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					       CC HOLDINGS GS V LLC
  Management’s Discussion and Analysis

     Consolidated Financial Statements

       December 31, 2009 and 2008

(With Independent Auditors’ Report Thereon)
    CC HOLDINGS GS V LLC
Management’s Discussion and Analysis
           (Unaudited)

    December 31, 2009 and 2008
                                          CC HOLDINGS GS V LLC
                                    Management’s Discussion and Analysis
                                               (Unaudited)
                                          December 31, 2009 and 2008



Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis (“MD&A”) of the consolidated financial condition and
results of operations of CC Holdings GS V LLC and its consolidated wholly owned subsidiaries (“GSL V”) is
provided as a convenience to the reader in understanding GSL V’s financial condition, changes in financial
condition and results of operations as of and for the year ended December 31, 2009. GSL V is a wholly owned
subsidiary of Global Signal Operating Partnership, L.P., which is an indirect subsidiary of Crown Castle
International Corp. (“CCIC” or “Crown Castle”, a Delaware Corporation). The following should be read in
conjunction with the (i) audited consolidated financial statements of GSL V for the years ended December 31,
2009 and 2008 and (ii) CCIC’s Annual Report on Form 10-K (“Crown Castle 10-K”) for the year ended
December 31, 2009. Unless indicated otherwise, reference to GSL V’s consolidated financial statements refers to
those financial statements for the years ended December 31, 2009 and 2008. Any capitalized terms used but not
defined herein have the same meaning given to them in GSL V’s consolidated financial statements. Unless this
report indicates otherwise or the context requires, the terms “we,” “our,” “our company,” “the company,” or us”
as used in this report refers to Global Signal Holdings V LLC and its consolidated wholly owned subsidiaries.
GSL V is not separately subject to the periodic reporting requirements of the Securities Exchange Act of 1934
and the information provided herein does purport to comply with such reporting requirements.

Cautionary Language Regarding Forward-Looking Statements
This annual report contains forward-looking statements that are based on management’s expectations as of the
filing date of this report. Statements that are not historical facts are hereby identified as forward-looking
statements. In addition, words such as “estimate,” “anticipate,” “project,” “plan,” “intend,” “believe,” “expect,”
“likely,” “predicted,” and similar expressions are intended to identify forward-looking statements. Such
statements include plans, projections and estimates contained in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” herein.

Such forward-looking statements are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those expected. These risks and uncertainties include, prevailing market conditions, the risk
factors described in “Item 1A. Risk Factors” of the Crown Castle 10-K, as well as the following risk factors that
are in addition to those included in the Crown Castle 10-K.

     A substantial portion of GSL V’s revenues are derived from a small number of customers, and the loss,
      consolidation or financial instability of, or network sharing among, any of our limited number of customer
      may materially decrease revenues. For the year ended December 31, 2009 approximately 73% of our
      revenues were derived from Sprint Nextel, AT&T, T-Mobile and Verizon Wireless, which represented
      36%, 14%, 13% and 10%, respectively of GSL V’s consolidated revenues.
     Customers may choose not to renew their tenant leases. The collocation agreement under the Sprint Nextel
      master leases have an initial term of 10 years, commencing May 2005.
     The bankruptcy of certain subsidiaries of Sprint Nextel which are sublessors to one of GSL V’s
      subsidiaries could result in GSL V’s subsidiaries sublease interests being rejected by the bankruptcy court.




                                                       1                                              (Continued)
                                          CC HOLDINGS GS V LLC
                                     Management’s Discussion and Analysis
                                                (Unaudited)
                                          December 31, 2009 and 2008



     The failure of one of GSL V’s subsidiaries to comply with its covenants in Sprint Nextel master leases
      including its obligation to timely pay ground lease rent, could result in an event of default under the
      applicable Sprint master leases, which could adversely impact GSL V’s business.
     GSL V has no employees of its own and hence is dependent on CCUSA who provides management
      services for the conduct of GSL V’s operations. Any failure of CCUSA to continue to perform in its role as
      manager of the towers could have a material adverse impact on GSL V’s business.
     CCUSA may experience conflicts of interest in the management of the towers and in the management of
      towers of affiliates carried out pursuant to other management agreements.

General Overview
Overview
GSL V owns, operates and leases towers and other communication structures, including certain rooftop
installations (collectively, “towers”), for wireless communications. GSL V’s business is renting space on its
towers via long-term contracts in various forms, including license, sublease and lease agreements. Generally,
GSL V’s towers can accommodate multiple customers for antennas and other equipment necessary for the
transmission of wireless signals for mobile telephones and other devices.

Information concerning GSL V’s tower portfolio as of December 31, 2009 is as follows:

     GSL V owned, leased or managed approximately 7,900 towers located across the United States.
     GSL V’s customers include many of the world’s major wireless communications companies. For the year
      ended December 31, 2009, Sprint Nextel, AT&T, T-Mobile and Verizon Wireless accounted for 36%,
      14%, 13% and 10%, respectively, of GSL V’s revenues.
     GSL V owned in fee or had perpetual or long-term easements in the land and other properties (collectively
      “land”) on which approximately 1,000 of GSL V’s towers reside, and GSL V leased, subleased, or licensed
      the land on which approximately 6,500 of GSL V’s towers reside. In addition, GSL V managed
      approximately 400 towers owned by third parties where GSL V had the right to market space on the tower
      or where GSL V had sublease agreements with the tower owner.

GSL V is a special purpose entity that has no employees. Management services are performed by Crown Castle
USA Inc. (“CCUSA”), an affiliate of GSL V. The management fee is equal to 7.5% of GSL V’s revenue
excluding the revenues related to the accounting for leases with fixed escalators as required by the applicable
accounting standard. GSL V is an indirect subsidiary of Crown Castle and is a limited liability corporation that is
treated as a disregarded entity for income tax return filing purposes.

The following are certain highlights of GSL V’s business fundamentals, which mirror CCIC’s and which are
further discussed in the Crown Castle 10-K, including in “Item 1. Business”, and this “MD&A”:

     potential growth resulting from wireless network expansion;
     site rental revenues under long-term leases with contractual escalations;
     revenues predominately from large wireless carriers;

                                                        2                                              (Continued)
                                           CC HOLDINGS GS V LLC
                                     Management’s Discussion and Analysis
                                                (Unaudited)
                                           December 31, 2009 and 2008



     majority of land under GSL V’s towers under long-term control;
     relatively fixed tower operating costs;
     high incremental margins and cash flows on organic revenue growth;
     minimal sustaining capital expenditure requirements;
     no debt maturities until 2017 and outstanding debt has fixed rate coupons; and
     significant cash flows from operations.

The key element of GSL V’s strategy is to organically grow revenues and cash flows from GSL V’s towers by
co-locating additional tenants on GSL V’s existing towers. GSL V’s long-term strategy is based on its belief that
opportunities will be created by the expected continued growth in the wireless communications industry, which
depends predominately on the demand for wireless telephony and data services by consumers. As a result of such
expected growth in the wireless communications industry, GSL V believes that the demand for its towers will
continue and result in organic growth of GSL V revenues due to the co-location of additional tenants on GSL V’s
existing towers. GSL V expects that new tenant additions or modifications of existing installations (collectively
referred to as “tenant additions”) on its towers should result in significant incremental cash flow due to the
relatively fixed costs to operate a tower (which tend to increase at approximately the rate of inflation). Certain of
the growth trends in the wireless communications industry are discussed further in “Item 1. Business – Strategy”
of the Crown Castle 10-K.

The following is a discussion of certain recent events which may impact our business and our strategy or the
wireless communications industry:

     Consumer wireless voice and data service usage increased according to a CTIA U.S. wireless industry
      survey and other published reports (see Crown Castle 10-K “Item 1. Business – Strategy”).
     The auction of spectrum licenses in the FCC 700 MHz Band Auction No. 73 completed in March 2008 and
      the FCC Advanced Wireless Services Auction No. 66 has enabled next generation networks, and we
      expect that these spectrum auctions and future auctions should continue to enable next generation networks
      and may possibly enable one or more new entrants into the wireless communications industry and
      encourage more innovation.
     During 2009, the consolidation of wireless carriers continued with the acquisition of several smaller
      wireless carriers, most notably Verizon’s acquisition of Alltel Corp. We do not expect lease cancellations
      from duplicate or overlapping networks as a result of this acquisition to have a material adverse affect on
      our results.




