

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


~~1220 Augusta Drive, Suite 600, Houston, Texas 77057-2261~~ ~~(Address~~Title of ~~principal executives office) (Zip Code)~~ each class	Trading Symbol(s)	Name of each exchange on which registered
~~(713) 570-3000~~ ~~(Registrant's telephone number, including area code)~~ N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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,"~~company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o☐

Accelerated filer

o☐

Non-accelerated filer

x☒

~~(Do not check if a smaller reporting company)~~

Smaller reporting company

o☐

Emerging growth company

o☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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 ~~September 30, 2017,~~March 31, 2021, 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

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," "target," "seek," "focus" and any ~~variation~~variations of these words, and similar expressions are intended to identify forward-looking statements. Such statements include plans, projections and estimates contained in "Part I—Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations"("MD&A")herein. Such forward-looking statements include (1) ~~expectations regarding~~ anticipated growth in the wireless industry and demand for wireless data, including factors driving such demand, (2) wireless carriers' ~~investments in their networks, tenant additions, customer consolidation or ownership changes, or~~focus on improving network quality and expanding capacity, (3) demand for our ~~sites, (2) expectations regarding non-renewals of tenant leases (including~~towers, including factors driving such demand, and the ~~impact of our customers' decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks (collectively, the "Acquired Networks")), (3)~~potential benefits that may be derived therefrom, (4) availability and adequacy of cash flows and liquidity, ~~for, or plans regarding, future discretionary investments including: capital expenditure limitations created as a result~~(5) value which may be derived from our allocation 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 ofcash generated from our ~~discretionary investments, (5) anticipated changes in our financial results, including future revenues, margins, and operating cash flows,~~business, (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,~~maturities, (7) ~~expectations for sustaining capital expenditures,~~income taxes and (8) ~~expectations related to CCIC's ability to remain qualified as a real estate investment trust ("REIT") and~~ the ~~advantages, benefits or~~potential impact of ~~or opportunities created by the inclusion of our assets and operations in CCIC's REIT.~~novel coronavirus (COVID-19) pandemic.

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~~the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020 ("~~2016~~2020 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.

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

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive.

Unless this 2021 Form 10-Q indicates otherwise or the context otherwise requires, the terms, "we," "our," or "us" as used in this 2021 Form 10-Q refer to CC Holdings GS V LLC ("CCL") and its consolidated wholly owned subsidiaries (collectively, "Company"). The Company is a wholly owned subsidiary of Global Signal Operating Partnership, L.P. ("GSOP"), which is an indirect subsidiary of CCIC. Capitalized terms used but not defined in this 2021 Form 10-Q have the same meaning given to them in the 2020 Form 10-K.

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CC HOLDINGS GS V LLC

(In thousands of dollars)


	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	34,727		$	17,439
Receivables, net	4,925			4,712
Prepaid expenses	13,274			12,499
Deferred site rental receivables and other current assets	40,238			38,136
Total current assets	93,164			72,786
Deferred site rental receivables	341,017			346,019
Property and equipment, net of accumulated depreciation of $1,213,284 and $1,190,055, respectively	931,432			951,870
Operating lease right-of-use assets	1,166,886			1,166,726
Goodwill	1,338,730			1,338,730
Other intangible assets, net	536,854			565,274
Other assets	1,732			1,627
Total assets	$	4,409,815		$	4,443,032

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,997		$	1,515
Accrued interest	17,748			8,126
Deferred revenues	86,737			71,427
Other accrued liabilities	10,150			6,107
Current portion of operating lease liabilities—third parties	39,881			40,825
Current portion of operating lease liabilities—related parties	24,327			24,211
Total current liabilities	180,840			152,211
Debt	997,161			996,815
Operating lease liabilities—third parties	850,973			850,272
Operating lease liabilities—related parties	323,664			322,817
Other long-term liabilities	171,881			183,966
Total liabilities	2,524,519			2,506,081
Commitments and contingencies (note 7)
Member's equity:
Member's equity	1,885,296			1,936,951
Accumulated earnings (deficit)	0			0
Total member's equity	1,885,296			1,936,951
Total liabilities and equity	$	4,409,815		$	4,443,032

