0001564590-20-052508 | 10-Q | XBRL Viewer

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Schedule of Earnings Per Share Basic and Diluted

The following sets forth the computation of basic and diluted earnings per share under the two-class method:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2020			2019			2020			2019
Basic earnings per share:
Numerator:
Net income (loss) attributable to shareholders	$	7,265		$	(19,420	)	$	(659,332	)	$	21,739
Less: Income allocated to participating securities		(229	)		(50	)		(853	)		(301	)
Dividends declared on convertible preferred stock		(2	)		-			(6	)		(656	)
Amortization of discount on convertible preferred stock		-			-			-			(993	)
Net income (loss) attributable to common shares	$	7,034		$	(19,470	)	$	(660,191	)	$	19,789
Denominator:
Basic weighted-average common shares outstanding		198,054			191,940			194,278			185,746
Basic earnings (loss) per common share	$	0.04		$	(0.10	)	$	(3.40	)	$	0.11

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2020			2019			2020			2019
Diluted earnings per share:
Numerator:
Net income (loss) attributable to shareholders	$	7,265		$	(19,420	)	$	(659,332	)	$	21,739
Less: Income allocated to participating securities		(229	)		(50	)		(853	)		(301	)
Dividends declared on convertible preferred stock		(2	)		-			(6	)		(656	)
Amortization of discount on convertible preferred stock		-			-			-			(993	)
Impact on if-converted dilutive securities		-			-			-			-
Net income (loss) attributable to common shares	$	7,034		$	(19,470	)	$	(660,191	)	$	19,789
Denominator:
Basic weighted-average common shares outstanding		198,054			191,940			194,278			185,746
Effect of dilutive non-participating securities		319			-			-			-
Impact on if-converted dilutive securities		-			-			-			-
Weighted-average shares for dilutive earnings per common share		198,373			191,940			194,278			185,746
Dilutive earnings (loss) per common share	$	0.04		$	(0.10	)	$	(3.40	)	$	0.11

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Assets:
Property, plant and equipment, net	$ 3,287,300	$ 3,409,945
Cash and cash equivalents	195,570	142,813
Accounts receivable, net	61,320	77,623
Goodwill	690,672	690,672
Intangible assets, net	405,833	531,979
Straight-line revenue receivable	4,249	2,408
Other assets, net	126,419	161,560
Investments in unconsolidated entities	66,602
Total Assets	4,837,965	5,017,000
Liabilities:
Accounts payable, accrued expenses and other liabilities, net	161,330	227,121
Settlement payable (Note 14)	438,577
Intangible liability, net	176,000
Accrued interest payable	96,394	28,800
Deferred revenue	999,122	1,070,671
Derivative liability, net	25,829	23,679
Dividends payable	36,253	43,282
Deferred income taxes	15,924	24,431
Finance lease obligations	49,412	52,994
Contingent consideration	3,880	11,507
Notes and other debt, net	4,830,371	5,017,679
Total liabilities	6,833,092	6,500,164
Commitments and contingencies (Note 14)
Shareholders' Deficit:
Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding
Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 231,244 shares at September 30, 2020 and 192,142 at December 31, 2019	23	19
Additional paid-in capital	1,205,631	951,295
Accumulated other comprehensive loss	(23,155)	(23,442)
Distributions in excess of accumulated earnings	(3,248,089)	(2,494,740)
Total Uniti shareholders' deficit	(2,065,590)	(1,566,868)
Noncontrolling interests:
Operating partnership units	70,338	83,704
Cumulative non-voting convertible preferred stock, $0.01 par value, 3 shares authorized, 1 issued and outstanding	125
Total shareholders' deficit	(1,995,127)	(1,483,164)
Total Liabilities and Shareholders' Deficit	$ 4,837,965	$ 5,017,000

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss)	$ 7,455	$ (19,777)	$ (671,140)	$ 22,262
Other comprehensive income (loss):
Unrealized loss on derivative contracts		(8,646)	(7,036)	(58,695)
Changes in foreign currency translation				(63)
Interest rate swap termination	2,829		7,325
Other comprehensive income (loss):	2,829	(8,646)	289	(58,758)
Comprehensive income (loss)	10,284	(28,423)	(670,851)	(36,496)
Comprehensive income (loss) attributable to noncontrolling interest	237	(511)	(11,806)	(678)
Comprehensive income (loss) attributable to common shareholders	$ 10,047	$ (27,912)	$ (659,045)	$ (35,818)

Leases - Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Operating leases
ROU assets, net	$ 82,985	$ 127,490
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets	us-gaap:OtherAssets
Lease liabilities	$ 73,049	$ 127,879
Operating Lease, Liability, Statement of Financial Position [Extensible List]	us-gaap:AccountsPayableAndOtherAccruedLiabilities	us-gaap:AccountsPayableAndOtherAccruedLiabilities
Finance leases
ROU asset, gross	$ 128,259	$ 129,900
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:PropertyPlantAndEquipmentNet	us-gaap:PropertyPlantAndEquipmentNet
Lease liabilities	$ 49,412	$ 52,994
Weighted-average remaining lease term
Operating leases	11 years 10 months 24 days	11 years 9 months 18 days
Finance leases	13 years 6 months	13 years 10 months 24 days
Weighted-average discount rate
Operating leases	10.00%	9.70%
Finance leases	8.00%	8.00%

Notes and Other Debt - Additional Information (Details) - USD ($)									3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 10, 2020	Jun. 28, 2019	Jun. 24, 2019	Mar. 18, 2019	May 08, 2017	Dec. 15, 2016	Jun. 09, 2016	Apr. 25, 2015	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Apr. 24, 2015
Debt Instrument [Line Items]
Debt instrument amount									$ 4,985,000,000		$ 4,985,000,000		$ 5,224,747,000
Repayments of debt												$ 15,810,000
Repayments of lines of credit											585,019,000	203,981,000
Percentage of pay cash dividends in excess of taxable income				90.00%
Amortization of deferred financing costs									$ 3,900,000	$ 4,300,000	$ 11,400,000	$ 11,800,000
Maximum
Debt Instrument [Line Items]
Consolidated secured leverage ratio									500.00%		500.00%
Total leverage ratio									650.00%		650.00%
Maximum \| Pro Forma
Debt Instrument [Line Items]
Consolidated secured leverage ratio									400.00%		400.00%
CSL Capital, LLC
Debt Instrument [Line Items]
Debt instrument, debt default, description of violation or event of default											In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity.
Debt Instrument, debt default, amount									$ 75,000,000.0		$ 75,000,000.0
7.875% Senior Secured Notes
Debt Instrument [Line Items]
Debt instrument amount									$ 2,250,000,000		$ 2,250,000,000
Issuance senior notes, stated percentage									7.875%		7.875%		7.875%
Debt instrument, maturity year											2025
Debt instrument, maturity date											Feb. 15, 2025		Feb. 15, 2025
Debt discount amortized to interest expense effective interest rate									8.38%		8.38%		8.38%
Senior Secured Notes - 6.00% Due April 15, 2023
Debt Instrument [Line Items]
Debt instrument amount									$ 550,000,000		$ 550,000,000		$ 550,000,000
Issuance senior notes, stated percentage									6.00%		6.00%		6.00%
Debt instrument, maturity date											Apr. 15, 2023		Apr. 15, 2023
Debt discount amortized to interest expense effective interest rate									6.49%		6.49%		6.49%
Senior Secured Notes - 6.00% Due April 15, 2023 \| CSL Capital, LLC
Debt Instrument [Line Items]
Issuance senior notes, stated percentage							$ 150,000,000		$ 550,000,000		$ 550,000,000			$ 400,000,000
Notes issued price percentage at par							99.25%	100.00%
Senior Unsecured Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Debt instrument amount									$ 1,110,000,000		$ 1,110,000,000		$ 1,110,000,000
Issuance senior notes, stated percentage									8.25%		8.25%		8.25%
Debt instrument, maturity date											Oct. 15, 2023		Oct. 15, 2023
Debt discount amortized to interest expense effective interest rate									9.06%		9.06%		9.06%
Senior Unsecured Notes - 8.25% Due October 15, 2023 \| CSL Capital, LLC
Debt Instrument [Line Items]
Issuance senior notes, stated percentage														$ 1,110,000,000
Notes issued price percentage at par								97.055%
Senior Unsecured Notes - 7.125% Due December 15, 2024
Debt Instrument [Line Items]
Debt instrument amount									$ 600,000,000		$ 600,000,000		$ 600,000,000
Issuance senior notes, stated percentage									7.125%		7.125%		7.125%
Debt instrument, maturity date											Dec. 15, 2024		Dec. 15, 2024
Debt discount amortized to interest expense effective interest rate									7.38%		7.38%		7.38%
Senior Unsecured Notes - 7.125% Due December 15, 2024 \| CSL Capital, LLC
Debt Instrument [Line Items]
Debt instrument amount									$ 600,000,000		$ 600,000,000
Issuance senior notes, stated percentage					$ 200,000,000	$ 400,000,000
Notes issued price percentage at par					100.50%	100.00%
Exchangeable Notes
Debt Instrument [Line Items]
Debt instrument amount									$ 345,000,000.0		$ 345,000,000.0
Issuance senior notes, stated percentage		4.00%							4.00%		4.00%
Debt instrument, maturity date		Jun. 15, 2024									Jun. 15, 2024
Debt issuance cost		$ 2,900,000
Issuance senior notes, stated percentage		$ 345,000,000
Debt instrument, frequency of periodic payment		semiannually in arrears on June 15 and December 15 of each year
Debt Instrument,date of first required payment		Dec. 15, 2019
Debt discount amortized to interest expense effective interest rate		11.10%
Debt issuance costs commissions payable		$ 10,400,000
Debt issuance costs payable to third party		1,400,000
Equity component value of convertible note issuance, net		80,800,000
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument amount			$ 575,900,000						$ 130,000,000		$ 130,000,000		$ 575,019,000
Debt instrument, maturity date			Apr. 24, 2022								Apr. 24, 2022		Apr. 24, 2022
Repayments of debt		$ 174,000,000.0
Repayments of lines of credit	$ 156,700,000
Revolving loans terminated related commitments	$ 157,600,000
Debt instrument, payable pursuant to fifth amendment			$ 101,600,000
Debt instrument, non extended maturity amount			$ 72,400,000
Debt instrument, increase in basis spread on variable rate	1.00%
Net leverage ratio	5.75%
Senior Secured Revolving Credit Facility \| Minimum \| Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	3.75%
Senior Secured Revolving Credit Facility \| Minimum \| Eurodollar
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.75%
Senior Secured Revolving Credit Facility \| Maximum \| Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.25%
Senior Secured Revolving Credit Facility \| Maximum \| Eurodollar
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.25%
Senior Secured Revolving Credit Facility \| CSL Capital, LLC
Debt Instrument [Line Items]
Repayments of debt	$ 156,700,000
Repayments of debt commitments amount											$ 418,300,000
Debt instrument, available borrowing									288,300,000		288,300,000
Senior Secured Revolving Credit Facility \| CSL Capital, LLC \| Minimum
Debt Instrument [Line Items]
Repayments of debt commitments amount	157,600,000
Senior Secured Revolving Credit Facility \| CSL Capital, LLC \| Maximum
Debt Instrument [Line Items]
Issuance senior notes, stated percentage									750,000,000		750,000,000
Repayments of debt commitments amount	418,300,000
Senior Secured Revolving Credit Facility \| Interest Expense
Debt Instrument [Line Items]
Non-cash interest expense for write off of unamortized discount									72,500,000		72,500,000
Debt issuance cost									$ 1,400,000		$ 1,400,000
Senior Secured Term Loan B Facility
Debt Instrument [Line Items]
Debt instrument amount													$ 2,044,728,000
Debt instrument, maturity date											Oct. 24, 2022		Oct. 24, 2022
Repayments of debt	2,050.00
Debt discount amortized to interest expense effective interest rate									5.66%		5.66%		5.66%
Senior Secured Term Loan B Facility \| CSL Capital, LLC
Debt Instrument [Line Items]
Repayments of debt	$ 2,050,000,000.00
Issuance senior notes, stated percentage									$ 2,140,000,000		$ 2,140,000,000
Senior Secured Notes - 7.875% Due 2025
Debt Instrument [Line Items]
Percentage of pay cash dividends in excess of taxable income	90.00%
Net leverage ratio	5.75%
Senior Secured Notes - 7.875% Due 2025 \| Operating Partnership, CSL Capital, LLC, Uniti Group Finance 2019 Inc. and Uniti Fiber
Debt Instrument [Line Items]
Issuance senior notes, stated percentage	$ 2,250,000,000
Notes issued price percentage at par	100.00%