                                                         3                                               (Continued)
                                        CC HOLDINGS GS V LLC
                                   Management’s Discussion and Analysis
                                              (Unaudited)
                                        December 31, 2009 and 2008



    The challenging credit markets and global economic recession continued during 2009. However, the credit
     markets improved during 2009 from the fourth quarter of 2008, as seen in the decrease in credit spreads
     and improved liquidity in the market place. The extent and length of the global economic recession is
     difficult to predict; and although the economic outlook improved somewhat during 2009, a pronounced or
     prolonged expansion of the economy is not assured. The following is a discussion of the potential impact
     on us from the credit markets and economy:

     –     Historically, aggregate capital spending and the associated demand for our towers by wireless
           communication companies have been relatively stable over the last several years, although we did
           see reductions during prior economic downturns. Despite the recent global economic recession,
           demand has continued to grow for wireless services; which has historically been the predominate
           driver of demand for our towers over the long-term; and we expect that growth trend to continue
           over the foreseeable future. In addition, the effects of the global economic recession, including the
           impact of any customer defaults and bankruptcies, have not significantly impacted our existing
           recurring revenues. Consequently, we currently do not anticipate any material impact on our
           revenues over the foreseeable future.

Results of Operations
The following discussion of GSL V’s results of operations should be read in conjunction with its audited
consolidated financial statements. The following discussion of GSL V’s results of operations is based on its
consolidated financial statements prepared in accordance with generally accepted accounting principles in the
U.S. which requires them to make estimates and judgments that affect the reported amounts. (See note 1 to
GSL V’s consolidated financial statements.)




                                                      4                                             (Continued)
                                                 CC HOLDINGS GS V LLC
                                           Management’s Discussion and Analysis
                                                      (Unaudited)
                                                  December 31, 2009 and 2008



Comparison of Consolidated Results
The following is a comparison of GSL V’s consolidated results of operations for the years ended December 31,
2009 and 2008:
                                                                    Years ended December 31
                                                             2009                                    2008
                                                                     Percent                                 Percent
                                                                      of net                                  of net     Percent
                                                Amount              revenues            Amount              revenues     change
                                                                                (In thousands of dollars)

Site rental revenues                      $        460,981              100% $            442,362               100%           4%

Operating expenses:
  Costs of operations (a)                 $        167,269               36% $            169,667                39%          (1)%
  Management fee                                    32,938                7                31,910                 7            3
  Asset write-down charges                           8,585                2                 5,749                 1           49
  Depreciation, amortization and
     accretion                                     191,656               42               191,542                43           *

                                          $        400,448               87% $            398,868                90%          *

Operating income (loss)                   $         60,533                13% $             43,494               10%          39%
Interest and other income (expense)                    108                —                   (105)              —            *
Gain (loss) on debt repayments                    (107,718)              (23)                   —                —            *
Interest expense and amortization
   of deferred financing costs                     (95,381)              (21)             (89,333)               (20)          7

              Income (loss) before
                 income taxes                     (142,458)              (31)             (45,944)               (10)         *

Benefit (provision) for income taxes                58,588               13                 15,620                 3          *

              Net income (loss)           $        (83,870)              (18)% $          (30,324)                (7)%        *

*     Percentage is not meaningful

(a)   Exclusive of depreciation, amortization and accretion shown separately.


Years Ended December 31, 2009 and 2008
Site rental revenues for the year ended December 31, 2009 increased by $18.6 million, or 4%. This increase in
site rental revenues was driven primarily by (1) new tenant additions across our entire portfolio inclusive of
straight-line accounting for certain lease escalations, (2) impact of straight-line accounting from renewal of
customer leases, (3) escalations net of the impact of straight-line accounting, and (4) cancelations of customer
leases. Tenant additions were influenced by the previously mentioned growth in the wireless communications
industry.

Site rental gross margins (site rental revenues less site rental costs of operations) for the year ended
December 31, 2009 increased by $21 million, or 8%. The increase in the site rental gross margins was related to
the previously mentioned increase in site rental revenues primarily driven by new tenant additions and a decrease

                                                                    5                                                    (Continued)
                                          CC HOLDINGS GS V LLC
                                     Management’s Discussion and Analysis
                                                (Unaudited)
                                          December 31, 2009 and 2008



in repairs and maintenance expenses. Site rental gross margins as a percentage of site rental revenues for the year
ended December 31, 2009 increased by two percentage points, to 64%, from the same period in the prior year
primarily as a result of high incremental margins associated with tenant additions given the relatively fixed costs
to operate a tower. The $21 million incremental margin represents 113% of the related increase in site rental
revenues.

Management fee for the year ended December 31, 2009 increased by $1.0 million, or 3%, but remained 7% of
total net revenues. The management fee is equal to 7.5% of GSL V’s revenue excluding the revenues related to
the accounting for leases with fixed escalators as required by the applicable accounting standard.

Depreciation, amortization and accretion for the year ended December 31, 2009 increased by $0.1 million, or less
than 1%. The increase is consistent with the movement in our fixed assets and intangible assets which did not
materially change between the years ended December 31, 2009 and 2008.

In April 2009, GSL V refinanced its February 2006 mortgage loan in order to extend the maturity of its debt. As
a result of early retiring the February 2006 mortgage loan, GSL V incurred a loss of $107.7 million for the year
ended December 31, 2009, inclusive of the make whole payment. Interest expense and amortization of deferred
financing costs increased $6.0 million, or 7%. During 2008, GSL V’s outstanding debt consisted entirely of the
February 2006 mortgage loan with a face value of $1.550 billion. As of December 31, 2009, GSL V’s debt
consists entirely of the 7.75% Senior Secured Notes due 2017 (“7.75% Secured Notes”) with a face value of
$1.2 billion. The increase in the interest rate on the debt outstanding was partially offset by the decrease of
$350 million in the face value of the debt outstanding. See “Liquidity and Capital Resources – Overview” herein
and note 4 to GSL V’s consolidated financial statements for a discussion of the 7.75% Secured Notes issued in
April 2009.

Benefit (provision) for income taxes for the year ended December 31, 2009 was a benefit of $58.6 million
compared to a benefit of $15.6 million for the year ended December 31, 2008. The benefit for income taxes for
the year ended December 31, 2009 is inclusive of a $12.0 million reversal of state tax valuation allowances. The
effective tax rate for the year ended December 31, 2009 differs from the federal statutory rate predominately due
to these state tax benefits. See note 6 to GSL V’s consolidated financial statements.

Net loss for the year ended December 31, 2009 was $83.9 million, an increase of $53.6 million from a loss of
$30.3 million for the year ended December 31, 2008. The net loss for 2009 is inclusive of (1) net losses from the
early retirement of debt of $107.7 million, and are partially offset by (2) the previously mentioned increase in tax
benefits.

Liquidity and Capital Resources
Overview
General. GSL V’s site rental business is generally characterized by a stable cash flow stream generated by
revenues under long-term contracts that should be recurring for the foreseeable future. Historically, GSL V’s
cash flow from operations has exceeded its cash interest payments and capital expenditures. GSL V’s operating
cash flows have not been materially negatively impacted by the current conditions in our credit markets and the
economic recession. GSL V expects to generate between $160 and $170 million of cash flows from operating
activities over the next 12 months. GSL V seeks to allocate the cash produced by its operations in a manner that

                                                        6                                               (Continued)
                                          CC HOLDINGS GS V LLC
                                     Management’s Discussion and Analysis
                                                (Unaudited)
                                          December 31, 2009 and 2008



will enhance operating results, such as capital expenditures to accommodate additional tenants, and advance all
of its excess cash to subsidiaries of Crown Castle. Crown Castle typically invests the advanced cash into
activities such as (in no particular order) purchases of common stock, strategic tower acquisitions, acquisitions of
land on which towers are located, selectively constructing or acquiring towers and distributed antenna systems,
improving and structurally enhancing its existing towers and purchases, redemptions or refinancing of its debt or
preferred stock.

Debt Maturities and Recent Events. In April 2009, GSL V issued 7.75% $1.2 billion Senior Secured Notes that
are due in 2017. GSL V used the net proceeds of $1.15 billion from the 7.75% Secured Notes, inclusive of the
original issue discount and fees, as well as an advance from an indirect subsidiary of CCIC, to repay in full its
February 2006 mortgage loan due 2011 and the related make whole payment. As a result of the issuance of the
7.75% Secured Notes and the repayment of the mortgage loan, GSL V expects annual cash interest expense to
increase by approximately $4.4 million or approximately 5%.

Long-term Strategy. Based on Crown Castle’s long term strategy of targeted leverage of approximately five times
Adjusted EBITDA and interest coverage of approximately three times Adjusted EBITDA, GSL V may increase
its debt in nominal dollars, subject to the provisions of the 7.75% debt outstanding and various factors such as the
state of the capital markets. From a cash management perspective, GSL V currently distributes all excess cash
flow to its parent, CCIC. Beginning in 2009 these cash distributions are recorded as equity distributions to the
parent, CCIC. If any future event would occur that would leave GSL V with a deficiency in its operating cash
flow, while not required, the parent CCIC may contribute cash back to GSL V.