September 30, 2017 December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents $ 24,519
$ 19,550
Receivables, net 2,379
3,527
Prepaid expenses 25,913
24,051
Deferred site rental receivables and other current assets 29,174
20,313
Total current assets 81,985
67,441
Deferred site rental receivables 330,631
346,507
Property and equipment, net of accumulated depreciation of $896,689 and $828,670, respectively 1,061,711
1,088,883
Goodwill 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
Total assets $ 3,802,315
$ 3,915,058

LIABILITIES AND EQUITY
Current liabilities:
Accrued expenses and payables $ 13,372
$ 13,243
Accrued interest 17,748
8,126
Deferred revenues 11,360
11,930
Total current liabilities 42,480
33,299
Debt 992,317
991,279
Deferred ground lease payable 106,677
102,519
Above-market leases and other liabilities 49,184
48,716
Total liabilities 1,190,658
1,175,813
Commitments and contingencies (note 7)

Member's equity:
Member's equity 2,611,657
2,739,245
Accumulated earnings (deficit) —
—
Total member's equity 2,611,657
2,739,245
Total liabilities and equity $ 3,802,315
$ 3,915,058

See notes to condensed consolidated financial statements.

(In thousands of dollars)

Amortization of tower installations and modifications(a)

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

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

Site rental cost of operations—total^(a)

Site rental cost of operations—third parties(b)

Site rental cost of operations—total(b)

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

(a)Represents the amortization of deferred revenues recorded in connection with the tower installation and modification transactions (described in note 4) that result in permanent improvements to the Company's towers. The Company receives no cash from, and is not party to, such transactions.

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

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands of dollars)


	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:(a)
Net income (loss)	$	64,491	$	61,781
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	52,695		52,346
Amortization of deferred financing costs	346		346
Asset write-down charges	557		424
Changes in assets and liabilities:
Increase (decrease) in accrued interest	9,622		9,622
Increase (decrease) in accounts payable	992		1,200
Increase (decrease) in other liabilities	7,000		11,187
Decrease (increase) in receivables	(213)		(1,141)
Decrease (increase) in other assets	2,505		(2,143)
Net cash provided by (used for) operating activities	137,995		133,622
Cash flows from investing activities:
Capital expenditures(b)	(4,561)		(16,442)
Net cash provided by (used for) investing activities	(4,561)		(16,442)
Cash flows from financing activities:
Distributions to member	(116,146)		(108,620)
Net cash provided by (used for) financing activities	(116,146)		(108,620)
Net increase (decrease) in cash and cash equivalents	17,288		8,560
Cash and cash equivalents at beginning of period	17,439		20,407
Cash and cash equivalents at end of period	$	34,727	$	28,967

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net income (loss) $ 96,572
$ 76,053
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion 157,886
157,098
Amortization of deferred financing costs 1,038
2,081
Asset write-down charges —
3,724
Gains (losses) on retirement of long-term obligations —
10,273
Increase (decrease) in accrued interest 9,622
9,093
Increase (decrease) in accounts payable (893 ) (399 )
Increase (decrease) in deferred revenues, deferred ground lease payable and other liabilities 3,788
2,515
Decrease (increase) in receivables 1,148
1,688
Decrease (increase) in other current assets, deferred site rental receivable, long-term prepaid rent, and other assets 5,969
(8,951 )
Net cash provided by (used for) operating activities 275,130
253,175
Cash flows from investing activities:
Capital expenditures (46,001 ) (39,317 )
Net cash provided by (used for) investing activities (46,001 ) (39,317 )
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 )
Net cash provided by (used for) financing activities (224,160 ) (194,678 )
Net increase (decrease) in cash and cash equivalents 4,969
19,180
Cash and cash equivalents at beginning of period 19,550
20,401
Cash and cash equivalents at end of period $ 24,519

$ 39,581

(a)The Company receives no cash from, and is not party to, the tower installation and modification transactions described in note 4. Such transactions, however, are reflected on the cash flow statement for GAAP purposes as if an amount equal to the lease component for such transactions had been received by the Company, and, as such, the amounts have been recorded as deferred revenues.