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flow from operating activities
Net (loss) income	$ (671,140)	$ 22,262
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	250,970	307,571
Amortization of deferred financing costs and debt discount	27,703	30,045
Write off of deferred financing costs and debt discount	73,952
Interest rate swap termination	7,325
Deferred income taxes	(8,506)	(6,137)
Equity in (earnings) loss of unconsolidated entities	342
Distributions of cumulative earnings from unconsolidated entities	960
Loss on derivative instruments	(4,886)
Straight-line revenues	(1,036)	(1,450)
Stock-based compensation	10,446	7,930
Change in fair value of contingent consideration	8,086	(28,530)
Gain on sale of real estate (Note 5)	(86,726)	(28,995)
Loss on sale of Uniti Fiber Midwest operations		2,242
Loss on asset disposal	1,483	5,206
Other	(300)	156
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	17,699	15,885
Other assets	4,331	4,560
Accounts payable, accrued expenses and other liabilities	43,535	56,551
Deferred revenue from prepaid rent - Bluebird/Uniti Fiber Midwest networks (Note 5)		174,500
Settlement payable (Note 14)	438,577
Net cash provided by operating activities	112,815	561,796
Cash flow from investing activities
Acquisition of businesses, net of cash acquired		(4,211)
Proceeds from sale of Uniti Fiber Midwest operations		6,400
Other capital expenditures	(214,150)	(264,862)
Proceeds from sale of real estate, net of cash	392,011	130,429
Net cash provided by (used in) investing activities	104,734	(451,234)
Cash flow from financing activities
Repayment of Senior Secured Term Loan B	(2,044,728)
Principal payments on debt		(15,810)
Dividends paid	(100,759)	(129,075)
Payments of contingent consideration	(15,713)	(32,253)
Distributions paid to noncontrolling interest	(1,802)	(2,873)
Borrowings under revolving credit facility	140,000	139,000
Payments under revolving credit facility	(585,019)	(203,981)
Finance lease payments	(2,890)	(3,179)
Payments for financing costs	(47,775)	(49,497)
Settlement Common Stock issuance (Note 16)	244,550
Common stock issuance, net of costs		21,641
Proceeds from issuance of notes	2,250,000	345,000
Proceeds from sale of warrants	50,800	50,819
Payment for bond hedge option		(70,035)
Employee stock purchase program	306	847
Net share settlement	(962)	(1,832)
Net cash (used in) provided by financing activities	(164,792)	48,772
Effect of exchange rates on cash and cash equivalents		(43)
Net (decrease) increase in cash and cash equivalents	52,757	159,291
Cash and cash equivalents at beginning of period	142,813	38,026
Cash and cash equivalents at end of period	195,570	197,317
Non-cash investing and financing activities:
Property and equipment acquired but not yet paid	15,242	19,947
Tenant capital improvements	101,877	122,577
Settlement of convertible preferred stock, Series A Shares		87,500
Settlement of contingent consideration through non-cash consideration		11,178
Exchange of noncontrolling interest through non-cash consideration		6,540
Bluebird Network, LLC
Cash flow from investing activities
Asset acquisition		$ (318,990)
Windstream
Cash flow from investing activities
Asset acquisition	$ (73,127)

Derivative Instruments and Hedging Activities - Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Derivatives Fair Value [Line Items]
Derivative liability, net	$ 25,829	$ 23,679
Interest Rate Swap
Derivatives Fair Value [Line Items]
Derivative liability, net	$ 25,829	$ 23,679

Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Thousands, FiberStrandMile in Millions			3 Months Ended	9 Months Ended
	Sep. 18, 2020 USD ($) FiberStrandMile FiberRoute	Sep. 09, 2020 $ / shares shares	Jun. 30, 2020 USD ($)	Sep. 30, 2020 USD ($) Installment $ / shares	Dec. 31, 2019 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Settlement expense (Note 14)			$ 650,000	$ 650,000
Initial fair value				$ 5,576,589	$ 4,929,256
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Obligations under tax matters agreement				$ 0
Windstream Creditors
Commitments And Contingencies [Line Items]
Common stock agreed to sell \| shares		38,633,470
Common stock, par value \| $ / shares		$ 0.0001
Closing price of common stock \| $ / shares		$ 6.33
Windstream
Commitments And Contingencies [Line Items]
Quarterly cash payments to be made after emergence				24,500
Cash payment in equal installments emergence from bankruptcy				$ 490,100
Number of installments \| Installment				20
Percentage of committed purchase of assets				9.00%
Initial fair value				$ 438,600
Effective rate of payments recognized as interest expense				4.70%
Payments to acquire assets	$ 284,550
Dark fiber indefeasible rights of use contracts and access rights \| FiberStrandMile	1.8
Fiber strand miles of fiber assets conveyed \| FiberStrandMile	0.4
Fiber route miles of fiber assets conveyed \| FiberRoute	4,000
IRU annual EBITDA from fiber strand miles granted under CLEC MLA	$ 22,000
Right of use asset and underlying rights of fiber strand miles \| FiberStrandMile	0.4
IRU annual EBITDA from fiber strand miles conveyed	$ 7,000

Leases - Schedule of Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	$ 7,548,775	$ 7,557,909
Less: accumulated depreciation	(5,170,394)	(5,033,080)
Underlying assets under operating leases, net	2,378,381	2,524,829
Land
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	26,596	27,392
Building and Improvements
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	334,481	341,096
Poles
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	263,574	258,535
Fiber
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	2,959,468	2,836,939
Equipment
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	421	419
Copper
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	3,830,129	3,792,366
Conduit
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	89,770	89,770
Tower assets
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	1,397	168,453
Finance Lease Assets
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	32,660	32,660
Other assets
Lessor Lease Description [Line Items]
Underlying assets under operating leases, gross	$ 10,279	$ 10,279

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 7. Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements, establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring assets and liabilities at fair values. This hierarchy establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the assessment date;

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Unobservable inputs for the asset or liability.

Our financial instruments consist of cash and cash equivalents, accounts and other receivables, a derivative asset and liability, our outstanding notes and other debt, contingent consideration and accounts, interest and dividends payable.

The following table summarizes the fair value of our financial instruments at September 30, 2020 and December 31, 2019:

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At September 30, 2020
Liabilities
Senior secured notes - 7.875%, due February 15, 2025	$	2,373,750	$	-		2,373,750	$	-
Senior secured notes - 6.00%, due April 15, 2023		548,625		-		548,625		-
Senior unsecured notes - 8.25%, due October 15, 2023		1,090,575		-		1,090,575		-
Senior unsecured notes - 7.125%, due December 15, 2024		577,500		-		577,500		-
Exchangeable senior notes - 4.00%, due June 15, 2024		387,866		-		387,866		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		129,987		-		129,987		-
Derivative liability, net		25,829		-		25,829		-
Settlement payable		438,577		-		438,577		-
Contingent consideration		3,880		-		-		3,880
Total	$	5,576,589	$	-	$	5,572,709	$	3,880

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At December 31, 2019
Liabilities
Senior secured term loan B - variable rate, due October 24, 2022	$	1,998,721	$	-	$	1,998,721	$	-
Senior secured notes - 6.00%, due April 15, 2023		528,000		-		528,000		-
Senior unsecured notes - 8.25%, due October 15, 2023		971,250		-		971,250		-
Senior unsecured notes - 7.125%, due December 15, 2024		511,500		-		511,500		-
Exchangeable senior unsecured notes - 4.00%, due June 15, 2024		309,638		-		309,638		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		574,961		-		574,961		-
Derivative liability		23,679		-		23,679		-
Contingent consideration		11,507		-		-		11,507
Total	$	4,929,256	$	-	$	4,917,749	$	11,507

The carrying value of cash and cash equivalents, accounts and other receivables, and accounts, interest and dividends payable approximate fair values due to the short-term nature of these financial instruments.

The total principal balance of our outstanding notes and other debt was $4.99 billion at September 30, 2020, with a fair value of $5.11 billion. The estimated fair value of our outstanding notes and other debt was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy. Derivative assets and liabilities are carried at fair value. See Note 9. The fair value of an interest rate swap is determined based on the present value of expected future cash flows using observable, quoted LIBOR swap rates for the full term of the swap and also incorporate credit valuation adjustments to appropriately reflect both Uniti’s own non-performance risk and non-performance risk of the respective counterparties. The Company has determined that the majority of the inputs used to value its derivative assets and liabilities fall within Level 2 of the fair value hierarchy; however, the associated credit valuation adjustments utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by the Company and its counterparties. As of September 30,

2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall value of the derivatives. As such, the Company classifies its derivative assets and liabilities valuation in Level 2 of the fair value hierarchy.

Given the limited trade activity of the Exchangeable Notes, the fair value of the Exchangeable Notes (see Note 11) is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy. Specifically, we estimated the fair value of the Exchangeable Notes based on readily available external pricing information, quoted market prices, and current market rates for similar convertible debt instruments.

Uniti is required to make a $490.1 million cash payment to Windstream in equal installments over 20 consecutive quarters beginning the first month after Windstream’s emergence (the “Settlement Payable”) (see Note 14). The Settlement Payable is carried at fair value, which was determined using the present value of expected future cash flows and is classified as Level 2 inputs with the fair value hierarchy. The fair value of the Settlement Payable is $438.6 million and is reported as settlement payable on our Condensed Consolidated Balance Sheet at September 30, 2020.

We acquired Tower Cloud, Inc. (“Tower Cloud”) on August 31, 2016. As part of the Tower Cloud acquisition, we may be obligated to pay contingent consideration upon achievement of certain defined operational and financial milestones from the date of acquisition through December 31, 2021. At the Company’s discretion, a combination of cash and Uniti common shares may be used to satisfy the contingent consideration payments, provided that at least 50% of the aggregate amount of payments is satisfied in cash. We recorded the estimated fair value of future contingent consideration of $3.9 million as of September 30, 2020. The fair value of the contingent consideration as of September 30, 2020, was determined using a discounted cash flow model and probability adjusted estimates of the future operational milestones and is classified as Level 3. During the nine months ended September 30, 2020 and 2019, we paid $15.7 million and $32.2 million, respectively, for the achievement of certain milestones in accordance with the Tower Cloud merger agreement.

Changes in the fair value of contingent consideration arrangements are recorded in our Condensed Consolidated Statements of Income (Loss) in the period in which the change occurs. For the three and nine months ended September 30, 2020, there was a $1.9 million and $8.1 million, respectively, increase in the fair value of the contingent consideration that was recorded in Other (income) expense on the Condensed Consolidated Statements of Income (Loss). For the three and nine months ended September 30, 2019, there was a $3.0 million and $28.5 million, respectively, decrease in the fair value of the contingent consideration that was recorded in other (income) expense on the Condensed Consolidated Statements of Income (Loss).