See note 4 to GSL V’s consolidated financial statements for additional information regarding its debt.

Summary Cash Flows Information
                                                                         Years ended December 31
                                                              2009                  2008          Change
                                                                           (Dollars in thousands)
Net cash provided by (used for) operating
  activities                                          $        158,491              156,514                1,977
Net cash provided by (used for) investing
  activities                                                   (54,918)             (55,805)                 887
Net cash provided by (used for) financing
  activities                                                  (103,573)            (100,709)              (2,864)
               Net increase (decrease) in
                 cash and cash equivalents            $              —                   —                    —



Operating Activities
The increase in net cash provided by operating activities for the year ended December 31, 2009 of $2.0 million
from 2008 was due primarily to the growth in GSL V’s core site rental business. Changes in working capital, and


                                                          7                                              (Continued)
                                          CC HOLDINGS GS V LLC
                                     Management’s Discussion and Analysis
                                                (Unaudited)
                                          December 31, 2009 and 2008



particularly changes in accrued interest, deferred rental revenues and prepaid ground leases, can have a dramatic
impact on GSL V’s net cash from operating activities, largely due to the timing of payments and receipts.

Investing Activities
Capital Expenditures. GSL V’s capital expenditures can be generally categorized as sustaining or discretionary.
Sustaining capital expenditures primarily include capitalized costs related to maintenance activities on GSL V’s
towers. Discretionary capital expenditures, which is commonly also referred to as “revenue-generating capital
expenditures,” include (1) tower improvements in order to support additional site rentals, (2) the construction or
purchase of towers, and (3) purchases of land under towers. Other than sustaining capital expenditures, GSL V’s
capital expenditures are discretionary and are made with respect to activities it believes exhibit sufficient
potential to improve its long-term results of operation. Such decisions are influenced by the availability and cost
of capital and expected returns on alternative investments.

A summary of our capital expenditures for the last two years is as follows:
                                                                                  2009                 2008
Discretionary:
  Construction or purchases of towers                                     $          4,729                3,276
  Tower improvements and other                                                      42,271               44,887
Sustaining                                                                           8,741                7,793
               Total                                                      $         55,741               55,956


Financing Activities
Net cash flows used for financing activities were $(103.6) million and $(100.7) million for the year ended
December 31, 2009 and 2008, respectively. The net cash flows used for financing activities in the year ended
December 31, 2009 predominately consisted of the refinancing of the February 2006 mortgage loan with the
issuance of the 7.75% Secured Notes. During the year ended December 31, 2009, GSL V continued its practice
of advancing all excess cash to subsidiaries of Crown Castle.

For the year ended December 31, 2008, GSL V recorded equity contributions of $15.4 million related to the use
of net operating losses from members in its federal consolidated group that are not members of the GSL V’s
group of companies. During the year ended December 31, 2009, GSL V recorded equity distributions of
$10.4 million related to the use of net operating losses by members outside of GSL V’s group of companies. The
GSL V net operating losses for the year ended December 31, 2009 were predominately a result of taxable losses
resulting from the $107.7 million loss from the early retirement of February 2006 mortgage loan.

7.75% Secured Notes. On April 30, 2009, GSL V issued $1.2 billion principal amount of 7.75% Secured Notes
due 2017 (“7.75% Secured Notes”) pursuant to an indenture. These 7.75% Secured Notes are secured on a first
priority basis by a pledge of the equity interests of CC Holdings GS V LLC and Crown Castle GS III Corp. and
their direct and indirect subsidiaries (collectively “Guarantors”), and by certain other assets of the Guarantors.
The 7.75% Secured Notes are obligations of the subsidiaries that are currently obligated under the mortgage loan
being repaid. The 7.75% Secured Notes are not guaranteed by and are not obligations of CCIC or any of its other

                                                        8                                              (Continued)
                                           CC HOLDINGS GS V LLC
                                       Management’s Discussion and Analysis
                                                  (Unaudited)
                                           December 31, 2009 and 2008



indirect subsidiaries. The 7.75% Secured Notes will be paid solely from the cash flows generated from operations
of the towers held directly and indirectly by the issuers and the Guarantors. These 7.75% Secured Notes bear
interest at a rate of 7.75% per annum, payable quarterly beginning on August 1, 2009. As discussed herein,
GSL V has used the net proceeds, as well as an inter-company advance of approximately $495 million from an
indirect subsidiary of CCIC, to repay in full its mortgage loan due 2011 and the related make whole payment.

Debt Repayments. The following is a summary of our repayment of our mortgage loan in April 2009.
                                                             Principal
                                                              amount         Cash paid (a)       Gains (losses)
                                                                          (Dollars in thousands)
February 2006 Mortgage loan                          $          155,000          1,656,255            (107,718)
(a)   Exclusive of accrued interest.



Factors Affecting Sources of Liquidity
Compliance with Debt Covenants. The following is a summary of GSL V’s covenants. The indenture also
contains covenants with respect to the following: restricted payments, incurrence of indebtedness, liens, merger,
consolidation of control, sales or issuances of equity interests of subsidiaries, transactions with affiliates,
business activities of the issuers and subsidiaries, additional guarantees, reports, maintenance of properties,
leases, contracts and insurance, management agreement.
                                                                               Covenant          December 31,
                                                             Debt           Requirement (a)          2009
Consolidated Fixed Charge Coverage
  Ratio (b)                                       7.75% Secured Notes            >1.35                     2.6
(a)   If the Consolidated Fixed Charge Coverage Ratio is equal to or less than 1.20 and the
      aggregate amount of cash deposited in the reserve account exceeds $100.0 million, the issuing
      subsidiaries will be required to commence an offer to purchase the 7.75% secured notes
      using the cash in the reserve account.
(b)   Ratio of Net Cash Flow (as defined in the 7.75% Secured Notes indenture) to amount of
      interest required to be paid over the succeeding 12 months.




                                                         9                                            (Continued)
                                          CC HOLDINGS GS V LLC
                                     Management’s Discussion and Analysis
                                                (Unaudited)
                                          December 31, 2009 and 2008



Given the current level of indebtedness of GSL V, the primary risk of a debt covenant violation would be from a
deterioration of its financial performance. GSL V currently does not have any financial covenant violations;
based upon its current expectations, its operating results will be sufficient to comply with its debt covenants. See
“Item 1A. Risk Factors” of the Crown Castle 10-K and “Item 7. MD&A” of the Crown Castle 10-K.

Financial Performance. A factor affecting GSL V’s continued generation of cash flows from operating activities
is its ability to maintain its existing recurring site rental revenues and to convert those revenues into operating
cash flows by efficiently managing its operating costs. GSL V’s ability to service or refinance its current debt
obligations and obtain additional debt will depend on its future financial performance, which, to a certain extent,
is subject to various factors that are beyond its control as discussed further herein and in “Item 1A. Risk Factors”
of the Crown Castle 10-K.

Levels of Indebtedness and Debt Service Requirements. GSL V’s ability to obtain cash financing in the form of
debt instruments depends on, among other things, general economic conditions, conditions of the wireless
industry, wireless carrier consolidation or network sharing, new technologies, its financial performance and the
state of the capital markets. GSL V does not anticipate the need to refinance its debt before 2017.




                                                        10
       CC HOLDINGS GS V LLC
     Consolidated Financial Statements

       December 31, 2009 and 2008

(With Independent Auditors’ Report Thereon)
                                        CC HOLDINGS GS V LLC


                                             Table of Contents



                                                                                         Page

Independent Auditors’ Report                                                               1

Consolidated Balance Sheets as of December 31, 2009 and 2008                               2

Consolidated Statements of Operations for the years ended December 31, 2009 and 2008       3

Consolidated Statements of Changes in Member’s Equity for the years ended December 31,
   2009 and 2008                                                                           4

Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008       5

Notes to Consolidated Financial Statements                                                 6
 

                                  KPMG LLP
                                  BNY Mellon Center
                                  Suite 2500
                                  500 Grant Street
                                  Pittsburgh, PA 15219-2598




                                           Independent Auditors’ Report


    The Board of Directors
    CC Holdings GS V LLC:

    We have audited the accompanying consolidated balance sheets of CC Holdings GS V LLC and
    subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements
    of operations, changes in member’s equity, and cash flows for the years then ended. These consolidated
    financial statements are the responsibility of the Company’s management. Our responsibility is to express
    an opinion on these consolidated financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of
    America. Those standards require that we plan and perform the audit to obtain reasonable assurance about
    whether the financial statements are free of material misstatement. An audit includes consideration of
    internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
    circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
    internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
    examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
    assessing the accounting principles used and significant estimates made by management, as well as
    evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
    basis for our opinion.