(b)Includes permanent improvements recorded in connection with the tower installation and modification transactions described in note 4. The Company receives no cash from, and is not party to, such transactions.

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

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

(In thousands of dollars)


	Member's Equity		Accumulated Earnings (Deficit)		Total
Balance, December 31, 2020	$	1,936,951	$	0	$	1,936,951
Distributions to member	(51,655)		(64,491)		(116,146)
Net income (loss)	0		64,491		64,491
Balance, March 31, 2021	$	1,885,296	$	0	$	1,885,296

	Member's Equity		Accumulated Earnings (Deficit)		Total
Balance, December 31, 2019	$	2,096,954	$	0	$	2,096,954
Distributions to member	(46,839)		(61,781)		(108,620)
Net income (loss)	0		61,781		61,781
Balance, March 31, 2020	$	2,050,115	$	0	$	2,050,115

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

See notes to condensed consolidated financial statements.

CC HOLDINGS GS V LLC

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

(Tabular dollars in thousands)

1.General


1.	~~General~~

The accompanying condensed consolidated financial statements reflect the condensed 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 condensed consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, ~~2016,~~2020, and related notes thereto, included in the ~~2016~~2020 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, "sites") that are geographically dispersed ~~across~~throughout 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, "tenant contracts"). The Company's customers on its sites 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~~T-Mobile (which T-Mobile assumed in connection with its merger with Sprint) ("~~Sprint~~T-Mobile Sites"). CCIC, through its subsidiaries (including the Company), has the option to purchase in 2037 all (but not less than all) of the ~~Sprint~~T-Mobile Sites from ~~Sprint~~T-Mobile 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 condensed consolidated financial position of the Company ~~as of~~ ~~September 30, 2017, and~~at March 31, 2021, the condensed consolidated results of operations for the three months ended March 31, 2021 and 2020 and the condensed consolidated cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020. 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").~~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 atas of the date of the financial statements ~~as well as~~and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from ~~these~~those estimates.


2.	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.~~Significant Accounting Policies

Recently Adopted Accounting Pronouncements

No ~~new~~ accounting pronouncements adopted during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 had a material impact on the Company's condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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

CC HOLDINGS GS V LLC

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

(Tabular dollars in thousands)

3.Debt

~~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 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 does 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 guidance 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 condensed consolidated financial statements, including the condensed consolidated statement of operations and the condensed consolidated statement of cash flows.


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~~2023 as of March 31, 2021 and December 31, 2020 was $997.2 million aggregate principal amount 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).and $996.8 million, respectively.

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 March 31,
	2021		2020
Interest expense on debt obligations	$	9,623	$	9,623
Amortization of deferred financing costs	346		346
Total	$	9,969	$	9,969

4.Related Party Transactions

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Interest expense on debt obligations $ 9,623
$ 12,267
$ 28,868
$ 37,465
Amortization of deferred financing costs 346
667
1,038
2,081
Total $ 9,969
$ 12,934
$ 29,906
$ 39,546


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~~Company's "Operating Revenues," as defined in the Management Agreement, which is based on the ~~Company’s~~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~~offer certain ~~modifications~~installation and modification services to ~~the Company's sites.~~

~~In addition, CCUSA may perform installation services~~tenants on the Company's ~~towers, for which~~towers; however, the Company receives no cash from, and is not a party to, ~~any agreement~~such transactions. The Company includes the deferred revenue for a portion of the transaction price for the tower installation and ~~for~~modification services, which norepresents a lease component under GAAP, within "Deferred revenues," on the Company's condensed consolidated balance sheet and recognizes it as "Amortization of tower installations and modifications" on the Company's condensed consolidated statement of operations over the associated estimated lease term. The portions of the transaction price which do not represent a lease component are not reflected in the Company's operating ~~results are reflected herein.~~results.