The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3):

(Thousands)		December 31, 2019				Transfers into Level 3				(Gain)/Loss included in earnings				Settlements				September 30, 2020
Contingent consideration		$	11,507			$	-			$	8,086			$	(15,713	)		$	3,880

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	Jun. 27, 2019	Jun. 25, 2019	Apr. 27, 2015	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Unrealized gain (loss) on derivative instruments					$ (7,900,000)	$ (7,700,000)	$ (54,000,000.0)
Estimated amount to be reclassified as an increase to interest expense				$ 11,300,000		$ 11,300,000
Common stock aggregate at an exercise price		$ 16.42
Warrants expiring period						2024-09
Proceeds from offering and sale of warrants						$ 50,800,000	50,819,000
Exchangeable Notes
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Approximately net of proceeds from total offering exchangeable notes to pay cost of notes hedges	$ 70,000,000.0
Reclassification Out of Other Comprehensive Income \| Designated as Cash Flow Hedges
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Reclassification out of other comprehensive income into interest (expense) benefit				$ (2,800,000)	$ 700,000	$ (8,000,000.0)	$ 4,700,000
Maximum
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Maximum number of shares issued pursuant to warrants		55,500,000
Maximum \| Warrants
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Anti-dilution adjustments		27,800,000
Interest Rate Swap
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Derivative, notional value			$ 2,030,000,000.00
Derivative, maturity date			Oct. 24, 2022

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions	Nov. 09, 2020	May 23, 2019
Subsequent Event [Line Items]
Total cash consideration, including upfront IRU payments		$ 30.7
Subsequent Event \| Everstream Solutions LLC \| Uniti Fiber Northeast Operations And Certain Dark Fiber Indefeasible Rights Of Use Contracts
Subsequent Event [Line Items]
Total cash consideration, including upfront IRU payments	$ 135.0
Subsequent Event \| Everstream Solutions LLC \| IRU Lease Agreements
Subsequent Event [Line Items]
Lease agreements, term	20 years
Management fee receivable	$ 3.0
Annual escalator	2.00%

Leases - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$ 2,890	$ 3,192
Operating cash flows from operating leases	22,573	20,519
Financing cash flows from finance leases	2,890	3,179
Non-cash items:
New operating leases and remeasurements, net	426	23,706
New finance leases	$ 31	$ 3,240

Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Goodwill [Line Items]
Goodwill at December 31, 2019	$ 690,672
Goodwill at September 30, 2020	690,672
Fiber Infrastructure
Goodwill [Line Items]
Goodwill at December 31, 2019	690,672
Goodwill at September 30, 2020	$ 690,672

Capital Stock

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Capital Stock

Note 16. Capital Stock

On September 9, 2020, Uniti entered into stock purchase agreements (see Note 14) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and settlement of the litigation with Windstream. The issuance and sale of the Settlement Common Stock was made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Certain recipients of the Settlement Common Stock are subject to a one-year lock up, and all recipients are subject to a customary standstill agreement. No recipient will receive any governance rights in connection with the issuance. The binding letters of intent and the Stock Purchase Agreements also provide for customary registration rights.

Leases - Additional Information (Details)			3 Months Ended	9 Months Ended
Leases - Additional Information (Details)	Nov. 09, 2020 USD ($)	Sep. 18, 2020 USD ($) Lease	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Leases [Line Items]
Lessor, operating lease, existence of option to extend [true false]				true
Lessor, lease option to extend, description				options to extend or renew the leases for
Lessor, operating lease, existence of option to terminate [true false]				true
Lessor, lease option to terminate, description				options to terminate the leases within
Lessee, operating lease, existence of option to extend [true false]				true
Lessee, lease option to extend, description				options to extend or renew the leases for less than one year to 20 years
Lessee, operating lease, existence of option to terminate [true false]				true
Lessee, option to terminate, description				options to terminate the leases within one to six months
Short term lease commitments			$ 2,100,000	$ 2,100,000
Number of master leases \| Lease		2
Windstream
Leases [Line Items]
Lessor, initial lease term		20 years
New lease, aggregate reimbursements made for certain growth capital improvements			29,100,000	67,200,000
Growth Capital Improvements will exclude maintenance or repair expenditures except for costs incurred for fiber replacements to CLEC MLA leased property		$ 70,000,000
Future annual commitment payments for agreements due year one		125,000,000
Future annual commitment payments for agreements due year two through five		225,000,000
Future annual commitment payments for agreements due year six		175,000,000
Future annual commitment payments for agreements due year seven		175,000,000
Future annual commitment payments for agreements due year eight through ten		125,000,000
Cumulative growth capital improvements annual reimbursement commitment amount limit in subsequent period		$ 250,000,000
Annual rent adjustment for Growth Capital Funding		8.00%
Rate used for rent percentage		100.50%
Windstream \| Other Assets
Leases [Line Items]
Lease incentive			$ 400,000	400,000
Windstream \| Subsequent Event
Leases [Line Items]
New lease, aggregate reimbursements made for certain growth capital improvements	$ 38,100,000
ILEC MLA
Leases [Line Items]
Lease expiration date		Apr. 30, 2030
CLEC MLA
Leases [Line Items]
Lease expiration date		Apr. 30, 2030
CLEC MLA \| Windstream
Leases [Line Items]
Maximum funding rights allocated per year upon transfer of interests under new lease		$ 20,000,000
Equipment Loan Agreement \| Windstream
Leases [Line Items]
New lease, aggregate reimbursements made for certain growth capital improvements				$ 25,000,000
Accrued interest rate for borrowing				8.00%
Maximum
Leases [Line Items]
Lessor, initial lease term			35 years	35 years
Lessor, lease renewal term			20 years	20 years
Lessor operating lease, termination				6 months
Lessee, initial lease term			30 years	30 years
Lessee, lease renewal term			20 years	20 years
Lessee, lease option to terminate, description				6 months
Total leverage ratio			650.00%	650.00%
Maximum \| Windstream
Leases [Line Items]
New lease, aggregate reimbursements made for certain growth capital improvements		$ 1,750,000,000		$ 1,750,000,000
Maximum \| Windstream \| Senior Secured Revolving Credit Facility
Leases [Line Items]
Issuance senior notes, stated percentage			$ 750,000,000	750,000,000
Maximum \| Equipment Loan Agreement \| Windstream
Leases [Line Items]
New lease, aggregate reimbursements made for certain growth capital improvements				$ 125,000,000
Maximum
Leases [Line Items]
Lessor, initial lease term			5 years	5 years
Lessor, lease renewal term			5 years	5 years
Lessor operating lease, termination				1 month
Lessee, initial lease term			1 year	1 year
Lessee, lease renewal term			1 year	1 year
Lessee, lease option to terminate, description				1 month
Maximum \| Windstream
Leases [Line Items]
Total leverage ratio			350.00%	350.00%
Maximum \| Windstream \| Pro Forma
Leases [Line Items]
Total leverage ratio			300.00%	300.00%

Derivative Instruments and Hedging Activities - Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Offsetting Assets And Liabilities [Line Items]
Gross Amounts of Recognized Assets	$ 31,871
Gross Amounts Offset in the Condensed Consolidated Balance Sheets	(31,871)
Gross Amounts of Recognized Liabilities	57,700
Gross Amounts Offset in the Condensed Consolidated Balance Sheets	(31,871)
Net Amounts of Liabilities presented in the Condensed Consolidated Balance Sheets	25,829	$ 23,679
Interest Rate Swap
Offsetting Assets And Liabilities [Line Items]
Gross Amounts of Recognized Assets	31,871
Gross Amounts Offset in the Condensed Consolidated Balance Sheets	(31,871)
Gross Amounts of Recognized Liabilities	57,700
Gross Amounts Offset in the Condensed Consolidated Balance Sheets	(31,871)
Net Amounts of Liabilities presented in the Condensed Consolidated Balance Sheets	$ 25,829	$ 23,679

Accumulated Other Comprehensive (Loss) Income

9 Months Ended

Sep. 30, 2020

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Accumulated Other Comprehensive (Loss) Income

Note 15. Accumulated Other Comprehensive (Loss) Income

Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands)	2020			2019			2020			2019
Cash flow hedge changes in fair value (loss) gain:
Balance at beginning of period attributable to common shareholders	$	(30,353	)	$	(18,960	)	$	(23,442	)	$	30,042
Other comprehensive loss before reclassifications		-			(7,906	)		(7,713	)		(53,989	)
Amounts reclassified from accumulated other comprehensive income		-			(739	)		677			(4,705	)
Balance at end of period		(30,353	)		(27,605	)		(30,478	)		(28,652	)
Less: Other comprehensive loss attributable to noncontrolling interest		-			(153	)		(125	)		(1,200	)
Balance at end of period attributable to common shareholders		(30,353	)		(27,452	)		(30,353	)		(27,452	)
Interest rate swap termination:
Balance at beginning of period attributable to common shareholders		4,416			-			-			-
Amounts reclassified from accumulated other comprehensive income		2,829			-			7,325			-
Balance at end of period		7,245			-			7,325			-
Less: Other comprehensive (loss) income attributable to noncontrolling interest		47			-			127			-
Balance at end of period attributable to common shareholders		7,198			-			7,198			-
Foreign currency translation gain (loss):
Balance at beginning of period attributable to common shareholders		-			-			-			63
Translation adjustments		-			-			-			-
Amounts reclassified from accumulated other comprehensive income		-			-			-			(63	)
Balance at end of period		-			-			-			-
Less: Other comprehensive income attributable to noncontrolling interest		-			-			-			-
Balance at end of period attributable to common shareholders		-			-			-			-
Accumulated other comprehensive loss at end of period	$	(23,155	)	$	(27,452	)	$	(23,155	)	$	(27,452	)

Leases - Schedule of Depreciation Expense for Underlying Assets under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Depreciation expense for underlying assets under operating leases	$ 50,841	$ 73,606	$ 160,278	$ 224,973

Leases - Future Sublease Rentals (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Leases [Abstract]
2020	$ 2,619
2021	8,187
2022	8,220
2023	8,255
2024	8,289
Thereafter	122,169
Total	$ 157,739

Asset Acquisitions and Dispositions - Additional Information (Details) $ in Thousands, FiberStrandMile in Millions	Sep. 18, 2020 USD ($) FiberStrandMile FiberRoute	Jul. 01, 2020 USD ($)	Jun. 01, 2020 USD ($)	Aug. 30, 2019 USD ($) mi	May 23, 2019 USD ($)	Apr. 02, 2019 USD ($)
Business Acquisition [Line Items]
Sale of portfolio, cash consideration					$ 30,700
Sale of portfolio, pre-tax gain					$ 5,000
Bluebird Fiber Network
Business Acquisition [Line Items]
Number of fiber stand miles \| mi				178,000
Purchase consideration				$ 320,800
Transaction costs				1,800
Cash paid for business acquisition				175,000
Prepaid rent to be transferred for consideration				144,000
Melody Investment Advisors \| United States \| Tower
Business Acquisition [Line Items]
Net assets value			$ 190,000
Sale of portfolio, cash consideration			$ 225,800
Investment interest retained, percentage			10.00%
Fair value of retained investment interest			$ 26,000
Sale of portfolio, pre-tax gain			63,700
Incremental earn-out payments, estimated to be received			$ 1,900
Propco \| MIP
Business Acquisition [Line Items]
Net assets value		$ 186,500
Sale of portfolio, cash consideration		$ 167,600
Investment interest retained, percentage		20.00%
Fair value of retained investment interest		$ 41,900
Sale of portfolio, pre-tax gain		$ 23,000
Uniti Fibers Midwest \| MIP
Business Acquisition [Line Items]
Sale of operation for cash consideration and prepaid rent received				$ 37,000
Uniti Towers Business \| Latin American
Business Acquisition [Line Items]
Sale of portfolio, cash consideration						$ 101,600
Sale of portfolio, pre-tax gain						$ 23,800
Windstream
Business Acquisition [Line Items]
Payments to acquire assets	$ 284,550
Dark fiber indefeasible rights of use contracts and access rights \| FiberStrandMile	1.8
Fiber strand miles of fiber assets conveyed \| FiberStrandMile	0.4
Fiber route miles of fiber assets conveyed \| FiberRoute	4,000
IRU annual EBITDA from fiber strand miles granted under CLEC MLA	$ 22,000
IRU annual EBITDA from fiber strand miles conveyed	7,000
Intangible asset acquired	$ 66,290
Lessor, initial lease term	20 years
Acquired right of use assets	$ 11,300
Prepaid assets acquired	800
Purchase consideration	723,127
Windstream \| Contracts
Business Acquisition [Line Items]
Intangible asset acquired	$ 55,800
Acquired finite-lived intangible assets, weighted average useful life	6 years
Windstream \| Underlying Rights
Business Acquisition [Line Items]
Intangible asset acquired	$ 10,500
Acquired finite-lived intangible assets, weighted average useful life	30 years

Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Details)
$ in Thousands

Sep. 30, 2020

USD ($)

^[1]

Leases [Abstract]

$ 183,225

731,304

729,127

730,011

731,612

4,260,882

Total lease receivables

$ 7,366,161

[1]	Total future minimum lease payments to be received include $6.5 billion relating to the New Leases with Windstream.