    In our opinion, the consolidated financial statements referred to above present fairly, in all material
    respects, the financial position of CC Holdings GS V LLC and subsidiaries as of December 31, 2009 and
    2008, and the results of their operations and their cash flows for the years then ended in conformity with
    U.S. generally accepted accounting principles.




    March 25, 2010




                                          KPMG LLP, a U.S. limited liability partnership, is the U.S.
                                          member firm of KPMG International, a Swiss cooperative.
                                           CC HOLDINGS GS V LLC
                                           Consolidated Balance Sheets
                                           December 31, 2009 and 2008
                                              (Dollars in thousands)


                                  Assets                                      2009         2008
Current assets:
  Cash and cash equivalents                                              $         —            —
  Restricted cash                                                              74,537       35,613
  Trade receivables, net of allowance for doubtful accounts of
     $2,088 and $2,134                                                          7,351        8,055
  Deferred site rental receivables                                              3,724        2,846
  Deferred income tax assets                                                   13,973       12,632
  Prepaid expenses and other current assets                                    21,269       15,440
              Total current assets                                            120,854       74,586
Deferred site rental receivables, net of allowance $612 and $0                  57,919       36,985
Amount due from parent                                                             —        219,342
Property and equipment, net                                                  1,272,323    1,308,462
Goodwill                                                                     1,337,985    1,337,985
Other intangible assets, net                                                 1,838,746    1,949,618
Other assets, net                                                               39,269       12,837
              Total assets                                               $   4,667,096    4,939,815
                  Liabilities and Member’s Equity
Current liabilities:
  Accounts payable and other accrued expenses                            $      8,062        5,880
  Accrued interest                                                             15,500        7,383
  Deferred revenues                                                            35,199       33,717
              Total current liabilities                                        58,761       46,980
Long-term debt                                                               1,167,225    1,548,351
Deferred ground lease payables                                                  40,559       27,675
Deferred income tax liabilities                                                427,734      473,986
Other liabilities                                                               59,586       62,065
              Total liabilities                                              1,753,865    2,159,057
Commitments and contingencies (note 7)
Member’s equity:
  Member’s equity                                                            3,066,176    2,849,833
  Accumulated earnings (deficit)                                              (152,945)     (69,075)
              Total member’s equity                                          2,913,231    2,780,758
                                                                         $   4,667,096    4,939,815


See accompanying notes to consolidated financial statements.




                                                       2
                                           CC HOLDINGS GS V LLC
                                       Consolidated Statements of Operations
                                  Years ended December 31, 2009 and 2008
                                              (Dollars in thousands)


                                                                               2009        2008
Net revenues:
  Site rental revenues                                                   $     460,981     442,362
                                                                               460,981     442,362
Operating expenses:
  Cost of operations (excluding depreciation, amortization and
     accretion)                                                                167,269     169,667
  Management fee                                                                32,938      31,910
  Asset write-down charges                                                       8,585       5,749
  Depreciation, amortization and accretion                                     191,656     191,542
              Total operating expenses                                         400,448     398,868
              Operating income                                                   60,533     43,494
Other income (expense):
  Interest and other income (expense)                                               108       (105)
  Gain (loss) on debt repayments                                               (107,718)        —
  Interest expense, including amortization of discount on
     long-term debt                                                             (95,381)   (89,333)
              (Loss) income before income taxes                                (142,458)   (45,944)
Benefit (provision) for income taxes                                             58,588     15,620
              Net (loss) income                                          $      (83,870)   (30,324)


See accompanying notes to consolidated financial statements.




                                                        3
                                        CC HOLDINGS GS V LLC
                           Consolidated Statements of Changes in Member’s Equity
                                  Years ended December 31, 2009 and 2008
                                            (Dollars in thousands)


                                                                          Accumulated
                                                           Member’s         earnings
                                                            equity          (deficit)    Total
Balance at December 31, 2007                       $        2,834,473         (38,751)   2,795,722
  Equity contribution – income taxes (note 6)                   15,360             —       15,360
  Net income (loss)                                                —          (30,324)    (30,324)
Balance at December 31, 2008                                2,849,833         (69,075)   2,780,758
  Equity distribution – income taxes (note 6)                  (10,373)            —      (10,373)
  Equity contribution (note 5)                                 226,716             —      226,716
  Net income (loss)                                                 —         (83,870)    (83,870)
Balance at December 31, 2009                       $        3,066,176        (152,945)   2,913,231


See accompanying notes to consolidated financial statements.




                                                       4
                                               CC HOLDINGS GS V LLC
                                           Consolidated Statements of Cash Flows
                                       Years ended December 31, 2009 and 2008
                                                   (Dollars in thousands)


                                                                                         2009        2008
Cash flow from operating activities:
  Net income (loss)                                                                $     (83,870)     (30,324)
  Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
        Depreciation, amortization and accretion                                         191,656     191,542
        Amortization of deferred financing costs and discount
           on long-term debt                                                               3,608          743
        Asset write-down charges                                                           8,585        5,749
        (Gain) loss on debt repayments                                                   107,718           —
        Deferred tax provision (benefit)                                                 (57,965)     (12,394)
        Other adjustments                                                                    (64)      13,430
        Changes in assets and liabilities:
           Increase (decrease) in accrued interest                                          8,117           —
           Increase (decrease) in accounts payable and
              other accrued expenses                                                        2,176       1,812
           Increase (decrease) in deferred revenues, deferred
              ground lease payable and other liabilities                                  10,818       16,878
           Decrease (increase) in receivables                                                621         (745)
           Decrease (increase) in prepaid expenses, deferred site
              rental receivables and other current assets                                (28,194)     (19,692)
           Decrease (increase) in other assets                                            (4,715)     (10,485)
                Net cash provided by operating activities                                158,491     156,514
Cash flows from investing activities:
  Capital expenditures                                                                   (55,741)     (55,956)
  Net proceeds from disposition of property                                                  823          151
                Net cash (used for) investing activities                                 (54,918)     (55,805)
Cash flows from financing activities:
  Proceeds from the issuance of long-term debt                                          1,165,104          —
  Repayments of long-term debt                                                         (1,656,255)         —
  Payments for financing costs                                                            (22,026)         —
  (Increase) decrease in amount due from parent                                           446,058    (106,546)
  Net (increase) decrease in restricted cash                                              (36,454)      5,837
                Net cash (used for) financing activities                                (103,573)    (100,709)
                Net increase (decrease) in cash and cash equivalents                            —           —
Cash and cash equivalents at beginning of year                                                  —           —
Cash and cash equivalents at end of year                                           $            —           —
Supplemental disclosure of cash flow information:
  Interest paid                                                                    $      83,671       88,590
  Income taxes paid                                                                           —            —
Supplemental schedule of noncash financing:
  Equity contribution (distribution) – income taxes                                $     (10,373)      15,360
  Equity contribution of amount due to parent                                            226,716           —


See accompanying notes to consolidated financial statements.


                                                             5
                                         CC HOLDINGS GS V LLCC
                                    Notes to Consolidated Financial Statements
                                          December 31, 2009 and 2008
                                              (Dollars in thousands)



(1)   Basis of Presentation and Summary of Significant Accounting Policies
      (a)   Basis of Presentation
            The accompanying consolidated financial statements reflect the consolidated financial position,
            results of operations, and cash flows of CC Holdings GS V LLC and its consolidated wholly owned
            subsidiaries (the “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. (“CCIC” or “Crown Castle”, a Delaware corporation). All significant inter-company accounts,
            transactions, and profits have been eliminated.

            The Company owns and leases communications towers and other communications sites to providers
            of wireless communications and broadcast services, such as wireless telephony services, paging,
            mobile radio, wireless data transmission and radio and television broadcasting, and to operators of
            private networks such as federal, state, and local government agencies. The Company’s towers and
            sites are geographically dispersed across the United States. Management services related to
            communications towers and other communications sites are performed by Crown Castle USA Inc.
            (“CCUSA”), an affiliate of the Company, under a management agreement, as the Company has no
            employees.

            The preparation of financial statements in conformity with U.S. generally accepted accounting
            principles requires management to make estimates and use assumptions that affect the reported
            amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of
            the financial statements as well as the reported amounts of revenues and expenses during the
            reporting period. Actual results could differ from these estimates.

            The Company has evaluated subsequent events through March 25, 2010, which was the date the
            financial statements were issued.

      (b)   Summary of Significant Accounting Policies
            Cash Equivalents
            Cash equivalents consist of highly liquid investments with an original maturity of three months or
            less.