As part of ~~the CCIC~~CCIC's strategy to obtain long-term control of the land under its towers, affiliates of the Company have acquired rights to land ~~interests~~ under the Company's towers. These affiliates then lease the land to the ~~Company.~~Company, and the Company pays ground rent expenses to the affiliates. Under such circumstances, the Company's obligation typically continues with the same or similar economic terms as the ~~lease agreement~~contract for the land that existed prior to ~~an affiliate acquiring rights to~~the purchase of such ~~land.~~land by the affiliate. As of ~~September 30, 2017, there was approximately 28%~~March 31, 2021, more than 30% of the Company's ~~sites where the~~towers were located on land ~~under the tower is~~ controlled by an affiliate. Also, the Company receives ~~rent revenue~~site rental revenues from affiliates for land ~~controlled~~owned by the Company ~~that~~on which affiliates have ~~towers on.~~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, 2021 and 2020, the Company recorded an equity ~~distribution~~distributions of ~~$224.2~~$116.1 million and $108.6 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~~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, 2021 and ~~2016,~~2020, other than the amounts of its ROU assets and operating lease liabilities related to land leased from affiliates of the Company reflected in "Operating lease right-of-use assets," "Current portion of operating lease liabilities—related parties" and "Operating lease liabilities—related parties," the Company had no material related party assets or liabilities on its condensed consolidated balance sheet.

5.Income Taxes


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, 2021 and ~~2016,~~2020, 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~~

CC HOLDINGS GS V LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollars in thousands)

6.Fair Values


	Level in Fair Value Hierarchy	March 31, 2021				December 31, 2020
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	34,727	$	34,727	$	17,439	$	17,439
Liabilities:
Debt	2	997,161		1,063,900		996,815		1,076,000

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~~available. Since December 31, 2020, there have been no changes ~~since December 31, 2016~~ 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~~

7.Commitments and ~~liabilities, are as follows:~~Contingencies

Level in Fair Value Hierarchy September 30, 2017 December 31, 2016

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Assets:
Cash and cash equivalents 1 $ 24,519
$ 24,519
$ 19,550
$ 19,550
Liabilities:
Debt 2 992,317
1,050,230
991,279
1,013,300


7.	~~Commitments and Contingencies~~

The Company is involved in various claims, assessments, 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 adverse 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~~see note 1 for a discussion of CCIC's option to purchase ~~in 2037 all (but not less than all) of the Sprint Sites, which represent~~ approximately 68% of the Company's ~~sites.~~towers at the end of their respective lease terms. CCIC has no obligation to exercise ~~the~~such purchase option.


8.	~~Supplemental Cash Flow Information~~

8.Supplemental Cash Flow Information


	Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016			2021		2020
Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Interest paid	$	19,246	$	28,372
Cash payments related to operating lease liabilities(a)(b)					Cash payments related to operating lease liabilities(a)(b)	$	26,699	$	26,402

Supplemental disclosure of non-cash operating, investing and financing activities:					Supplemental disclosure of non-cash operating, investing and financing activities:
New ROU assets obtained in exchange for operating lease liabilities(b)					New ROU assets obtained in exchange for operating lease liabilities(b)	8,599		11,756
Increase (decrease) in accounts payable for purchases of property and equipment					Increase (decrease) in accounts payable for purchases of property and equipment	(510)		(1,798)

~~CC HOLDINGS GS V LLC~~

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

~~(Tabular dollars in thousands)~~

~~CCL has no independent assets or operations. The 2012 Secured Notes~~(a)Excludes the Company's contingent payments pursuant to operating leases, which are guaranteed by all subsidiaries of CCL, each of which is a wholly-owned subsidiary of CCL, other than Crown Castle GS III Corp., which is a co-issuer of the 2012 Secured Notes and a wholly-owned finance subsidiary. Such guarantees are full and unconditional and joint and several. Subject to the provisions of the Indenture, a guarantor may be released and relieved of its obligations under its guarantee under certain circumstances including: (1)recorded as expense in the ~~event~~period such contingencies are resolved.

(b)Inclusive 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 accordanceleases with ~~the relevant provisions of the Indenture, or (4) upon the discharge of the Indenture in accordance with its terms.~~related parties. See note 4.

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~~Form 10-Q 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")~~&A included in ~~our 2016~~the 2020 Form 10-K. ~~Capitalized terms used but not defined in~~

Throughout this Item 2 and this Form 10-Q, have the same meaning given to them in our 2016 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 LLCsite rental revenues include both revenues from tenant contracts and ~~its subsidiaries.~~amortization of tower installations and modifications.