Fair Value of Financial Instruments - Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Fair Value Disclosures [Abstract]
Contingent consideration, beginning balance	$ 11,507
(Gain)/Loss included in earnings	8,086
Settlements	(15,713)
Contingent consideration, ending balance	$ 3,880

Notes and Other Debt - Schedule of Notes and Other Debt (Parenthetical) (Details)		9 Months Ended	12 Months Ended
	Jun. 24, 2019	Sep. 30, 2020	Dec. 31, 2019
Senior Secured Term Loan B Facility
Debt Instrument [Line Items]
Debt instrument, maturity date		Oct. 24, 2022	Oct. 24, 2022
Debt instrument, imputed interest rate		5.66%	5.66%
Senior Secured Notes - 7.875% Due February 15, 2025
Debt Instrument [Line Items]
Debt instrument, maturity date		Feb. 15, 2025	Feb. 15, 2025
Debt instrument, imputed interest rate		8.38%	8.38%
Issuance senior notes, stated percentage		7.875%	7.875%
Senior Secured Notes - 6.00% Due April 15, 2023
Debt Instrument [Line Items]
Debt instrument, maturity date		Apr. 15, 2023	Apr. 15, 2023
Debt instrument, imputed interest rate		6.49%	6.49%
Issuance senior notes, stated percentage		6.00%	6.00%
Senior Unsecured Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Debt instrument, maturity date		Oct. 15, 2023	Oct. 15, 2023
Debt instrument, imputed interest rate		9.06%	9.06%
Issuance senior notes, stated percentage		8.25%	8.25%
Senior Unsecured Notes - 7.125% Due December 15, 2024
Debt Instrument [Line Items]
Debt instrument, maturity date		Dec. 15, 2024	Dec. 15, 2024
Debt instrument, imputed interest rate		7.38%	7.38%
Issuance senior notes, stated percentage		7.125%	7.125%
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024
Debt Instrument [Line Items]
Debt instrument, maturity date		Jun. 15, 2024	Jun. 15, 2024
Debt instrument, imputed interest rate		11.10%	11.10%
Issuance senior notes, stated percentage		4.00%	4.00%
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, maturity date	Apr. 24, 2022	Apr. 24, 2022	Apr. 24, 2022

Goodwill and Intangible Assets and Liabilities

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets And Liabilities Disclosure [Abstract]

Goodwill and Intangible Assets and Liabilities

Note 10. Goodwill and Intangible Assets and Liabilities

There were no changes in the carrying amount of goodwill occurring during the nine months ended September 30, 2020. The balance of Goodwill recorded in our Fiber Infrastructure segment as of September 30, 2020 and December 31, 2019 is as follows:

(Thousands)	Fiber Infrastructure		Total
Goodwill at December 31, 2019	$	690,672	$	690,672
Goodwill at September 30, 2020		690,672		690,672

(Thousands)	September 30, 2020						December 31, 2019
	Original Cost			Accumulated Amortization			Original Cost			Accumulated Amortization
Indefinite life intangible assets:
Trade name	$	-		$	-		$	2,000		$	-

Finite life intangible assets:
Customer lists	$	416,104		$	(77,269	)	$	450,603		$	(93,794	)
Contracts		55,793			-			-			-
In-place lease ⁽¹⁾		-			-			50,705			(845	)
Underlying Rights ⁽¹⁾		10,497			-			124,696			(1,386	)
Trade name		2,000			(1,292	)		-			-

Total intangible assets	$	484,394					$	628,004
Less: accumulated amortization		(78,561	)					(96,025	)
Total intangible assets, net	$	405,833					$	531,979

Finite life intangible liabilities:
Below-market leases	$	176,000			-		$	-			-

Finite life intangible liabilities:
Below-market leases	$	176,000					$	-
Less: accumulated amortization		-						-
Total intangible liabilities, net	$	176,000					$	-
⁽¹⁾ The Propco's intangible assets were sold on July 1, 2020. See Note 5.

As of September 30, 2020, the remaining weighted average amortization period of the Company’s intangible assets and liabilities was 15.6 years and 20.0 years, respectively. Amortization expense for the three and nine months ended September 30, 2020 was $6.5 million and $22.6 million, respectively. Amortization expense for the three and nine months ended September 30, 2019 was $6.3 million and $18.6 million, respectively.

Amortization expense is estimated to be $29.3 million for the full year of 2020, $24.7 million in 2021, $23.7 million in 2022, $23.7 million in 2023, and $23.6 million for 2024.

Leases - Lease Payments to be Received under Non-Cancellable Operating Leases (Parenthetical) (Details)
$ in Thousands

Sep. 30, 2020

USD ($)

Lessee Lease Description [Line Items]

Total future minimum lease payments to be received

$ 7,366,161

^[1]

New Leases

Lessee Lease Description [Line Items]

Total future minimum lease payments to be received

$ 6,500,000

[1]	Total future minimum lease payments to be received include $6.5 billion relating to the New Leases with Windstream.

Asset Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2020

Discontinued Operations And Disposal Groups [Abstract]

Asset Acquisitions and Dispositions

Note 5. Asset Acquisitions and Dispositions

2020 Transactions

Windstream Settlement Agreement

On September 18, 2020, and in furtherance of the Settlement Agreement (see Note 14), Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)), which IRUs currently generate approximately $22 million in annual EBITDA and (y) the fiber assets (and underlying rights) for the 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)), which IRUs currently generate $7 million of annual EBITDA. In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the transferred fiber assets.

The Company concluded that the Asset Purchase Agreement, and the obligation for Uniti to make cash payments to Windstream in accordance with the terms of the Settlement Agreement (see Note 14), should be combined for the accounting purpose of ASC 842. As such, total consideration provided to Windstream under the Settlement has been allocated as follows:

(Thousands)
Consideration:
Asset Purchase Agreement	$	284,550
Fair value of settlement obligation		438,577
Total consideration	$	723,127

Fair values of the assets acquired and liabilities assumed as of the acquisition date:
Property, plant and equipment	$	170,754
Intangible assets, net		66,290
Other assets		12,083
Intangible liabilities, net		(176,000	)
Total assets acquired, net		73,127
Settlement expense		650,000
Total	$	723,127

Of the $66.3 million of intangible assets acquired, $55.8 million is related to contracts (6 year life) and $10.5 million is related to underlying rights agreements (30 year life). The Company determined the useful life of the contract intangible assets using the weighted-average remaining term and the rights of way intangible asset by aligning the useful life of the intangible with that of the underlying fiber assets acquired. The intangible liability represents a below market lease, where we are the lessor, and has a useful life of 20 years, which aligns with the term of the agreement. Acquired right of use assets $11.3 million and prepaid assets $0.8 million are recorded within other assets on our Consolidated Balance Sheets.

Sale of Midwest Fiber Network

On July 1, 2020, the Company completed the sale of the entity that controlled the Company’s Midwest fiber network assets (the “Propco”) to Macquarie Infrastructure Partners (“MIP”), selling net assets having a book value of $186.5 million for total cash consideration of $167.6 million. The Company retained a 20% investment interest in the Propco, having a fair value of $41.9 million, through a newly-formed limited liability company with MIP (see Note 6). During the third quarter, we recorded a gain of $23.0 million related to this transaction.

Sale of U.S. Tower Portfolio

On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody, selling net assets having a book value of $190.0 million for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the tower business, having a fair value of $26.0 million, through a newly-formed limited partnership with Melody (see Note 6), and will receive incremental earn-out payments, estimated to be $1.9 million, which is included in other assets on the Condensed Consolidated Balance Sheet as of September 30, 2020. During the second quarter, we recorded a gain of $63.7 million related to this transaction.

2019 Transactions

Bluebird Network, LLC

On August 30, 2019, the Company closed on its operating company/property company transaction with MIP to acquire Bluebird Network, LLC (“Bluebird”). MIP operates within the Macquarie Infrastructure and Real Assets division of Macquarie Group. Bluebird’s network consists of approximately 178,000 fiber strand miles in the Midwest across Missouri, Kansas, Illinois and Oklahoma. In the transaction, Uniti purchased the Bluebird fiber network and MIP purchased the Bluebird operations. In addition, Uniti sold Uniti Fiber’s Midwest operations to MIP, while Uniti retained its existing Midwest fiber network. Uniti acquired the fiber network of Bluebird for $320.8 million, which included transaction costs of $1.8 million. Uniti funded $175 million in cash and

$144 million from pre-paid rent received from MIP at closing. The pre-paid rent is recorded within deferred revenue on our Consolidated Balance Sheet. In connection with the sale of the Company’s Midwest operations, we received total upfront cash of approximately $37 million, including related pre-paid rent received from MIP at closing. Concurrently with the closing of these transactions, Uniti has leased the Bluebird fiber network and its Midwest fiber network on a combined basis to MIP, under a long-term triple net lease (the “Bluebird Lease”).

Sale of Ground Lease Portfolio

On May 23, 2019, the Company completed the sale of substantially all of its U.S. ground lease business. During the second quarter of 2019, we received cash consideration of $30.7 million resulting in a pre-tax gain of $5.0 million.

Sale of Latin American Tower Portfolio

On April 2, 2019, the Company completed the sale of the Uniti Towers’ Latin America business (“LATAM”) to an entity controlled by Phoenix Towers International for cash consideration of $101.6 million resulting in a pre-tax gain of $23.8 million.

Capital Stock - Additional Information (Details) - $ / shares	Sep. 18, 2020	Sep. 30, 2020	Sep. 09, 2020	Dec. 31, 2019
Schedule Of Capitalization Equity [Line Items]
Common stock, shares issued		231,244,000		192,142,000
Common stock, par value		$ 0.0001		$ 0.0001
Windstream Creditors
Schedule Of Capitalization Equity [Line Items]
Common stock, par value			$ 0.0001
Closing price of common stock			$ 6.33
Windstream Creditors \| Stock Purchase Agreements
Schedule Of Capitalization Equity [Line Items]
Common stock, shares issued	38,633,470
Common stock, par value	$ 0.0001
Closing price of common stock	$ 6.33
Common stock lock up period	1 year

Segment Information

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Segment Information

Note 13. Segment Information

Our management, including our chief executive officer, who is our chief operating decision maker, manages our operations as four reportable segments in addition to our corporate operations, which include:

Leasing: Represents the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis.

Fiber Infrastructure: Represents the operations of our fiber business, Uniti Fiber, which is a leading provider of infrastructure solutions, including cell site backhaul and dark fiber, to the telecommunications industry.

Towers: Represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate and lease space on communications towers to wireless service providers and other tenants in the United States. On April 2, 2019, the Company completed the sale of LATAM, and on May 23, 2019, the Company completed the sale of substantially all of its ground lease business located across the United States. On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the U.S. tower business through a newly formed limited partnership with Melody. See Note 5.

Consumer CLEC: Represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which prior to Uniti’s separation and spin-off from Windstream (the “Spin-Off”) was reported as an integrated operation within Windstream. Talk America provides local telephone, high-speed internet and long distance services to customers in the eastern and central United States. We have commenced a wind down of our Consumer CLEC business, which we substantially completed during the second quarter of 2020.

Corporate: Represents our corporate and back office functions. Certain costs and expenses, primarily related to headcount, insurance, professional fees and similar charges, that are directly attributable to operations of our business segments are allocated to the respective segments.

Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, the impact, which may be recurring in nature, of transaction and integration related expenses, costs associated with Windstream’s bankruptcy, costs associated with litigation claims made against us, and costs associated with the implementation of our new enterprise resource planning system, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, including costs associated with the termination of related hedging activities, gains or losses on dispositions, changes in the fair value of contingent consideration and financial instruments, and other similar or infrequent items (although we may not have had such charges in the periods presented). Adjusted EBITDA includes adjustments to reflect the Company’s share of Adjusted EBITDA from unconsolidated entities. The Company believes that net income, as defined by GAAP, is the most appropriate earnings metric; however, we believe that Adjusted EBITDA serves as a useful supplement to net income because it allows investors, analysts and management to evaluate the performance of our segments in a manner that is comparable period over period. Adjusted EBITDA should not be considered as an alternative to net income as determined in accordance with GAAP.