            Restricted Cash
            As of December 31, 2009 and December 31, 2008, the Company had restricted cash of $74.5 million
            and $35.6 million, respectively. These funds relate to amounts held in reserve by the indenture
            trustee in connection with the Company’s 7.75% Senior Secured Notes due 2017 for insurance, real
            estate taxes, ground lease rental payments, debt service and a portion of advanced rents from
            customers. Based on the terms of the Company’s Senior Secured Notes, as cash is received from
            tenants it is directly deposited to this account and is subsequently released to the Company’s general
            cash operating account as the escrow reaches a pre-established funding level. The increases and
            decreases in restricted cash have aspects of cash flows from financing as well as cash flows from
            operating activities and, as such, could be classified as either on the statement of cash flows. The

                                                        6                                                (Continued)
                             CC HOLDINGS GS V LLCC
                       Notes to Consolidated Financial Statements
                              December 31, 2009 and 2008
                                  (Dollars in thousands)



Company has classified these increases and decreases in restricted cash as cash flows from financing
activities based on consideration of the terms of the Senior Secured Notes. The Company has
classified the change in the other remaining restricted cash, which was an outflow of $2.5 million
and $0 for the years ending December 31, 2009 and 2008, respectively, as cash flows from operating
activities on the consolidated statement of cash flows.

Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable in order to present
a net balance that the Company believes will be collected. An allowance for uncollectible amounts is
recorded to offset the deferred site rental receivables that arise from site rental revenues recognized
in excess of amounts currently due under the lease agreement. In estimating the appropriate balance
for this allowance, the Company considers (1) specific reserves for accounts it believes may prove to
be uncollectible and (2) additional reserves, based on historical collections, for the remainder of its
accounts. Additions to the allowance for doubtful accounts are charged to “costs of operations,” and
deductions from the allowance are recorded when specific accounts receivable are written off as
uncollectible. Additions or reversals to the allowance for uncollectible deferred site rental
receivables are charged to site rental revenues, and deductions from the allowance are recorded as
contracts terminate.

Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed
utilizing the straight-line method at rates based upon the estimated useful lives of the various classes
of assets. Depreciation of towers is generally computed with a useful life equal to the shorter of
20 years or the term of the underlying ground lease (including optional renewal periods). Additions,
renewals, and improvements are capitalized, while maintenance and repairs are expensed. Upon the
sale or retirement of an asset, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is recognized. The carrying value of property and equipment will be
reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. If the sum of the estimated future cash flows
(undiscounted) expected to result from the use and eventual disposition of an asset is less than the
carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss
is based on the fair value of the asset.

Asset Retirement Obligations
The Company records obligations associated with retirement of long-lived assets and the associated
asset retirement costs. The fair value of the liability for asset retirement obligations which represents
the net present value of the estimated expected future cash outlay is recognized in the period in
which it is incurred and the fair value of the liability can reasonably be estimated. Changes
subsequent to initial measurement resulting from revisions to the timing or amount of the original
estimate of undiscounted cash flows are recognized as an increase or decrease in the carrying amount
of the liability and related carrying amount of the capitalized asset. Asset retirement obligations are
included in “other liabilities” on the Company’s consolidated balance sheet. The liability accretes as
a result of the passage of time and the related accretion expense is included in “depreciation,
                                            7                                                (Continued)
                             CC HOLDINGS GS V LLCC
                       Notes to Consolidated Financial Statements
                              December 31, 2009 and 2008
                                  (Dollars in thousands)



amortization, and accretion” expense on the Company’s consolidated statement of operations. The
associated asset retirement costs are capitalized as an additional carrying amount of the related
long-lived asset and depreciated over the useful life of the related long-lived asset.

Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated
value of the related net assets. The Company tests goodwill for impairment on an annual basis,
regardless of whether adverse events or changes in circumstances have occurred. The annual test
begins with goodwill and all intangible assets being allocated to applicable reporting units. Goodwill
is then tested using a two-step process that begins with an estimation of fair value of the reporting
unit using an income approach, which looks to the present value of expected future cash flows. The
first step, commonly referred to as a “step-one impairment test,” is a screen for potential impairment
while the second step measures the amount of any impairment if there is an indication from the first
step that one may exist. The Company’s measurement of the fair value for goodwill is based on an
estimate of discounted future cash flows of the reporting unit. The Company performed its annual
test of goodwill as of October 1, 2009 and determined goodwill was not impaired.

Other Intangible Assets
Intangible assets are included in “other intangible assets, net” on the Company’s consolidated
balance sheet and predominately consist of the estimated fair value of the following items recorded
in conjunction with acquisitions: (1) site rental customer contracts and customer relationships,
(2) below-market leases for land under the acquired towers, (3) term easement rights for land under
the acquired towers, and (4) trademarks. The site rental contracts and customer relationships
intangible assets are comprised of (1) current term of the in-place contracts, (2) the expected exercise
of the renewal provisions contained within the existing current contracts, which automatically occur
under contractual provisions, and (3) any associated relationships that are expected to generate value
following the expiration of all renewal periods under current contracts. Deferred credits related to
above-market leases for land under its towers recorded in conjunction with acquisitions are recorded
at the estimated fair value and are included in “other liabilities” on the Company’s consolidated
balance sheet.

The useful lives of intangible assets are estimated based on the period over which the intangible asset
is expected to benefit the Company and gives consideration to the expected useful life of other assets
to which the useful life may relate. Amortization expense for intangible assets is computed using the
straight-line method over the estimated useful life of each of the intangible assets. The useful life of
the site rental contracts and customer relationships intangible asset is limited by the maximum
depreciable life of the tower (20 years), as a result of the interdependency of the tower and site rental
contracts and customer relationships. In contrast, the site rental contracts and customer relationships
are estimated to provide economic benefits for several decades because of the low rate of customer
cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and
customer relationships are valued based upon the fair value, which includes assumptions regarding
both (1) customers’ exercise of optional renewals contained in the acquired contracts and
(2) renewals of the acquired contracts past the contractual term including exercisable options, the site

                                            8                                                (Continued)
                              CC HOLDINGS GS V LLCC
                       Notes to Consolidated Financial Statements
                               December 31, 2009 and 2008
                                   (Dollars in thousands)



rental contracts and customer relationships are amortized over a period not to exceed 20 years as a
result of the useful life being limited by the depreciable life of the tower.

The carrying value of other intangible assets with finite useful lives will be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the assets may not
be recoverable. The Company has a dual grouping policy for purposes of determining the unit of
account for testing impairment of the site rental contracts and customer relationships intangible
assets. First, the Company pools the site rental contracts and customer relationships with the related
tower assets into portfolio groups for purposes of determining the unit of account for impairment
testing. Second and separately, the Company evaluates the site rental contracts and customer
relationships by significant customer or by customer grouping for individually significant customers,
as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from
the use and eventual disposition of an asset is less than the carrying amount of the asset, an
impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the
asset.

Deferred Financing Costs
Costs incurred to obtain financing are deferred and amortized over the term of the related borrowing
using the effective yield method. Deferred financing costs are included in “other assets, net” on the
Company’s consolidated balance sheet.

Accrued Estimated Property Taxes
The accrual for estimated property tax obligations is based on assessments currently in effect and
estimates of possible additional taxes. The Company recognizes the benefit of tax appeals upon
ultimate resolution of the appeal.

Revenue Recognition
Site rental revenues are recognized on a monthly basis over the fixed, noncancelable term of the
relevant lease or agreement, with such terms generally ranging from five to fifteen years. In
accordance with applicable accounting standards, these revenues are recognized on a monthly basis
regardless of whether the payments from the customer are received in equal monthly amounts. The
Company’s leases contain fixed escalation clauses (such as fixed dollar or fixed percentage
increases) or inflation-based escalation clauses (such as those tied to the consumer price index
(“CPI”)). If the payment terms call for fixed escalations, the effect of such increases is recognized on
a straight-line basis over the fixed, noncancelable term of the agreement. When calculating
straight-line rental revenues, the Company considers all fixed elements of tenant leases’ escalation
provisions, even if such escalation provisions also include a variable element. The Company’s asset
related to straight-line site rental revenues is included in “deferred site rental receivables, net” on the
Company’s consolidated balance sheet.

Sales taxes and value-added taxes collected from customers and remitted to governmental authorities
are presented on a net basis.