We own, lease orand manage sites that are geographically dispersed throughout the United States. The vast majority of our site rental revenues is of a recurring nature and ~~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, 2021:

•Potential growth resulting from ~~wireless network expansion and new entrants caused by~~the increasing demand for wireless data

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

◦We expect existing and potential new tenant demand for our towers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

◦Tenant additions on our existing sites are achieved at a low incremental operating cost, delivering high incremental returns.

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

•Organizational structure

◦For U.S. federal income tax purposes, CCIC operates as a REIT and, as its indirect subsidiary, our assets and operations are included in the CCIC REIT.

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

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

•Site rental revenues under long-term tenant ~~leases~~contracts

◦Initial terms of five to 15 years for site rental revenues derived from tenant contracts, with contractual escalations and multiple renewal periods of five to 10 years each, exercisable at the option of the tenant.

~~Revenues predominately~~◦Weighted-average remaining term of approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $4.1 billion of expected future cash inflows.

•Majority of our revenues from large wireless carriers

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

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

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

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

•Relatively fixed tower operating costs

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

•Minimal sustaining capital expenditure requirements

◦Sustaining capital expenditures represented less than 1% of total 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 million. See~~ ~~"Item 2. MD&A—Liquidity and Capital Resources."~~

~~Outlook Highlights~~

◦Net cash provided by operating activities was $138.0 million. See "Item 2. MD&A—Liquidity and Capital Resources."

Coronavirus (COVID-19)

In accordance with the U.S. Department of Homeland Security guidance issued in March 2020 designating telecommunications infrastructure and networks as critical infrastructure, we have continued our operations to ensure viability of communications networks, which are essential to public health and safety. We do not believe that COVID-19 had a material impact on our financial position, results of operations and cash flows during the three months ended March 31, 2021. We currently anticipate that we will be able to maintain sufficient liquidity as we manage through the current environment. See also "Item 2. MD&A—Liquidity and Capital Resources—Liquidity Position."

Guarantor Subsidiaries

Summary financial information of certain of CCL’s wholly owned subsidiaries whose securities are pledged as collateral for our 3.849% Secured Notes is not provided in this Form 10-Q because the assets, liabilities and results of operations of the combined guarantors of the 3.849% Secured Notes and CCL affiliates whose securities are so pledged are not materially different than the corresponding amounts presented in CCL's condensed consolidated financial statements. Below is a description of certain material terms of the guarantees of the 3.849% Secured Notes and the pledge of the equity interests of the Guarantors (as defined below) that secures the 3.849% Secured Notes.

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

CCL is a holding company with no significant operations or material assets other than the direct and indirect equity interests it holds in the Co-Issuer and the Guarantors. CCL conducts all of its business ~~fundamentals described above.~~

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

Pursuant to the terms of the Notes Documents, the trustee under the Secured Notes Indenture may pursue remedies under the Secured Notes Indenture, or pursue foreclosure proceedings on the collateral, following an event of default under the

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

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

The foregoing description of the Notes Documents is qualified in its entirety by the terms of the Secured Notes Indenture and the Pledge Agreement, which are incorporated by reference as Exhibit 4.1 and Exhibit 4.2, respectively, to our 2020 Form 10-K.

~~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~~the 2020 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~~ amounts (see "Item 2. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" herein and note 2 to the 2020 Form 10-K).

Highlights of our ~~2016 Form 10-K.~~

~~Comparison 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, 2021 and 2020 are depicted below.