Selected financial data related to our segments is presented below for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30, 2020
(Thousands)	Leasing		Fiber Infrastructure		Towers		Consumer CLEC			Corporate			Subtotal of Reportable Segments
Revenues	$	182,370	$	76,395	$	-	$	-		$	-		$	258,765

Adjusted EBITDA	$	181,103	$	25,419	$	-	$	(186	)	$	(7,775	)	$	198,561
Less:
Interest expense														102,791
Depreciation and amortization		48,189		31,617		-		-			74			79,880
Other expense, net														3,098
Settlement expense														-
Transaction related and other costs														20,816
Gain on sale of real estate														(22,908	)
Stock-based compensation														3,341
Income tax expense														2,801
Adjustments for equity in earnings from unconsolidated entities		1,287												1,287
Net income													$	7,455

	Three Months Ended September 30, 2019
(Thousands)	Leasing		Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	179,648	$	77,979	$	3,273			2,729	$	-		$	263,629

Adjusted EBITDA	$	178,095	$	30,536	$	(417	)	$	465	$	(6,021	)	$	202,658
Less:
Interest expense														104,655
Depreciation and amortization		70,227		28,652		1,643			594		50			101,166
Other expense, net														540
Transaction related and other costs														15,179
Gain on sale of real estate														(205	)
Stock-based compensation														2,845
Income tax benefit														(1,745	)
Net loss													$	(19,777	)

	Nine Months Ended September 30, 2020
(Thousands)	Leasing		Fiber Infrastructure		Towers		Consumer CLEC			Corporate			Subtotal of Reportable Segments
Revenues	$	552,042	$	232,942	$	6,112	$	651		$	-		$	791,747

Adjusted EBITDA	$	545,792	$	81,453	$	77	$	(461	)	$	(23,717	)	$	603,144
Less:
Interest expense														388,427
Depreciation and amortization		155,216		93,957		783		791			223			250,970
Other income, net														12,186
Settlement expense														650,000
Transaction related and other costs														55,344
Gain on sale of real estate														(86,726	)
Stock-based compensation														10,446
Income tax benefit														(7,650	)
Adjustments for equity in earnings from unconsolidated entities		1,287												1,287
Net loss													$	(671,140	)

	Nine Months Ended September 30, 2019
(Thousands)	Leasing		Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	532,773	$	236,139	$	11,499		$	8,663	$	-		$	789,074

Adjusted EBITDA	$	528,727	$	97,572	$	(134	)	$	1,676	$	(18,044	)	$	609,797
Less:
Interest expense														286,842
Depreciation and amortization		216,254		85,405		4,470			1,286		156			307,571
Other income, net														(24,848	)
Transaction related and other costs														28,883
Gain on sale of real estate														(28,995	)
Stock-based compensation														7,930
Income tax expense														10,152
Net income													$	22,262

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Investments in Unconsolidated Entities

9 Months Ended

Sep. 30, 2020

Equity Method Investments And Joint Ventures [Abstract]

Investments in Unconsolidated Entities

Note 6. Investments in Unconsolidated Entities

As of September 30, 2020, the Company had an aggregate investment of $66.6 million in its equity method unconsolidated entities, which included a 42% interest in Fiber Holdings and a 10% interest in Harmoni.

Fiber Holdings

Fiber Holdings was primarily established to develop fiber networks as real estate property for long-term investment. Fiber Holdings has a 47.5% ownership in the Propco that is under a long-term, triple net lease with our joint venture partner. Our ownership interest in Fiber Holdings represents approximately a 20% economic interest in the Propco. The Company’s current investment and maximum exposure to loss as a result of its involvement with Fiber Holdings was approximately $41.4 million as of September 30, 2020. The Company has not provided financial support to Fiber Holdings.

Harmoni

Harmoni was primarily established to develop wireless communication towers as real estate property for long-term investment. We concluded that Harmoni is a VIE; however, the Company determined that it was not the primary beneficiary of Harmoni because the Company lacks the power to direct the activities that most significantly impact its economic performance. The Company’s current investment and maximum exposure to loss as a result of its involvement with Harmoni was approximately $25.2 million as of September 30, 2020. The Company has not provided financial support to Harmoni.

We provide transition services to Harmoni in exchange for fees and reimbursements. Total transition service fees earned in connection with Harmoni were $0.2 million and $0.5 million, respectively, for the three and nine months ended September 30, 2020, which is included in operating expense on a net basis in our Consolidated Statements of Income (Loss).

Segment Information - Additional Information (Details) $ in Millions		9 Months Ended
	Jun. 01, 2020 USD ($)	Sep. 30, 2020 Segment	May 23, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of reportable business segments \| Segment		4
Sale of portfolio, cash consideration			$ 30.7
United States \| Tower \| Melody Investment Advisors
Segment Reporting Information [Line Items]
Sale of portfolio, cash consideration	$ 225.8
Investment interest retained, percentage	10.00%

Leases - Future Lease Payments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Operating Leases
2020	$ 5,525
2021	19,841
2022	17,172
2023	14,515
2024	10,359
Thereafter	40,596
Total undiscounted lease payments	108,009
Less: imputed interest	(34,960)
Total lease liabilities	73,049	$ 127,879
Finance Leases
2020	1,758
2021	6,810
2022	6,680
2023	6,658
2024	6,294
Thereafter	50,824
Total undiscounted lease payments	79,024
Less: imputed interest	(29,612)
Total lease liabilities	$ 49,412	$ 52,994

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended	9 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, ASU, Adopted		true
Change in accounting principle, ASU, Transition option elected [Extensible List]		us-gaap:AccountingStandardsUpdate201613Member
Change in accounting principle, ASU, Adoption date		Jan. 01, 2020
Change in accounting principle, ASU, Immaterial effect		true
Windstream \| Revenue
Summary Of Significant Accounting Policies [Line Items]
Master lease and new lease revenue percentage		66.10%	65.30%
Fiber Infrastructure
Summary Of Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying value	2.00%

Notes and Other Debt (Tables)

9 Months Ended

Sep. 30, 2020

Long Term Debt [Abstract]

Schedule of Notes and Other Debt

All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below. The Company is, however, a guarantor of such debt.

Notes and other debt are as follows:

(Thousands)	September 30, 2020			December 31, 2019
Principal amount	$	4,985,000		$	5,224,747
Less unamortized discount, premium and debt issuance costs		(154,629	)		(207,068	)
Notes and other debt less unamortized discount, premium and debt issuance costs	$	4,830,371		$	5,017,679

Notes and other debt at September 30, 2020 and December 31, 2019 consisted of the following:

	September 30, 2020					December 31, 2019
(Thousands)	Principal		Unamortized Discount, Premium and Debt Issuance Costs			Principal		Unamortized Discount, Premium and Debt Issuance Costs
Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%)	$	-		-		$	2,044,728	$	(74,523	)
Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%)		2,250,000		(41,853	)		-		-
Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%)		550,000		(4,458	)		550,000		(5,633	)
Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%)		1,110,000		(23,864	)		1,110,000		(28,808	)
Senior unsecured notes - 7.125% due December 15, 2024 (discount is based on imputed interest rate of 7.38%)		600,000		(5,570	)		600,000		(6,304	)
Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%)		345,000		(73,692	)		345,000		(85,272	)
Senior secured revolving credit facility, variable rate, due April 24, 2022		130,000		(5,192	)		575,019		(6,528	)
Total	$	4,985,000	$	(154,629	)	$	5,224,747	$	(207,068	)

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Revenues - Revenues Disaggregated by Revenue Stream (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	$ 64,932	$ 75,123	$ 203,938	$ 228,844
Total revenues	258,765	263,629	791,747	789,074
Fiber Infrastructure
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	64,755	72,394	203,110	220,181
Total revenues	76,395	77,979	232,942	236,139
Fiber Infrastructure \| Lit Backhaul
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	25,160	31,449	80,568	97,055
Fiber Infrastructure \| Enterprise and Wholesale
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	19,875	21,591	58,761	57,561
Fiber Infrastructure \| E-Rate and Government
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	17,375	18,879	60,133	63,407
Fiber Infrastructure \| Other
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	2,345	475	3,648	2,158
Consumer CLEC
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers		2,729	651	8,663
Total revenues		2,729	651	8,663
Leasing
Disaggregation Of Revenue [Line Items]
Total revenue from contracts with customers	177		177
Total revenues	182,370	179,648	552,042	532,773
ASU 2016-02
Disaggregation Of Revenue [Line Items]
Total revenues	$ 193,833	$ 188,506	$ 587,809	$ 560,230

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 02, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Trading Symbol	UNIT
Entity Registrant Name	Uniti Group Inc.
Entity Central Index Key	0001620280
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		232,749,009
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Entity File Number	001-36708
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	46-5230630
Entity Address, Address Line One	10802 Executive Center Drive
Entity Address, Address Line Two	Benton Building Suite 300
Entity Address, City or Town	Little Rock
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72211
City Area Code	(501)
Local Phone Number	850-0820
Document Quarterly Report	true
Document Transition Report	false

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2020

Property Plant And Equipment [Abstract]

Schedule of Carrying Value of Property, Plant and Equipment

The carrying value of property, plant and equipment is as follows:

(Thousands)	Depreciable Lives			September 30, 2020			December 31, 2019
Land	Indefinite			$	27,936		$	28,337
Building and improvements	3 - 40 years				349,900			355,225
Real property interests		(1	)		-			3,308
Poles	30 years				263,574			258,535
Fiber	30 years				3,666,336			3,456,398
Equipment	5 - 7 years				327,448			293,427
Copper	20 years				3,830,129			3,792,366
Conduit	30 years				89,771			89,770
Tower assets	20 years				8,571			170,063
Finance lease assets		(1	)		128,259			129,900
Other assets	15 - 20 years				10,370			11,591
Corporate assets	3 - 7 years				13,323			5,552
Construction in progress		(1	)		51,543			89,007
					8,767,160			8,683,479
Less accumulated depreciation					(5,479,860	)		(5,273,534	)
Net property, plant and equipment				$	3,287,300		$	3,409,945
(1) See our Annual Report for property, plant and equipment accounting policies.

Earnings Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share

Note 12. Earnings Per Share

Our time-based restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as common stock. As participating securities, we included these instruments in the computation of earnings per share under the two-class method described in FASB ASC 260, Earnings per Share (“ASC 260”).

We also have outstanding performance-based restricted stock units that contain forfeitable rights to receive dividends. Therefore, the awards are considered non-participating restrictive shares and are not dilutive under the two-class method until performance conditions are met.

Prior to the second quarter of 2019, the earnings-per-share impact of the Company’s 3% Convertible Preferred Stock, $0.0001 par value (“Series A Shares”), issued in connection with the May 2, 2016 acquisition of PEG Bandwidth, LLC, was calculated using the net share settlement method, whereby the redemption value of the instrument is assumed to be settled in cash and only the conversion premium, if any, is assumed to be settled in shares. The Series A Shares provided Uniti the option to settle the instrument in cash or shares. During the second quarter of 2019, the Company received notice from the holder of the Series A Shares of its election to convert all its shares, and the Company made an election to issue shares upon conversion, which occurred on July 2, 2019.

The dilutive effect of the Exchangeable Notes (see Note 11) is calculated by using the “if-converted” method. This assumes an add-back of interest, net of income taxes, to net income attributable to shareholders as if the securities were converted at the beginning of the reporting period (or at time of issuance, if later) and the resulting common shares included in number of weighted average shares. The dilutive effect of the Warrants (see Note 9) is calculated using the treasury-stock method. During the three and nine months ended September 30, 2020 and 2019, the Warrants were excluded from diluted shares outstanding because the exercise price exceeded the average market price of our common stock for the reporting period.

The following sets forth the computation of basic and diluted earnings per share under the two-class method:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2020			2019			2020			2019
Basic earnings per share:
Numerator:
Net income (loss) attributable to shareholders	$	7,265		$	(19,420	)	$	(659,332	)	$	21,739
Less: Income allocated to participating securities		(229	)		(50	)		(853	)		(301	)
Dividends declared on convertible preferred stock		(2	)		-			(6	)		(656	)
Amortization of discount on convertible preferred stock		-			-			-			(993	)
Net income (loss) attributable to common shares	$	7,034		$	(19,470	)	$	(660,191	)	$	19,789
Denominator:
Basic weighted-average common shares outstanding		198,054			191,940			194,278			185,746
Basic earnings (loss) per common share	$	0.04		$	(0.10	)	$	(3.40	)	$	0.11

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands, except per share data)	2020			2019			2020			2019
Diluted earnings per share:
Numerator:
Net income (loss) attributable to shareholders	$	7,265		$	(19,420	)	$	(659,332	)	$	21,739
Less: Income allocated to participating securities		(229	)		(50	)		(853	)		(301	)
Dividends declared on convertible preferred stock		(2	)		-			(6	)		(656	)
Amortization of discount on convertible preferred stock		-			-			-			(993	)
Impact on if-converted dilutive securities		-			-			-			-
Net income (loss) attributable to common shares	$	7,034		$	(19,470	)	$	(660,191	)	$	19,789
Denominator:
Basic weighted-average common shares outstanding		198,054			191,940			194,278			185,746
Effect of dilutive non-participating securities		319			-			-			-
Impact on if-converted dilutive securities		-			-			-			-
Weighted-average shares for dilutive earnings per common share		198,373			191,940			194,278			185,746
Dilutive earnings (loss) per common share	$	0.04		$	(0.10	)	$	(3.40	)	$	0.11

For the three and nine months ended September 30, 2020, 29,504,780 potential common shares related to the Exchangeable Notes were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the nine months ended September 30, 2020, 730,863 non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2019, 27,758,769 potential common shares related to the Exchangeable Notes and 517,060 non-participating securities were excluded from the computation of earnings per share, as their effect would have been anti-dilutive.

Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Segment Reporting Information [Line Items]
Revenues	$ 258,765		$ 263,629	$ 791,747	$ 789,074
Adjusted EBITDA	198,561		202,658	603,144	609,797
Interest expense	102,791		104,655	388,427	286,842
Depreciation and amortization	79,880		101,166	250,970	307,571
Other (income) expense, net	3,098		540	12,186	(24,848)
Settlement expense		$ 650,000		650,000
Transaction related and other costs	20,816		15,179	55,344	28,883
Gain on sale of real estate	(22,908)		(205)	(86,726)	(28,995)
Stock-based compensation	3,341		2,845	10,446	7,930
Income tax expense (benefit)	2,801		(1,745)	(7,650)	10,152
Adjustments for equity in earnings from unconsolidated entities	1,287			1,287
Net income (loss)	7,455		(19,777)	(671,140)	22,262
Leasing
Segment Reporting Information [Line Items]
Revenues	182,370		179,648	552,042	532,773
Adjusted EBITDA	181,103		178,095	545,792	528,727
Depreciation and amortization	48,189		70,227	155,216	216,254
Adjustments for equity in earnings from unconsolidated entities	1,287			1,287
Fiber Infrastructure
Segment Reporting Information [Line Items]
Revenues	76,395		77,979	232,942	236,139
Adjusted EBITDA	25,419		30,536	81,453	97,572
Depreciation and amortization	31,617		28,652	93,957	85,405
Towers
Segment Reporting Information [Line Items]
Revenues			3,273	6,112	11,499
Adjusted EBITDA			(417)	77	(134)
Depreciation and amortization			1,643	783	4,470
Consumer CLEC
Segment Reporting Information [Line Items]
Revenues			2,729	651	8,663
Adjusted EBITDA	(186)		465	(461)	1,676
Depreciation and amortization			594	791	1,286
Corporate
Segment Reporting Information [Line Items]
Adjusted EBITDA	(7,775)		(6,021)	(23,717)	(18,044)
Depreciation and amortization	$ 74		$ 50	$ 223	$ 156

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	231,244,000	192,142,000
Common stock, shares outstanding	231,244,000	192,142,000
Cumulative non-voting convertible preferred stock par value	$ 0.01
Cumulative non-voting convertible preferred shares authorized	3,000
Cumulative non-voting convertible preferred shares issued	1,000
Cumulative non-voting convertible preferred shares outstanding	1,000

Condensed Consolidated Statements of Shareholders' Deficit (unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement Of Stockholders Equity [Abstract]
Common stock dividends declared per share	$ 0.15	$ 0.05	$ 0.15	$ 0.05

Organization and Description of Business - Additional Information (Details)	9 Months Ended
	Sep. 30, 2020 Segment
Organization And Description Of Business [Line Items]
Number of operating business segments	4
Uniti Group LP
Organization And Description Of Business [Line Items]
Percentage of partnership interests owned	98.50%

Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 17. Subsequent Events

On November 9, 2020, we announced that Uniti has entered into an operating company/property company (“OpCo-PropCo”) transaction with Everstream Solutions LLC (“Everstream”). As part of the transaction, Uniti will enter into two 20-year IRU lease agreements with Everstream on Uniti owned fiber. Concurrently, Uniti has agreed to sell its Uniti Fiber Northeast operations and certain dark fiber IRU contracts acquired as part of the Windstream settlement to Everstream. Total cash consideration, including upfront IRU payments, is approximately $135 million. In addition to the upfront proceeds, Uniti will receive fees of approximately $3 million annually from Everstream over the initial 20-year term of the IRU lease agreements, subject to an annual escalator of 2%. The transaction is subject to regulatory approval and other customary closing conditions and is expected to close in the second quarter of 2021.

Goodwill and Intangible Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets And Liabilities Disclosure [Abstract]

Schedule of Carrying Amount of Goodwill

(Thousands)	Fiber Infrastructure		Total
Goodwill at December 31, 2019	$	690,672	$	690,672
Goodwill at September 30, 2020		690,672		690,672

Schedule of Carrying Value of Other Intangible Assets

(Thousands)	September 30, 2020						December 31, 2019
	Original Cost			Accumulated Amortization			Original Cost			Accumulated Amortization
Indefinite life intangible assets:
Trade name	$	-		$	-		$	2,000		$	-

Finite life intangible assets:
Customer lists	$	416,104		$	(77,269	)	$	450,603		$	(93,794	)
Contracts		55,793			-			-			-
In-place lease ⁽¹⁾		-			-			50,705			(845	)
Underlying Rights ⁽¹⁾		10,497			-			124,696			(1,386	)
Trade name		2,000			(1,292	)		-			-

Total intangible assets	$	484,394					$	628,004
Less: accumulated amortization		(78,561	)					(96,025	)
Total intangible assets, net	$	405,833					$	531,979

Finite life intangible liabilities:
Below-market leases	$	176,000			-		$	-			-

Finite life intangible liabilities:
Below-market leases	$	176,000					$	-
Less: accumulated amortization		-						-
Total intangible liabilities, net	$	176,000					$	-
⁽¹⁾ The Propco's intangible assets were sold on July 1, 2020. See Note 5.

Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Note 9. Derivative Instruments and Hedging Activities

The Company uses derivative instruments to mitigate the effects of interest rate volatility inherent in our variable rate debt, which could unfavorably impact our future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes.

On April 27, 2015, we entered into fixed for floating interest rate swap agreements to mitigate the interest rate risk inherent in our variable rate Senior Secured Term Loan B facility. These interest rate swaps were designated as cash flow hedges and have a notional value of $2.03 billion and mature on October 24, 2022. As result of the repayment of the Company’s term loan facility in February of 2020 (see Note 11), the Company entered into receive-fixed interest rate swaps to offset its existing pay-fixed interest rate swaps. As a result, the Company discontinued hedge accounting as the hedge accounting requirements were no longer met. Amounts in accumulated other comprehensive (loss) income as of the date of de-designation, will be reclassified to interest expense as the hedged transactions impact earnings. Prospectively, changes in fair value of all interest rate swaps will be recorded directly to earnings.

The Company has elected to offset derivative positions that are subject to master netting arrangements with the same counterparty in our Condensed Consolidated Balance Sheets. The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of September 30, 2020 were as follows:

Offsetting of Derivative Assets and Liabilities (Thousands)	Gross Amounts of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheets			Net Amounts of Assets or Liabilities presented in the Condensed Consolidated Balance Sheets
Assets
Interest rate swaps	$	31,871	$	(31,871	)	$	-
Total	$	31,871	$	(31,871	)	$	-

Liabilities
Interest rate swaps	$	57,700	$	(31,871	)	$	25,829
Total	$	57,700	$	(31,871	)	$	25,829

The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets:

(Thousands)

Location on Condensed

Consolidated Balance

Sheets

September 30, 2020

December 31, 2019

Interest rate swaps

Derivative liability, net

25,829

23,679

As of September 30, 2020, all of the interest rate swaps were valued in net unrealized loss positions and recognized as liability balances within the derivative liability, net in our Condensed Consolidated Balance Sheets. As hedge accounting is no longer applied beginning in February 2020, the unrealized loss amounts are now being recorded directly to earnings. For the nine months ended September 30, 2020, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments prior to the February 2020 discontinuance of hedge accounting was $7.7 million. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2020 was $2.8 million and $8.0 million, respectively

As of September 30, 2019, all of the interest rate swaps were valued in net unrealized loss positions and recognized as liability balances within the derivative liability, net in our Condensed Consolidated Balance Sheets. For the three and nine months ended September 30, 2019, the amount recorded in other comprehensive income related to the unrealized loss on derivative instruments was $7.9 million and $54.0 million, respectively. The amount reclassified out of other comprehensive income into interest expense on our Condensed Consolidated Statement of Income (Loss) for the three and nine months ended September 30, 2019 was a benefit of $0.7 million and $4.7 million, respectively.

During the next twelve months, beginning October 1, 2020, we estimate that $11.3 million will be reclassified as an increase to interest expense.

Exchangeable Notes Hedge Transactions

On June 25, 2019, concurrently with the pricing of the Exchangeable Notes (see Note 11), and on June 27, 2019, concurrently with the exercise by the Initial Purchasers (as defined below) of their option to purchase additional Exchangeable Notes, Uniti Fiber, the issuer of the Exchangeable Notes, entered into the Note Hedge Transactions with certain of the Counterparties. The Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of the Company’s common stock that initially underlie the Exchangeable Notes in the aggregate and are exercisable upon exchange of the Exchangeable Notes. The Note Hedge Transactions have an initial strike price that corresponds to the initial exchange price of the Exchangeable Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The Note Hedge Transactions will expire upon the maturity of the Exchangeable Notes, if not earlier exercised. The Note Hedge Transactions are intended to reduce potential dilution to the Company’s common stock upon any exchange of the Exchangeable Notes and/or offset any cash payments Uniti Fiber is required to make in excess of the principal amount of exchanged Exchangeable Notes, as the case may be, in the event that the market value per share of the Company’s common stock, as measured under the Note Hedge Transactions, at the time of exercise is greater than the strike price of the Note Hedge Transactions.

The Note Hedge Transactions are separate transactions, entered into by Uniti Fiber with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Note Hedge Transactions. Uniti Fiber used approximately $70.0 million of the net proceeds from the offering of the Exchangeable Notes to pay the cost of the Note Hedge Transactions. The Note Hedge Transactions meet certain accounting criteria under GAAP, are recorded in additional paid-in capital on our Condensed Consolidated Balance Sheets and are not accounted for as derivatives that are remeasured each reporting period.

Warrant Transactions

On June 25, 2019, concurrently with the pricing of the Exchangeable Notes, and on June 27, 2019 concurrently with the exercise by the Initial Purchasers of their option to purchase additional Exchangeable Notes, the Company entered into warrant transactions to sell to the Counterparties Warrants to acquire, subject to anti-dilution adjustments, up to approximately 27.8 million shares of the Company’s common stock in the aggregate at an exercise price of approximately $16.42 per share. The maximum number of shares of the Company’s common stock that could be issued pursuant to the Warrants is approximately 55.5 million. The Company offered and sold the Warrants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). If the market value per share of the Company’s common stock, as measured under the Warrants, at the time of exercise exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company’s common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants will expire over a period beginning in September 2024.