                                             9                                                 (Continued)
                             CC HOLDINGS GS V LLCC
                       Notes to Consolidated Financial Statements
                              December 31, 2009 and 2008
                                  (Dollars in thousands)



Costs of Operations
Approximately two-thirds of the Company’s site rental costs of operations consist of ground lease
expenses, and the remainder includes repairs and maintenance expenses, utilities, property taxes,
insurance, and monitoring costs. Generally, the ground lease agreements are specific to each site and
are for an initial term of five years and are renewable for pre-determined periods. Ground lease
expense is recognized on a monthly basis, regardless of whether the lease agreement payment terms
require the Company to make payments annually, quarterly, or in equal monthly amounts. The
Company’s ground leases contain fixed escalation clauses (such as fixed dollar or fixed percentage
increases) or inflation-based escalation clauses (such as those tied to the CPI). If the payment terms
include fixed escalation provisions, the effect of such increases is recognized on a straight-line basis.
The Company calculates the straight-line ground lease expense using a time period that equals or
exceeds the remaining depreciable life of the tower asset. Further, when a tenant has exercisable
renewal options that would compel the Company to exercise existing ground lease renewal options,
the Company has straight-line the ground lease expense over a sufficient portion of such ground
lease renewals to coincide with the final termination of the tenant’s renewal options. The Company’s
liability related to straight-line ground lease expense is included in “deferred ground lease payables”
on the Company’s consolidated balance sheet.

Management Fee
The Company is charged a management fee by CCUSA, a wholly owned indirect subsidiary of
CCIC. The management fee is equal to 7.5% of the Company’s revenue excluding the revenues
related to the accounting for leases with fixed escalators as required. The management fee charged
from CCUSA totaled $32.9 million for the year ended December 31, 2009 and $31.9 million for the
year ended December 31, 2008. See note 5.

Income Taxes
The Company accounts for income taxes using an asset and liability approach, which requires the
recognition of deferred income tax assets and liabilities for the expected future tax consequences of
events that have been recognized in the Company’s financial statements or tax returns. Deferred
income tax assets and liabilities are determined based on the temporary differences between the
financial statement and tax bases of assets and liabilities using enacted tax rates. The Company
records interest or penalties related to income taxes as components of the benefit (provision) for
income taxes in its consolidated financial statements. The amount of interest and penalties accrued as
of December 31, 2009 and 2008 is immaterial.

The Company records a valuation allowance against deferred tax assets when it is “more likely than
not that some portion or all of the deferred tax asset will not be realized.” The Company reviews the
recoverability of deferred tax assets each quarter and based upon projections of future taxable
income, reversing deferred tax liabilities and other known events that are expected to affect future
taxable income, records a valuation allowance upon assets that will “more likely than not” be
realized. Valuation allowances may be reversed if related deferred tax assets are deemed realizable
based upon changes in facts and circumstances that impact the recoverability of the asset.

                                            10                                               (Continued)
                             CC HOLDINGS GS V LLCC
                       Notes to Consolidated Financial Statements
                              December 31, 2009 and 2008
                                  (Dollars in thousands)



The Company is included in the consolidated federal income tax return of its ultimate parent, CCIC.
The Company does not currently maintain a tax sharing agreement with its parent. Federal net
operating losses have been absorbed based upon application of the federal consolidated return rules.
No reimbursements have been made for the use of net operating losses generated by members of the
consolidated group that are not included in these consolidated financial statements.

The Company recognizes a tax position if it is more likely than not it will be sustained upon
examination. The tax position is measured at the largest amount that is greater than 50% likely of
being realized upon ultimate settlement.

Fair Values
The Company’s assets and liabilities recorded at fair value are categorized based upon a fair value
hierarchy that ranks the quality and reliability of the information used to determine fair value. The
following is a description of the levels of the fair value hierarchy. The Company evaluates level
classifications quarterly, and transfers between levels are effective at the end of the quarterly period.

     Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
      that the Company has the ability to access at the measurement date.
     Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable
      for the asset or liability, either directly or indirectly. If the asset or liability has a specified
      (contractual) term, a Level 2 input must be observable for substantially the full term of the
      asset or liability. Level 2 inputs include quoted prices for similar assets or liabilities in active
      markets, as well as inputs other than quoted prices that are observable for the asset or liability,
      such as interest rates.
     Level 3 inputs are unobservable inputs and are not corroborated by market data.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques.
The three valuation techniques are described below.

     Market approach. Uses prices and other relevant information generated by market transactions
      involving identical or comparable assets or liabilities.
     Cost approach. Based on the amount that would be required to replace the service capacity of
      an asset (replacement cost).
     Income approach. Uses valuation techniques to convert future amounts to a single present
      amount based on market expectations.




                                            11                                                (Continued)
                                            CC HOLDINGS GS V LLCC
                                    Notes to Consolidated Financial Statements
                                            December 31, 2009 and 2008
                                                (Dollars in thousands)



            The fair value of cash and cash equivalents and restricted cash approximate the carrying value. The
            Company determines fair value of its debt securities utilizing various sources including quoted prices
            and indicative quotes (that is non-binding quotes) from brokers that require judgment to interpret
            market information including implied credit spreads for similar borrowings on recent trades or
            bid/ask prices. There were no changes since December 31, 2008 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 (liabilities), are as follows:

                                                                                December 31
                                                                  2009                                 2008
                                                      Carrying                             Carrying
                                                      amount             Fair value        amount             Fair value
            Cash and cash equivalents (a)        $            —                  —                 —                  —
            Restricted cash (a)                           74,537             74,537            35,613             35,613
            Long-term debt                            (1,167,225)        (1,278,000)       (1,548,351)        (1,268,754)
            (a) Cash and restricted cash are measured at fair value on a recurring basis as of December 31, 2009.



            Recent Accounting Pronouncements
            During 2009, the Company adopted certain amendments to ASC topics of Business Combinations,
            Intangibles – Goodwill and Other, Debt and Subsequent Events. These amendments to the ASC did
            not have a material impact on the Company’s consolidated financial statements. In addition,
            amendments to ASC topic of Consolidation are effective January 1, 2010 and are not expected to
            have a material impact on the Company’s consolidated financial statements.

(2)   Property and Equipment
      The major classes of property and equipment are as follows:
                                                               Estimated                       December 31
                                                               useful lives             2009                   2008
      Land and buildings                                         40 years      $          76,043                 77,330
      Telecommunications towers                                1 – 20 years            1,451,845              1,407,269
                                                                                       1,527,888              1,484,599
      Less accumulated depreciation                                                     (255,565)             (176,137)
                                                                               $       1,272,323              1,308,462



      Depreciation expense for the years ended December 31, 2009 and 2008 was $82.8 million and
      $84.2 million, respectively.
                                                          12                                                   (Continued)
                                           CC HOLDINGS GS V LLCC
                                      Notes to Consolidated Financial Statements
                                            December 31, 2009 and 2008
                                                  (Dollars in thousands)



(3)   Intangible Assets
      The components of the intangible assets predominately related to the allocation of the purchase price in
      acquisitions of businesses are as follows:
                                                                   Year ended December 31, 2009
                                                                     Weighted
                                                     Gross            average
                                                    carrying       amortization   Accumulated             Net book
                                                    amount             period     amortization             value
                                                                     (In years)
      Site rental contracts                 $       2,099,517                19.9   $      (311,293)      1,788,224
      Below-market leases                              53,149                19.7            (9,548)         43,601
      Other                                            12,198                15.0            (5,277)          6,921
                                            $       2,164,864                       $      (326,118)      1,838,746


                                                                   Year ended December 31, 2008
                                                                     Weighted
                                                     Gross            average
                                                    carrying       amortization   Accumulated             Net book
                                                    amount             period     amortization             value
                                                                     (In years)
      Site rental contracts                 $       2,099,517                20.0   $      (205,576)      1,893,941
      Below-market leases                              53,149                19.6            (6,482)         46,971
      Other                                            12,198                15.2            (3,492)          8,706
                                            $       2,164,864                       $      (215,550)      1,949,618


      During the years ended December 31, 2009 and 2008, the Company recorded amortization expense
      relating to intangible assets as an increase to “depreciation, amortization, and accretion” of $107.5 million
      and $106.8 million, respectively, and an increase to “site rental costs of operations” of $3.1 million and
      $3.5 million, respectively. The estimated annual amortization expense related to intangible assets
      (inclusive of those recorded to “site rental costs of operations”) for the years ended December 31, 2010 to
      2014 are as follows:
                                                                       Years ending December 31
                                             2010               2011             2012           2013         2014

      Estimated annual amortization    $        112,694         112,661          111,036        110,955      106,993




                                                           13                                              (Continued)
                                          CC HOLDINGS GS V LLCC
                                    Notes to Consolidated Financial Statements
                                           December 31, 2009 and 2008
                                              (Dollars in thousands)



      See note 1 for a further discussion of deferred credits related to above-market leases for land under the
      Company’s towers recorded in connection with acquisitions. For the years ended December 31, 2009 and
      2008, the Company recorded $3.1 million and $3.5 million, respectively, as a decrease to “site rental costs
      of operations.” As of December 31, 2009 and 2008, the net book value of the above-market leases was
      $42.1 million and $45.6 million, respectively, and the accumulated amortization was $9.7 million and
      $6.7 million, respectively.