	Three Months Ended March 31,
(In thousands of dollars)	2021		2020		Percent Change
Site rental revenues:
Revenues from tenant contracts	$	176,106	$	172,389	2	%
Amortization of tower installations and modifications(a)	15,109		14,052		8	%
Total site rental revenues	191,215		186,441		3	%

Operating expenses:
Site rental cost of operations—third parties(b)	38,180		37,827		1	%
Ground rent expenses—related parties	11,804		11,281		5	%
Site rental cost of operations—total(b)	49,984		49,108		2	%
Management fee—related party	13,423		12,722		6	%
Asset write-down charges	557		424		*
Depreciation, amortization and accretion	52,695		52,346		1	%
Total operating expenses	116,659		114,600		2	%
Operating income (loss)	74,556		71,841		4	%
Interest expense and amortization of deferred financing costs	(9,969)		(9,969)		—	%

Other income (expense)	3		15		*
Income (loss) before income taxes	64,590		61,887		4	%
Benefit (provision) for income taxes	(99)		(106)		*
Net income (loss)	$	64,491	$	61,781	4	%

Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Percent
Change
(Dollars in thousands)
Site rental revenues $ 153,732
$ 152,523
1 %

Operating expenses:
Costs of operations^(a)(b)
46,738
47,239
(1 )%
Management fee^(b)
11,779
11,425
3 %
Asset write-down charges —
950
*
Depreciation, amortization and accretion 52,714
52,624
— %
Total operating expenses 111,231
112,238
(1 )%
Operating income (loss) 42,501
40,285
6 %
Interest expense and amortization of deferred financing costs (9,969 ) (12,934 ) (23 )%
Gains (losses) on retirement of long-term obligations —
(10,273 )
Other income (expense) (720 ) (74 )
Income (loss) before income taxes 31,812
17,004

Benefit (provision) for income taxes (88 ) (84 )
Net income (loss) $ 31,724
$ 16,920

~~____________________~~

* Percentage is not meaningful.

(a)Represents the amortization of deferred revenues recorded in connection with the tower installation and modification transactions described in note 4 to our condensed consolidated financial statements that result in permanent improvements to our towers. We receive no cash from, and are not party to, such transactions.

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

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

First Quarter 2021 and 2020

~~____________________~~

~~Third Quarter 2017 and 2016~~

~~Site~~Total site rental revenues for the three months ended ~~September 30, 2017~~March 31, 2021 increased by ~~$1.2~~$4.8 million, or 1%3%, from the same period in the prior year. ~~This~~The increase in total 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 and escalations ~~and~~offset by 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 Form 10-K for further discussion regarding our customers' decommissioning of the Acquired Networks.~~

Operating income for the three months ended ~~September 30, 2017~~March 31, 2021 increased by ~~$2.2~~$2.7 million, or 6%4%, from the same period in the prior year. The increase in operating income was ~~predominately~~primarily due to the aforementioned increase in total 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, 2020.

Interest expense and amortization of deferred financing costs for the three months ended ~~September 30, 2017 decreased $3.0 million, or 23%,~~March 31, 2021 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, 2021 was ~~$31.7~~$64.5 million, compared to net income of ~~$16.9~~$61.8 million for the three months ended ~~September 30, 2016.~~March 31, 2020. 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.~~total site rental revenues.

~~First Nine Months 2017 and 2016~~

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.

Liquidity and Capital Resources

General. Our core business generates revenues under long-term ~~leases~~tenant 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 to our member above amounts required pursuant to the Management ~~Agreement to our member and ultimately other subsidiaries of CCIC.~~Agreement. 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, 2021:

September 30, 2017
(In thousands of dollars)
Cash and cash equivalents $ 24,519
Debt 992,317
Total member's equity 2,611,657



(In thousands of dollars)	March 31, 2021
Cash and cash equivalents	$	34,727
Debt	997,161
Total member's equity	1,885,296

Over the next 12 months:

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

•We have no scheduled contractual debt maturities.

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

Summary Cash Flow Information

Operating Activities

The increase in net cash provided by operating activities for the first ~~nine~~three months of ~~2017~~2021 of ~~$22.0~~$4.4 million, or 9%3%, from the first ~~nine~~three months of ~~2016,~~2020, 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. Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants.