The Warrants are separate transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Exchangeable Notes. Holders of the Exchangeable Notes will not have any rights with respect to the Warrants. The Company received approximately $50.8 million from the offering and sale of the Warrants. The Warrants meet certain accounting criteria under GAAP, are recorded in additional paid-in capital on our Condensed Consolidated Balance Sheets and are not accounted for as derivatives that are remeasured each reporting period.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Going Concern	Going Concern—In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40), the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying Condensed Consolidated Financial Statements are issued, concluding there are no such conditions or events. The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. On September 21, 2020, Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and subsidiaries, “Windstream”) emerged from bankruptcy following its voluntary petition for relief under Chapter 11 of the Bankruptcy Code. In connection with Windstream’s emergence from bankruptcy, Uniti entered into several agreements and consummated the transactions, each as described herein, to implement its settlement (the “Settlement”) with Windstream pursuant to the settlement agreement (the “Settlement Agreement”) dated as of May 12, 2020 between Uniti and Windstream. Pursuant to the Settlement, Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and that certain master lease dated as of April 24, 2015 (the “Master Lease”). See Note 14.
Investments In Unconsolidated Entities	Investments in Unconsolidated Entities—We report our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 6.
Goodwill	Goodwill—In accordance with ASC 350, Intangibles – Goodwill and Other, we evaluate goodwill for impairment between annual impairments tests if an event occurs or circumstances change, including those resulting from the COVID-19 pandemic, that may indicate whether it is more likely than not that the fair value of reporting unit is less than its carrying value. After consideration of such events or circumstances, including evaluating potential impacts on our judgements and estimates regarding our projected cash flows used in the determination of the estimated fair value of our Fiber reporting unit, we have determined that it is not more likely than not that the fair value of reporting unit is less than its carrying value; therefore, we have not performed an interim impairment analysis during the quarter. We will perform our annual goodwill impairment test during the fourth quarter of 2020 by estimating the fair value of our reporting units (which are our segments). We intend to use a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. We last performed our annual impairment analysis during the fourth quarter of 2019 and concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 2%. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change and could result in a goodwill impairment charge. We continue to monitor the developments associated with the COVID-19 pandemic and its related impact on our business and, if we determine that the COVID-19 pandemic is negatively impacting our business, we may conclude that an interim impairment analysis is required in a future period. Our first priority remains the health and safety of our employees, customers and other business partners. We have been actively monitoring and following government recommendations as we adjust business practices and standard operating procedures to ensure the protection of team members and ensure the continuity of our business. As of the date of this Quarterly Report on Form 10-Q, we have not experienced significant disruptions in our operations or network performance, incurred significant delays in our permitting process that would impact our timing of service installations, had disruptions or cost increases in our supply chain, or received significant requests for payment relief from our customers as a result of the COVID-19 pandemic. Furthermore, as of the date of this Quarterly Report on Form 10-Q, we have not observed declines in the valuation of relevant acquisitions, which would impact the estimated fair value of our Fiber reporting unit under the market approach, as we use market data of comparable business and acquisition valuations of recent transactions to estimate fair value. We have implemented policies and procedures designed to mitigate the risk of adverse impacts of the COVID-19 pandemic, or a future pandemic, on our operations, but we may incur additional costs to ensure continuity of business operations caused by COVID-19, or other future pandemics, which could adversely affect our financial condition and results of operations. However, the extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on us, and there is no guarantee that efforts by us, designed to address adverse impacts of COVID-19, will be effective and those adverse impacts may be material to the financial statements.
Concentration of Credit Risks	Concentration of Credit Risks—Revenue under the Master Lease and the New Leases (as described in Note 4) provided 66.1% and 65.3% of our revenue for the nine months ended September 30, 2020 and 2019, respectively. Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the New Leases, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the New Leases or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us. Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q. We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the New Leases, (iii) monitoring new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the New Leases and (vi) monitoring the timeliness of its payments under the New Leases. As of the date of this Quarterly Report on Form 10-Q, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream.
Reclassifications	Reclassifications—Certain prior year asset categories and related amounts in Note 4 have been reclassified to conform with current year presentation.
Recently Issued Accounting Standards	Recently Issued Accounting Standards On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the accounting for credit losses affecting loans, debt securities, trade receivables, net investments in leases, and any other financial asset not excluded from the scope that have the contractual right to receive cash. We adopted ASU 2016-13 effective January 1, 2020, and there was no material impact on our financial statements and related disclosures.

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2020

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

Note 8. Property, Plant and Equipment

The carrying value of property, plant and equipment is as follows:

(Thousands)	Depreciable Lives			September 30, 2020			December 31, 2019
Land	Indefinite			$	27,936		$	28,337
Building and improvements	3 - 40 years				349,900			355,225
Real property interests		(1	)		-			3,308
Poles	30 years				263,574			258,535
Fiber	30 years				3,666,336			3,456,398
Equipment	5 - 7 years				327,448			293,427
Copper	20 years				3,830,129			3,792,366
Conduit	30 years				89,771			89,770
Tower assets	20 years				8,571			170,063
Finance lease assets		(1	)		128,259			129,900
Other assets	15 - 20 years				10,370			11,591
Corporate assets	3 - 7 years				13,323			5,552
Construction in progress		(1	)		51,543			89,007
					8,767,160			8,683,479
Less accumulated depreciation					(5,479,860	)		(5,273,534	)
Net property, plant and equipment				$	3,287,300		$	3,409,945
(1) See our Annual Report for property, plant and equipment accounting policies.

Depreciation expense for the three and nine months ended September 30, 2020 was $73.3 million and $228.3 million, respectively. Depreciation expense for the three and nine months ended September 30, 2019 was $94.9 million and $288.9 million, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14. Commitments and Contingencies

Litigation

In the ordinary course of our business, we are subject to claims and administrative proceedings, none of which we believe are material or would be expected to have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows or results of operations.

Pursuant to the Separation and Distribution Agreement entered into with Windstream in connection with the Spin-Off, Windstream has agreed to indemnify us (including our subsidiaries, directors, officers, employees and agents and certain other related parties) for any liability arising from or relating to legal proceedings involving Windstream's telecommunications business prior to the Spin-Off, and, pursuant to the Master Lease, and the successor New Leases, Windstream has agreed to indemnify us for, among other things, any use, misuse, maintenance or repair by Windstream with respect to the Distribution Systems. Windstream is currently a party to various legal actions and administrative proceedings, including various claims arising in the ordinary course of its telecommunications business, which are subject to the indemnities provided to us by Windstream.

On July 25, 2019, in connection with Windstream’s bankruptcy, Windstream Holdings and Windstream Services, LLC (“Windstream Services”) filed a complaint with the Bankruptcy Court in an adversary proceeding against Uniti and certain of its affiliates, alleging, among other things, that the Master Lease should be recharacterized as a financing arrangement, that certain rent payments and TCIs made by Windstream under the Master Lease constitute constructive fraudulent transfers, that the Master Lease is a lease of personal property and that Uniti breached certain of its obligations under the Master Lease. During the second quarter of 2020, we estimated that $650.0 million of the consideration paid to Windstream should be classified as settlement of litigation, and therefore, recorded a $650.0 million charge. The charge represented our estimated fair value of the litigation settlement component of the Settlement.

On September 21, 2020, Windstream emerged from bankruptcy. In connection with Windstream’s emergence from bankruptcy, Uniti and Windstream implemented the Settlement, pursuant to which Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and the Master Lease.

Under the Settlement Agreement, in addition to completing the transactions and executing the New Leases (see Note 4), Uniti is required to make quarterly cash payments of $24.5 million to Windstream for 20 consecutive quarters beginning the first month after Windstream’s emergence. Uniti may prepay any installments falling due on or after the first anniversary of the Settlement’s effective date (discounted at a 9% rate). This obligation has been recorded at its initial fair value of $438.6 million and is reported as settlement payable on our Condensed Consolidated Balance Sheet at September 30, 2020. The difference between the initial fair value of the obligation and total undiscounted cash payments, $490.1 million, will be recognized as interest expense within our Condensed Consolidated Statements of Income (Loss) at an effective rate of 4.7%, over 20 quarters beginning October 1, 2020.

Stock Purchase Agreements

On September 9, 2020, Uniti entered into stock purchase agreements (each, a “Stock Purchase Agreement”) with certain first lien creditors of Windstream to replace and codify the terms set forth in the previously-filed binding letters of intent, pursuant to which on September 18, 2020 Uniti sold an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the Settlement was first reached. Uniti transferred the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to the Asset Purchase Agreement and in settlement of the litigation with Windstream.

Asset Purchase Agreement (see Note 5)

On September 18, 2020, and in furtherance of the Settlement Agreement, Uniti and Windstream closed an asset purchase agreement, as amended by a letter agreement (collectively, the “Asset Purchase Agreement”), pursuant to which (a) Uniti paid to Windstream approximately $284.6 million and (b) Windstream (i) granted to Uniti exclusive rights to use 1.8 million fiber strand miles leased by Windstream under the CLEC MLA, which fiber strands are either unutilized or utilized under certain dark fiber indefeasible rights of use (“IRUs”) that were simultaneously transferred to Uniti, (ii) conveyed to Uniti fiber assets (and underlying rights) consisting of 0.4 million fiber strand miles (covering 4,000 route miles) owned by Windstream, and (iii) transferred and assigned to subsidiaries of Uniti dark fiber IRUs relating to (x) the fiber strand miles granted to Uniti under the CLEC MLA (and described in clause (i)), which IRUs currently generate approximately $22 million in annual EBITDA and (y) the fiber assets (and underlying rights) for the 0.4 million fiber strand miles conveyed to Uniti (and described in clause (ii)), which IRUs currently generate $7 million of annual EBITDA. In addition, upon the transfer of the Windstream owned fiber assets (described in clause (ii) above), Uniti granted to Windstream a 20-year IRU for certain strands included in the transferred fiber assets.

Other Litigation

On July 3, 2019, SLF Holdings, LLC (“SLF”) filed a complaint against the Company, Uniti Fiber, and certain current and former officers of the Company (collectively, the “Defendants”) in the United States District Court for the Southern District of Alabama, in connection with Uniti Fiber’s purchase of Southern Light, LLC from SLF in July 2017. The complaint asserted claims for fraud and conspiracy, as well as claims under federal and Alabama securities laws, alleging that Defendants improperly failed to disclose to SLF the risk that the Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream. On September 26, 2019, the action was transferred to United States District Court for the District of Delaware. On November 18, 2019, SLF filed an amended complaint, adding allegations that Defendants also failed to fully disclose the risk that the Master Lease purportedly could be recharacterized as a financing instead of “true lease.” The amended complaint seeks compensatory and punitive damages, as well as reformation of the purchase agreement for the sale. On December 18, 2019, Defendants moved to dismiss the amended complaint in its entirety. That motion was fully briefed as of February 7, 2020, and a hearing on the motion was heard on May 12, 2020. On November 4, 2020, the court granted the Defendants’ motion and dismissed SLF’s amended complaint, in its entirety, with prejudice.

Beginning on October 25, 2019, several purported shareholders filed separate putative class actions in the U.S. District Court for the Eastern District of Arkansas against the Company and certain of our officers, alleging violations of the federal securities laws (the “Shareholder Actions”), based on claims similar to those asserted in the SLF Action. On March 12, 2020, the U.S. District Court for the Eastern District of Arkansas consolidated the Shareholder Actions and appointed lead plaintiffs and lead counsel in the consolidated cases under the caption In re Uniti Group Inc. Securities Litigation. On May 11, 2020, lead plaintiffs filed a consolidated amended complaint in the consolidated Shareholder Actions. The consolidated amended complaint seeks to represent investors who acquired the Company’s securities between April 20, 2015 and February 15, 2019. The Shareholder Actions assert claims under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, alleging that the Company made materially false and misleading statements by allegedly failing to disclose, among other things, the risk that the Spin-Off and entry into the Master Lease violated certain debt covenants of Windstream and/or the risk that the Master Lease purportedly could be recharacterized as a financing instead of “true lease.” The Shareholder Actions seek class certification, unspecified monetary

damages, costs and attorneys’ fees and other relief. On July 10, 2020, defendants moved to dismiss the consolidated amended complaint. Briefing on that motion is complete, but no decision has been issued. We intend to defend this matter vigorously, and, because it is still in its preliminary stages, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations. As of the date of this Quarterly Report on Form 10-Q, we are unable to estimate a reasonably possible range of loss and therefore have not recorded any liabilities associated with these claims in our Condensed Consolidated Balance Sheet.

Under the terms of the tax matters agreement entered into on April 24, 2015 by the Company, Windstream Services, LLC and Windstream (the “Tax Matters Agreement”), in connection with the Spin-Off, we are generally responsible for any taxes imposed on Windstream that arise from the failure of the Spin-Off and the debt exchanges to qualify as tax-free for U.S. federal income tax purposes, within the meaning of Section 355 and Section 368(a)(1)(D) of the Code, as applicable, to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, indebtedness, assets or business, or a breach of the relevant representations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS in connection with the request for the private letter ruling or the representations provided in connection with the tax opinion. We believe that the probability of us incurring obligations under the Tax Matters Agreement are remote; and therefore, we have recorded no such liabilities in our Condensed Consolidated Balance Sheet as of September 30, 2020.