(4)   Debt
      The Company’s outstanding debt as of December 31, 2009 consists entirely of the 7.75% Senior Secured
      Notes due 2017 of $1.2 billion described below. The 7.75% Senior Secured Notes due 2017 have a fixed
      interest rate of 7.75%. Quarterly interest-only payments began August 1, 2009 and continue to the
      contractual maturity date of May 1, 2017.

      (a)    7.75% Senior Secured Notes due 2017
             On April 30, 2009, CC Holdings GS V LLC (“Issuer Entity”) and Crown Castle GS III Corp.
             (Co-Issuer Entity and together with the Issuer Entity, Issuers) issued $1.2 billion aggregate principal
             amount of 7.75% Senior Secured Notes due 2017 (“7.75% Secured Notes”), pursuant to an indenture
             (“Indenture”) dated as of April 30, 2009, by and among the Issuers, the Guarantors (as defined
             below) and The Bank of New York Mellon Trust Company, N.A., as trustee (“Indenture Trustee”).
             The 7.75% Secured Notes are guaranteed by the direct and indirect wholly owned subsidiaries of the
             Issuer Entity, other than the Co-Issuer Entity (collectively, “Guarantors”). The 7.75% Secured Notes
             are not guaranteed by and will not constitute obligations of CCIC or any of its subsidiaries, other
             than the Issuers and the Guarantors. The 7.75% Secured Notes will be paid solely from the cash
             flows generated from operation of the towers held directly and indirectly by the Issuer Entity and the
             Guarantors. The 7.75% Secured Notes are secured on a first priority basis by a pledge of the equity
             interests of the Guarantors holding such towers and by certain other assets of the Guarantors.

             The net proceeds of the offering were $1.15 billion, inclusive of the $34.9 million original issue
             discount and $18.0 million of fees. The proceeds were used by the Guarantors, as well as an advance
             from an indirect subsidiary of CCIC, to repay in full the February 2006 Mortgage Loan and the
             related prepayment considerations. The repayment of the February 2006 Mortgage Loan resulted in a
             loss of $107.7 million in April 2009. The proceeds of such repayment were deposited with the
             trustee for the Certificates and distributed to the holders of such Certificates in accordance with the
             terms of the Trust. The repayment was inclusive of $256.7 million that was ultimately paid to CCIC
             for the portion of the February 2006 Mortgage Loan owned by CCIC (see note 5).

             Some or all of the 7.75% Secured Notes, at the Issuer Entity’s option, may be redeemed at any time
             prior to May 1, 2013 at a price equal to 100% of the principal amount of the 7.75% Secured Notes
             plus a “make-whole” premium. In addition, some or all of the 7.75% Secured Notes, at the Issuer
             Entity’s option, may be redeemed at any time on or after May 1, 2013 at the redemption prices set
             forth in the Indenture. In addition, under certain circumstances, the Issuers may also be required to
             commence an offer to purchase 7.75% Secured Notes at par as a result of the sale of assets or the
             receipt of casualty and condemnation proceeds.

                                                        14                                              (Continued)
                                        CC HOLDINGS GS V LLCC
                                  Notes to Consolidated Financial Statements
                                         December 31, 2009 and 2008
                                             (Dollars in thousands)



            The Cash Management Agreement (as defined in the 7.75% Senior Notes Indenture) provides that
            for so long as any Cash Trap Event (as described below) is continuing, all Excess Cash Flow will be
            deposited in a Cash Trap Reserve Sub-Account. A Cash Trap Event will occur as of the last day of
            any calendar quarter when the Consolidated Fixed Charge Coverage Ratio of the Issuer Entity is
            equal to or less than 1.35 to 1 and will continue to exist until such time as the Consolidated Fixed
            Charge Coverage Ratio exceeds 1.35 to 1 for two consecutive calendar quarters. At December 31,
            2009, the Consolidated Fixed Charge Coverage Ratio was 2.6.

            If, at the end of any fiscal quarter, (i) the aggregate amount of funds deposited in the Cash Trap
            Reserve Sub-Account exceeds $100.0 million and (ii) a Repayment Period (as described below) is in
            effect, the Issuers will be required to commence within 30 days following the end of such quarter an
            offer to purchase the maximum principal amount of 7.75% Secured Notes that may be purchased out
            of the aggregate amount of funds deposited in the Cash Trap Reserve Sub-Account. A Repayment
            Period will commence as of the last day of any calendar quarter if the Consolidated Fixed Charge
            Coverage Ratio is equal to or less than 1.20 to 1 and will continue to exist until the Consolidated
            Fixed Charge Coverage Ratio exceeds 1.20 to 1 as of the last day of any calendar quarter.

            In connection with the issuance and sale of the 7.75% Secured Notes, the Issuer Entity and the
            Guarantors entered into a management agreement (“Management Agreement”) dated as of April 30,
            2009, with Crown Castle USA Inc. (“Manager”). The Manager is a wholly owned indirect subsidiary
            of CCIC. Pursuant to the Management Agreement, the Manager will perform, on behalf of the
            Guarantors, those functions reasonably necessary to maintain, market, operate, manage and
            administer the assets of the Guarantors.

            Also in connection with the issuance and sale of the 7.75% Secured Notes, the Issuer Entity, the
            Guarantors, the Indenture Trustee and the Manager entered into the Cash Management Agreement.
            Pursuant to the Cash Management Agreement, the Manager and Indenture Trustee will administer
            the reserve and allocation of funds.

      (b)   Previously Outstanding Indebtedness
            February 2006 Mortgage Loan. The Company used the net proceeds from the 7.75% Secured Notes,
            along with other cash, to repay its February 2006 Mortgage Loan which had previously remained
            outstanding following the merger of Global Signal Inc. with and into a subsidiary of CCIC, which is
            also a subsidiary of GSOP.

            See note 10.

(5)   Related Party Transactions
      The Company is charged a management fee by CCUSA under a management agreement whereby CCUSA
      has agreed to employ, supervise, and pay at all times a sufficient number of capable employees as may be
      necessary to perform services in accordance with the operation standards defined in the management
      agreement. The management fee is equal to 7.5% of the Company’s revenue excluding the revenues related
      to the accounting for leases with fixed escalators as required by the applicable accounting standards. The
      fee is compensation for tower site management services and administrative services other than the

                                                      15                                            (Continued)
                                         CC HOLDINGS GS V LLCC
                                   Notes to Consolidated Financial Statements
                                          December 31, 2009 and 2008
                                              (Dollars in thousands)



      operating expenses, which includes but is not limited to real estate and personal property taxes, ground
      lease and easement payments, and insurance premiums. The management fee charged from CCUSA
      totaled $32.9 million for the year ended December 31, 2009 and $31.9 million for the year ended
      December 31, 2008.

      The Company receives rent revenue from affiliates for land owned by the Company that affiliates have
      towers on and pays ground rent expense to affiliates for land owned by affiliates that the Company has
      towers on. For the years ended December 31, 2009 and December 31, 2008, rent revenue from affiliates
      totaled $0.5 million and $0.1 million, respectively. Rent expense to affiliates totaled $14.3 million for the
      year ended December 31, 2009 and $10.4 million for the year ended December 31, 2008.

      The Company recorded an equity contribution of $226.7 million at December 31, 2009, reflecting the
      transfer of the Company’s net intercompany payable to its parent company. Similar future intercompany
      transactions will be recorded as equity contributions from or distributions to company’s parent, as
      appropriate.

      See notes 6 and 10.

(6)   Income Taxes
      The Company is a limited liability corporation (“LLC”). Under the federal and state income tax laws,
      regulations, and administrative rulings, single member LLC’s are treated as disregarded entities for income
      tax return filing purposes (unless elected otherwise). Single member LLC’s are flow through entities which
      do not pay income tax at the LLC level. The Company is included in the consolidated CCIC U.S. federal
      tax return.