Investing Activities

Capital Expenditures

Our capital expenditures are primarily recorded as a result of tower installation and modification services performed by CCUSA that result in permanent improvements to our towers. We receive no cash from, and are not party to, such transactions. Such capital expenditures include the following:

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

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

Capital expenditures for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 were as follows:


	Three Months Ended March 31,
(In thousands of dollars)	2021		2020		Change
Discretionary	$	3,811	$	15,311	$	(11,500)
Sustaining	750		1,131		(381)
Total	$	4,561	$	16,442	$	(11,881)

Nine Months Ended September 30,
2017 2016 Change
(In thousands of dollars)
Site improvements $ 40,338
$ 32,980
$ 7,358
Sustaining 5,663
6,337
(674 )
Total $ 46,001
$ 39,317
$ 6,684
Discretionary capital expenditures were primarily impacted by the timing of tenant activity during the first three months of 2021 compared to the same period in 2020.

Financing Activities

The net cash flows used for financing activities induring the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016 includes the impact from~~2020 were impacted by 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~~the 2020 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 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~~prescribed by ~~GAAP, with no need for management's judgment.~~GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The critical accounting policies and estimates for 2021 are not intended to be a comprehensive list of our accounting policies and estimates. Our critical accounting policies and estimates as of December 31, ~~2016~~2020 are described in "Item 7. MD&A—Accounting and Reporting Matters" and in note 2 of our consolidated financial statements in ~~our 2016~~the 2020 Form 10-K. ~~The critical accounting policies and estimates for the first nine months of 2017 have not changed from the critical accounting policies for the year ended December 31, 2016.~~

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 ("CEO") and Chief Financial Officer ("CFO"), 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~~their evaluation, the ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer~~CFO concluded that as of March 31, 2021, 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~~Form 10-Q 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.~~10-Q.

ITEM 1A.RISK FACTORS

There are no material changes to the risk factors discussed in "Item ~~1A—~~1A. Risk Factors" in ~~our 2016~~the 2020 Form 10-K.


~~ITEM 6.~~ Exhibit No.						~~EXHIBITS~~

~~Exhibit Index~~

Description

~~Exhibit No.~~(a)		3.1	~~Description~~

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

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

*(b)		~~31.1~~22		List of Subsidiaries

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

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

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

*	~~101.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.~~101						The following financial statements from CC Holdings GS V LLC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statement of Operations, (iii) Condensed Consolidated Statement of Cash Flows, (iv) Condensed Consolidated Statement of Changes of Member's Equity, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags


†*			~~Furnished herewith.~~104


~~(a)~~	~~Incorporated by reference to the exhibit previously filed by the Registrant~~The cover page from CC Holdings GS V LLC's Quarterly Report on Form ~~S-4 (Registration No. 333-187970) on April 17, 2013.~~10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL

* Filed herewith.

† Furnished herewith.

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

(b)Incorporated by reference to the exhibit previously filed by the Registrant on Annual Report on Form 10-K for the year ended December 31, 2020.

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, 2021

By:

/s/ DANIEL K. SCHLANGER

Daniel K. Schlanger

~~Daniel K. Schlanger~~

~~Senior~~Executive Vice President

and Chief Financial Officer

(Principal Financial Officer)

Date:

~~November 6, 2017~~May 3, 2021

By:

/s/ ROBERT S. COLLINS

Robert S. Collins

~~Robert S. Collins~~

Vice President and Controller

(Principal Accounting Officer)



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



	September 30, 2017		December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	24,519	$	19,550
Receivables, net	2,379		3,527
Prepaid expenses	25,913		24,051
Deferred site rental receivables and other current assets	29,174		20,313
Total current assets	81,985		67,441
Deferred site rental receivables	330,631		346,507
Property and equipment, net of accumulated depreciation of $896,689 and $828,670, respectively	1,061,711		1,088,883
Goodwill	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
Total assets	$	3,802,315	$	3,915,058

LIABILITIES AND EQUITY
Current liabilities:
Accrued expenses and payables	$	13,372	$	13,243
Accrued interest	17,748		8,126
Deferred revenues	11,360		11,930
Total current liabilities	42,480		33,299
Debt	992,317		991,279
Deferred ground lease payable	106,677		102,519
Above-market leases and other liabilities	49,184		48,716
Total liabilities	1,190,658		1,175,813
Commitments and contingencies (note 7)
Member's equity:
Member's equity	2,611,657		2,739,245
Accumulated earnings (deficit)	—		—
Total member's equity	2,611,657		2,739,245
Total liabilities and equity	$	3,802,315	$	3,915,058


