	%	52,362			52,701			(1	)%
Total operating expenses	111,231			112,238			(1	)%	112,567			112,147			—	%
Operating income (loss)	42,501			40,285			6	%	54,755			50,847			8	%
Interest expense and amortization of deferred financing costs	(9,969		)	(12,934		)	(23	)%	(9,969		)	(9,969		)	—	%
Gains (losses) on retirement of long-term obligations	—			(10,273		)
Other income (expense)	(720		)	(74		)			(3		)	(67		)
Income (loss) before income taxes	31,812			17,004					44,783			40,811
Benefit (provision) for income taxes	(88		)	(84		)			(98		)	(93		)
Net income (loss)	$	31,724		$	16,920				$	44,685		$	40,718


	Nine Months Ended September 30,									Three Months Ended March 31,
	2017			2016			Change			2019			2018			Change
	(In thousands of dollars)									(In thousands)
Net cash provided by (used for):
Operating activities	$	275,130		$	253,175		$	21,955		$	108,752		$	109,846		$	(1,094	)
Investing activities	(46,001		)	(39,317		)	(6,684		)	(18,745		)	(14,821		)	(3,924		)
Financing activities	(224,160		)	(194,678		)	(29,482		)	(91,004		)	(97,308		)	6,304
Net increase (decrease) in cash and cash equivalents	$	4,969		$	19,180		$	(14,211	)	$	(997	)	$	(2,283	)	$	1,286



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



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


(b)	Represents the Company's operating lease expense related to its ROU assets for the three months ended March 31, 2019.


(c)	Represents the Company's contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) for the three months ended March 31, 2019. Such contingencies are recognized as expense in the period they are resolved.


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


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


◦	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 ~~wireless infrastructure.~~towers.


◦	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.~~


◦	~~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 of~~included in the CCIC REIT.


◦	Our subsidiaries (other than Crown Castle GS III Corp.) were organized specifically to own, lease and manage certain ~~shared wireless~~communications 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.


◦	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~~10 years each.


◦	The weighted-average remaining term (calculated by weighting the remaining term for each ~~lease~~contract by the related site rental revenue) of approximately ~~five~~six years, exclusive of renewals at the tenants' option, currently representing approximately ~~$3.6~~$4.3 billion of expected future cash inflows.


◦	~~Approximately 88%~~89% of our site rental revenues were derived from Sprint, AT&T, T-Mobile and Verizon Wireless.


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


◦	~~Approximately 19%~~22% 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.


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


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


◦	Our debt consists of $1.0 billion aggregate principal amount of 3.849% Secured Notes. See note 3 to our condensed consolidated financial statements.



	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016			Percent Change
	(Dollars in thousands)
Site rental revenues	$	460,028		$	458,781		—	%

Operating expenses:
Costs of operations^(a)(b)	140,460			137,813			2	%
Management fee^(b)	35,069			33,936			3	%
Asset write-down charges	—			3,724			*
Depreciation, amortization and accretion	157,886			157,098			1	%
Total operating expenses	333,415			332,571			—	%
Operating income (loss)	126,613			126,210			—	%
Interest expense and amortization of deferred financing costs	(29,906		)	(39,546		)	(24	)%
Gains (losses) on retirement of long-term obligations	—			(10,273		)
Other income (expense)	129			(85		)
Income (loss) before income taxes	96,836			76,306
Benefit (provision) for income taxes	(264		)	(253		)
Net income (loss)	$	96,572		$	76,053


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

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