      The (provision) benefit for income taxes consists of the following:
                                                                                 Years ended December 31
                                                                                  2009            2008
      Current:
        Federal                                                             $          878                3,917
        State                                                                         (255)                (691)
      Deferred:
        Federal                                                                     45,512               12,394
        State                                                                       12,453                  —
                                                                            $       58,588               15,620




                                                       16                                              (Continued)
                                     CC HOLDINGS GS V LLCC
                             Notes to Consolidated Financial Statements
                                     December 31, 2009 and 2008
                                        (Dollars in thousands)



A reconciliation between the benefit (provision) for income taxes and the amount computed by applying
the federal statutory income tax rate to the loss from continuing operations before income taxes is as
follows:
                                                                           Years ended December 31
                                                                            2009            2008
Benefit (provision) for income taxes at statutory rate              $         49,860              16,080
Nondeductible expenses and other                                                 (25)                (11)
State tax (provision) benefit, net of federal                                  7,929                (449)
Other                                                                            824                  —
                                                                    $         58,588              15,620



The components of the net deferred income tax assets and liabilities are as follows:
                                                                           Years ended December 31
                                                                            2009            2008
Deferred income tax liabilities:
  Intangible assets                                                 $        624,142             661,731
  Property and equipment                                                     238,498             244,220
  Deferred site rental receivables                                            24,362              16,054
               Total deferred income tax liabilities                         887,002             922,005
Deferred income tax assets:
  Net operating carryforwards                                                 93,402              78,873
  Deferred ground lease payable                                               16,029              11,467
  Accrued liabilities                                                          8,959              16,391
  Alternate minimum tax carryforward                                              —                  878
  Receivables allowance                                                          825                 860
  Prepaid lease                                                              358,050             371,044
  Valuation allowances                                                        (4,024)            (18,862)
               Total deferred income tax assets, net                         473,241             460,651
               Net deferred income tax liabilities                  $        413,761             461,354



Valuation allowances of $4.0 million and $18.9 million were recognized to offset net state deferred income
tax assets as of December 31, 2009 and 2008, respectively. During 2009, the Company reversed valuation
allowances of $12.0 million related to state deferred tax assets since it is more likely than not that these
state deferred tax assets will be realized. The benefits related to the reduction in the valuation allowance
are recorded in the consolidated statement of operations. During 2009, the Company recorded an equity
distribution of $10.4 million related to the use of net operating losses by members of its federal

                                                 17                                             (Continued)
                                         CC HOLDINGS GS V LLCC
                                  Notes to Consolidated Financial Statements
                                          December 31, 2009 and 2008
                                             (Dollars in thousands)



      consolidated group that are not members of the Company’s group of companies. During 2008, the
      Company recorded an equity contribution of $15.4 million related to the Company’s use of net operating
      losses from members of its federal consolidated group that are not members of the Company’s group of
      companies.

      At December 31, 2009, the Company had U.S. federal and state net operating loss carryforwards of
      approximately $260.3 million and $51.0 million, respectively, which are available to offset future taxable
      income. The federal loss carryforwards will expire in 2022 through 2029. The state net operating loss
      carryforwards generally expire in 2010 through 2029. The utilization of the loss carryforwards is subject to
      certain limitations.

      As of December 31, 2009 and 2008, the Company had no unrecognized tax benefits.

      From time to time, the Company is subject to examination by various tax authorities in jurisdictions in
      which the Company has significant business operations. The Company regularly assesses the likelihood of
      additional assessments in each of the tax jurisdictions resulting from these examinations.

(7)   Commitments and Contingencies
      The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of
      business. While there are uncertainties inherent in the ultimate outcome of such matters, and it is
      impossible to presently determine the ultimate costs or losses that may be incurred, if any, management
      believes the resolution of such uncertainties and the incurrence of such costs should not have a material
      adverse effect on the Company’s consolidated financial position or results of operations.

      (a)   Asset Retirement Obligations
            Pursuant to its ground lease agreements, the Company has the obligation to perform certain asset
            retirement activities, including requirements upon lease termination to remove towers or remediate
            the land upon which its towers reside. Accretion expense related to liabilities for contingent
            retirement obligations amounted to $1.4 million and $0.5 million for the years ended December 31,
            2009 and 2008, respectively. At December 31, 2009 and 2008, liabilities for contingent retirement
            obligations amounted to $17.4 million and $16.4 million, respectively, representing the net present
            value of the estimated expected future cash outlay. As of December 31, 2009, the estimated
            undiscounted future cash outlay for asset retirement obligations was approximately $537.1 million.
            See note 1.

      (b)   Property Tax Commitments
            The Company is obligated to pay, or reimburse others for, property taxes related to the Company’s
            towers pursuant to operating leases with landlords and other contractual agreements. For the year
            ended December 31, 2009, the Company paid, or reimbursed others for, property taxes of
            approximately $17.8 million, inclusive of the payment to Sprint Nextel discussed below. For the year
            ended December 31, 2010, the Company estimates that it will pay, or reimburse others for, property
            taxes of approximately $18.6 million. The property taxes for the year ended December 31, 2009 and


                                                       18                                             (Continued)
                                        CC HOLDINGS GS V LLCC
                                  Notes to Consolidated Financial Statements
                                         December 31, 2009 and 2008
                                             (Dollars in thousands)



            future periods are contingent upon new assessments of the towers and the Company’s appeals of
            assessments.

            The Company has an obligation to reimburse Sprint Nextel for property taxes Sprint Nextel will pay
            for the Company’s Sprint Towers. The Company paid $11.6 million for the year ended
            December 31, 2009 and expects to pay $11.9 million for the year ended December 31, 2010. The
            amount per tower to be paid to Sprint Nextel increases by 3% each successive year through 2037, the
            expiration of the lease term.

      (c)   Operating Lease Commitments
            See note 8 for a discussion of the operating lease commitments.

(8)   Leases
      (a)   Tenant Leases
            The following table is a summary of the rental cash payments to the Company, as a lessor, by tenants
            pursuant to lease agreements in effect as of December 31, 2009. Generally, the Company’s leases
            with its tenants provide for (1) annual escalations and multiple renewal periods at the tenant’s
            options and (2) only limited termination rights at the tenant’s option through the current term. The
            tenant rental payments included in the table below are through the current term and do not assume
            exercise of tenant renewal options.
                                                               Years ending December 31
                                      2010          2011         2012           2013       2014      Thereafter

            Tenant leases        $     455,762      445,033      414,757        382,388    344,538      965,911




                                                      19                                             (Continued)
                                  CC HOLDINGS GS V LLCC
                            Notes to Consolidated Financial Statements
                                   December 31, 2009 and 2008
                                        (Dollars in thousands)



(b)   Operating Leases
      The following table is a summary of rental cash payments owed by the Company, as lessee, to
      landlords pursuant to lease agreements in effect as of December 31, 2009. The Company is obligated
      under noncancelable operating leases for land under 83% of its towers. In addition, the Company has
      operating leases under which it manages space on towers owned by third parties under 5% of its
      towers. The majority of these operating lease agreements have certain termination rights that provide
      for cancellation after a notice period. The majority of the land and managed tower leases have
      multiple renewal options at the Company’s option and annual escalations. Lease agreements may
      also contain provisions for a contingent payment based on revenues or the gross margin derived from
      the tower located on the leased land. Approximately 61% of the land under the Company’s towers
      has remaining terms to expiration (including renewals at the Company’s option) of greater than
      15 years. The operating lease payments included in the table below include payments for certain
      renewal periods at the Company’s option up to the estimated tower useful life of 20 years and an
      estimate of contingent payments based on revenues and gross margins derived from existing tenant
      leases.
                                                          Years ending December 31
                                 2010         2011          2012           2013      2014       Thereafter

      Operating leases     $     113,300       116,103      117,790        119,154    119,816     1,446,060




                                                 20                                             (Continued)
                                         CC HOLDINGS GS V LLCC
                                   Notes to Consolidated Financial Statements
                                          December 31, 2009 and 2008
                                              (Dollars in thousands)



            Rental expense from operating leases was $127.4 million and $123.7 million for the years ended
            December 31, 2009 and 2008, respectively. The rental expense was inclusive of contingent payments
            based on revenues or gross margin derived from the tower located on the leased land of
            $27.7 million and $27.8 million for the years ended December 31, 2009 and 2008, respectively.

(9)   Concentration of Credit Risk
      Financial instruments that potentially subject the Company to concentrations of credit risk are primarily
      cash and cash equivalents and trade receivables. The Company mitigates its risk with respect to cash and
      cash equivalents by maintaining such deposits at high credit quality financial institutions and monitoring
      the credit ratings of those institutions. The Company’s restricted cash is held and directed by a trustee (see
      note 1).

      The Company derives all of its revenues from customers in the wireless telecommunications industry. The
      Company mitigates its concentrations of credit risk with respect to trade receivables by actively monitoring
      the creditworthiness of its customers.

      Major Customers
      The following table summarizes the percentage of the Company’s revenue for those customers accounting
      for more than 10% of the Company’s revenues.
                                                                                  Years ended December 31
                                                                                   2009            2008
      Sprint Nextel Corp.                                                                36%                 36%
      AT&T                                                                               14                  14
      T-Mobile                                                                           13                  12
      Verizon Wireless                                                                   10                  10



(10) Subsequent Events
      The following is a summary of the purchases of the 7.75% Secured Notes during the month ended
      January 31, 2010 by Crown Castle International Corp. These debt purchases were made by CCIC and as a
      result, the debt remains outstanding on the Company’s combined balance sheet.
                                                                                 Principal
                                                                                  amount           Cash paid (1)
      7.75% Secured Notes                                                  $        199,593              216,833
      (1)   Exclusive of accrued interest.




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