														Three Months Ended March 31,
	Three Months Ended September 30,						Nine Months Ended September 30,							2021		2020
��	2017			2016			2017			2016

Site rental revenues	$	153,732		$	152,523		$	460,028		$	458,781
Site rental revenues:													Site rental revenues:
Revenues from tenant contracts													Revenues from tenant contracts	$	176,106	$	172,389
Amortization of tower installations and modifications(a)													Amortization of tower installations and modifications(a)	15,109		14,052
Total site rental revenues													Total site rental revenues	191,215		186,441

Operating expenses:													Operating expenses:
Site rental cost of operations—third parties^(a)	37,504			38,670			113,185			112,575
Site rental cost of operations—related parties^(a)	9,234			8,569			27,275			25,238
Site rental cost of operations—total^(a)	46,738			47,239			140,460			137,813
Site rental cost of operations—third parties(b)													Site rental cost of operations—third parties(b)	38,180		37,827
Ground rent expenses—related parties													Ground rent expenses—related parties	11,804		11,281
Site rental cost of operations—total(b)													Site rental cost of operations—total(b)	49,984		49,108
Management fee—related party	11,779			11,425			35,069			33,936			Management fee—related party	13,423		12,722
Asset write-down charges	—			950			—			3,724			Asset write-down charges	557		424
Depreciation, amortization and accretion	52,714			52,624			157,886			157,098			Depreciation, amortization and accretion	52,695		52,346
Total operating expenses	111,231			112,238			333,415			332,571			Total operating expenses	116,659		114,600
Operating income (loss)	42,501			40,285			126,613			126,210			Operating income (loss)	74,556		71,841
Interest expense and amortization of deferred financing costs	(9,969		)	(12,934		)	(29,906		)	(39,546		)	Interest expense and amortization of deferred financing costs	(9,969)		(9,969)
Gains (losses) on retirement of long-term obligations	—			(10,273		)	—			(10,273		)
Other income (expense)	(720		)	(74		)	129			(85		)	Other income (expense)	3		15
Income (loss) before income taxes	31,812			17,004			96,836			76,306			Income (loss) before income taxes	64,590		61,887
Benefit (provision) for income taxes	(88		)	(84		)	(264		)	(253		)	Benefit (provision) for income taxes	(99)		(106)
Net income (loss)	$	31,724		$	16,920		$	96,572		$	76,053		Net income (loss)	$	64,491	$	61,781


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


◦	~~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.~~


◦	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, our assets and operations are part of the CCIC REIT.~~


◦	Our subsidiaries (other than Crown Castle GS III Corp.) were organized specifically to own, lease, and manage certain shared wireless infrastructure, such as towers or other structures, and have no employees.


~~ITEM 1.~~	~~FINANCIAL STATEMENTS~~


9.	~~Guarantor Subsidiaries~~


◦	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 with 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 lease by the related site rental revenue) of approximately five years, exclusive of renewals at the tenants' option, currently representing approximately $3.6 billion of expected future cash inflows.


◦	~~Approximately 88% 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 include sites that reside on land interests that are owned, including fee interests and perpetual easements.


◦	Approximately 19% 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.~~



	Three Months Ended September 30, 2017			Three Months Ended September 30, 2016			Percent Change
	(Dollars in thousands)
Site rental revenues	$	153,732		$	152,523		1	%

Operating expenses:
Costs of operations^(a)(b)	46,738			47,239			(1	)%
Management fee^(b)	11,779			11,425			3	%
Asset write-down charges	—			950			*
Depreciation, amortization and accretion	52,714			52,624			—	%
Total operating expenses	111,231			112,238			(1	)%
Operating income (loss)	42,501			40,285			6	%
Interest expense and amortization of deferred financing costs	(9,969		)	(12,934		)	(23	)%
Gains (losses) on retirement of long-term obligations	—			(10,273		)
Other income (expense)	(720		)	(74		)
Income (loss) before income taxes	31,812			17,004
Benefit (provision) for income taxes	(88		)	(84		)
Net income (loss)	$	31,724		$	16,920



	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