Condensed Consolidated Statements of Income (Loss) (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues:
Total revenues	$ 258,765	$ 263,629	$ 791,747	$ 789,074
Costs and Expenses:
Interest expense	102,791	104,655	388,427	286,842
Depreciation and amortization	79,880	101,166	250,970	307,571
General and administrative expense	26,659	25,267	81,686	75,921
Operating expense (exclusive of depreciation and amortization)	37,831	39,948	118,308	118,529
Settlement expense (Note 14)			650,000
Transaction related and other costs	20,816	15,179	55,344	28,883
Gain on sale of real estate (Note 5)	(22,908)	(205)	(86,726)	(28,995)
Other (income) expense	3,098	(859)	12,186	(32,091)
Total costs and expenses	248,167	285,151	1,470,195	756,660
Income (loss) before income taxes and equity in earnings (loss) from unconsolidated entities	10,598	(21,522)	(678,448)	32,414
Income tax expense (benefit)	2,801	(1,745)	(7,650)	10,152
Equity in earnings (loss) from unconsolidated entities	(342)		(342)
Net income (loss)	7,455	(19,777)	(671,140)	22,262
Net income (loss) attributable to noncontrolling interests	190	(357)	(11,808)	523
Net income (loss) attributable to shareholders	7,265	(19,420)	(659,332)	21,739
Participating securities' share in earnings	(229)	(50)	(853)	(301)
Dividends declared on convertible preferred stock	(2)		(6)	(656)
Amortization of discount on convertible preferred stock				(993)
Net income (loss) attributable to common shareholders	$ 7,034	$ (19,470)	$ (660,191)	$ 19,789
Earnings (loss) per common share:
Basic	$ 0.04	$ (0.10)	$ (3.40)	$ 0.11
Diluted	$ 0.04	$ (0.10)	$ (3.40)	$ 0.11
Weighted-average number of common shares outstanding:
Basic	198,054	191,940	194,278	185,746
Diluted	198,373	191,940	194,278	185,746
Leasing
Revenues:
Total revenues	$ 182,370	$ 179,648	$ 552,042	$ 532,773
Costs and Expenses:
Depreciation and amortization	48,189	70,227	155,216	216,254
Fiber Infrastructure
Revenues:
Total revenues	76,395	77,979	232,942	236,139
Costs and Expenses:
Depreciation and amortization	$ 31,617	28,652	93,957	85,405
Tower
Revenues:
Total revenues		3,273	6,112	11,499
Costs and Expenses:
Depreciation and amortization		1,643	783	4,470
Consumer CLEC
Revenues:
Total revenues		2,729	651	8,663
Costs and Expenses:
Depreciation and amortization		$ 594	$ 791	$ 1,286

Investments in Unconsolidated Entities - Additional Information (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Variable Interest Entity, Not Primary Beneficiary
Schedule Of Equity Method Investments [Line Items]
Aggregate investment in equity method	$ 66.6	$ 66.6
BB Fiber Holdings LLC
Schedule Of Equity Method Investments [Line Items]
Percentage of ownership interest in Propco under long-term, triple net lease		47.50%
Percentage of economic interest in Propco		20.00%
Current investment and maximum exposure to loss result of involvement	41.4	$ 41.4
BB Fiber Holdings LLC \| Variable Interest Entity, Not Primary Beneficiary
Schedule Of Equity Method Investments [Line Items]
Percentage of ownership interest		42.00%
HarmoniHarmoni \| Variable Interest Entity, Not Primary Beneficiary
Schedule Of Equity Method Investments [Line Items]
Percentage of ownership interest		10.00%
Current investment and maximum exposure to loss	25.2	$ 25.2
Transition service fees earned	$ 0.2	$ 0.5

Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Numerator:
Net income (loss) attributable to shareholders	$ 7,265	$ (19,420)	$ (659,332)	$ 21,739
Less: Income allocated to participating securities	(229)	(50)	(853)	(301)
Dividends declared on convertible preferred stock	(2)		(6)	(656)
Amortization of discount on convertible preferred stock				(993)
Net income (loss) attributable to common shareholders	$ 7,034	$ (19,470)	$ (660,191)	$ 19,789
Denominator:
Basic weighted-average common shares outstanding	198,054	191,940	194,278	185,746
Basic earnings (loss) per common share	$ 0.04	$ (0.10)	$ (3.40)	$ 0.11
Numerator:
Net income (loss) attributable to shareholders	$ 7,265	$ (19,420)	$ (659,332)	$ 21,739
Less: Income allocated to participating securities	(229)	(50)	(853)	(301)
Dividends declared on convertible preferred stock	(2)		(6)	(656)
Amortization of discount on convertible preferred stock				(993)
Net income (loss) attributable to common shares	$ 7,034	$ (19,470)	$ (660,191)	$ 19,789
Denominator:
Basic weighted-average common shares outstanding	198,054	191,940	194,278	185,746
Effect of dilutive non-participating securities	319
Weighted-average shares for dilutive earnings per common share	198,373	191,940	194,278	185,746
Dilutive earnings (loss) per common share	$ 0.04	$ (0.10)	$ (3.40)	$ 0.11

Goodwill and Intangible Assets and Liabilities - Schedule of Carrying Value of the Intangible Assets (Details) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Total intangible assets, Original Cost

$ 484,394

$ 628,004

Less: accumulated amortization

(78,561)

(96,025)

Total intangible assets, net

405,833

531,979

Total intangible liabilities, net

176,000

Trade Names

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Indefinite life intangible assets, Original Cost

2,000

Customer Lists

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

416,104

450,603

Less: accumulated amortization

(77,269)

(93,794)

Contracts

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

55,793

In-place Lease

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

^[1]

50,705

Less: accumulated amortization

^[1]

(845)

Underlying Rights

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

^[1]

10,497

124,696

Less: accumulated amortization

^[1]

$ (1,386)

Trade Names

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Finite life intangible assets, Original Cost

2,000

Less: accumulated amortization

(1,292)

Below-market Leases

Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]

Total intangible liabilities

$ 176,000

[1]	The Propco's intangible assets were sold on July 1, 2020. See Note 5.

Notes and Other Debt

9 Months Ended

Sep. 30, 2020

Long Term Debt [Abstract]

Notes and Other Debt

Note 11. Notes and Other Debt

Notes and other debt are as follows:

(Thousands)	September 30, 2020			December 31, 2019
Principal amount	$	4,985,000		$	5,224,747
Less unamortized discount, premium and debt issuance costs		(154,629	)		(207,068	)
Notes and other debt less unamortized discount, premium and debt issuance costs	$	4,830,371		$	5,017,679

Notes and other debt at September 30, 2020 and December 31, 2019 consisted of the following:

	September 30, 2020					December 31, 2019
(Thousands)	Principal		Unamortized Discount, Premium and Debt Issuance Costs			Principal		Unamortized Discount, Premium and Debt Issuance Costs
Senior secured term loan B - variable rate, due October 24, 2022 (discount is based on imputed interest rate of 5.66%)	$	-		-		$	2,044,728	$	(74,523	)
Senior secured notes - 7.875%, due February 15, 2025 (discount is based on imputed interest rate of 8.38%)		2,250,000		(41,853	)		-		-
Senior secured notes - 6.00%, due April 15, 2023 (discount is based on imputed interest rate of 6.49%)		550,000		(4,458	)		550,000		(5,633	)
Senior unsecured notes - 8.25%, due October 15, 2023 (discount is based on imputed interest rate of 9.06%)		1,110,000		(23,864	)		1,110,000		(28,808	)
Senior unsecured notes - 7.125% due December 15, 2024 (discount is based on imputed interest rate of 7.38%)		600,000		(5,570	)		600,000		(6,304	)
Senior unsecured notes - 4.00%, due June 15, 2024 (discount is based on imputed interest rate of 11.1%)		345,000		(73,692	)		345,000		(85,272	)
Senior secured revolving credit facility, variable rate, due April 24, 2022		130,000		(5,192	)		575,019		(6,528	)
Total	$	4,985,000	$	(154,629	)	$	5,224,747	$	(207,068	)

At September 30, 2020, notes and other debt included the following: (i) $2.25 billion aggregate principal amount of 7.875% senior secured notes due 2025 (the “2025 Secured Notes”); (ii) $550.0 million aggregate principal amount of 6.00% Senior Secured Notes due April 15, 2023 (the “2023 Secured Notes” and, together with the 2025 Secured Notes, the “Secured Notes”); (iii) $1.11 billion aggregate principal amount of 8.25% Senior Unsecured Notes due October 15, 2023 (the “2023 Notes”); (iv) $600.0 million aggregate principal amount of 7.125% Senior Unsecured Notes due December 15, 2024 (the “2024 Notes”); (v) $345.0 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes” and together with the Secured Notes, the 2023 Notes and the 2024 Notes, the “Notes”) and (vi) $130.0 million under the senior secured revolving credit facility (the “Revolving Credit Facility”), variable rate, that matures April 24, 2022 pursuant the credit agreement by and among the Borrowers (as defined below), the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”). On February 10, 2020, the Operating Partnership and certain of its wholly-owned subsidiaries issued the 2025 Secured Notes and used the proceeds from the offering to repay all $2.05 billion of outstanding term loans under our senior secured credit facilities and to repay approximately $156.7 million of revolving loans (and terminated related commitments of approximately $157.6 million). As a result of the repayment of the term loans and terminated commitments of the revolving loans, we recognized $72.5 million and $1.4 million, respectively, of non-cash interest expense for the write off of the unamortized discount and deferred financing costs within interest expense, net on the Condensed Consolidated Statements of Income (Loss) for the nine months ended September 30, 2020.

Credit Agreement

The Operating Partnership, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Borrowers”) are borrowers under the Credit Agreement, which as of December 31, 2019, provided for a term loan facility (in an initial principal amount of $2.14 billion) and provides for a revolving credit facility (in an initial aggregate principal amount of up to $750 million) (the “Revolving Credit Facility”). On February 10, 2020, in connection with the issuance of the 2025 Secured Notes and the effectiveness of the Sixth Amendment described below, the Borrowers repaid all $2.05 billion of outstanding term loans and repaid approximately $156.7 million of revolving loans under the Revolving Credit Facility (and terminated related commitments in an amount equal to $157.6 million, thereby reducing total commitments under the Revolving Credit Facility to $418.3 million). As of September 30, 2020, total commitments under the Revolving Credit Facility are $418.3 million with $288.3 million of borrowing availability.

All obligations under the Credit Agreement are guaranteed by the Company and certain of the Operating Partnership’s subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors, which assets also secure the Secured Notes.

The Revolving Credit Facility presently bears interest at a rate equal to either a base rate plus an applicable margin ranging from 3.75% to 4.25% or a Eurodollar rate plus an applicable margin ranging from 4.75% to 5.25%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio.

The Borrowers are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and, if such debt is secured, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00. In addition, the Credit Agreement contains customary events of default, including a cross default provision whereby the failure of the Borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of September 30, 2020, the Borrowers were in compliance with all of the covenants under the Credit Agreement.

On March 18, 2019, we received a limited waiver from our lenders under our Credit Agreement, waiving an event of default related solely to the receipt of a going concern opinion from our auditors for our 2018 audited financial statements. The limited waiver was issued in connection with the fourth amendment (the “Fourth Amendment”) to our Credit Agreement. During the pendency of Windstream’s bankruptcy, the Fourth Amendment generally limited our ability under the Credit Agreement to (i) prepay unsecured indebtedness and (ii) pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. Such restrictions are no longer in effect following Windstream’s emergence from bankruptcy.

On June 24, 2019, we entered into an amendment (the “Fifth Amendment”) to our Credit Agreement to extend the maturity date of $575.9 million of commitments under the Revolving Credit Facility to April 24, 2022 and to pay down approximately $101.6 million of outstanding revolving loans and terminate the related commitments. The maturity date of approximately $72.4 million of other commitments was not extended. On June 28, 2019, the Company repaid approximately $174.0 million in total borrowings, which consisted of the $101.6 million required repayment pursuant to the Fifth Amendment and $72.4 million of non-extended borrowings, thereby terminating the non-extended commitments. As a result, all remaining commitments will terminate on April 24, 2022, at which time all outstanding borrowings must be repaid. The Company used a portion of the net proceeds from the offering of Exchangeable Notes described below to fund the repayments.

On February 10, 2020, we received a limited waiver from our lenders under our Credit Agreement, waiving an event of default related solely to the receipt of a going concern opinion from our auditors for our 2019 audited financial statements. The limited waiver was issued in connection with an amendment (the “Sixth Amendment”) to our Credit Agreement. The Sixth Amendment limits the ability of our non-guarantor subsidiaries to incur indebtedness until such time as our consolidated net leverage ratio (as defined in the Credit Agreement) is no greater than 5.75 to 1.0.

The Sixth Amendment increased the interest rate on our revolving facility by 100 bps for each applicable rate. As amended, borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 3.75% to 4.25% or a Eurodollar rate plus an applicable margin ranging from 4.75% to 5.25%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio.

The Notes

The Borrowers, as co-issuers, have outstanding $550 million aggregate principal amount of the 2023 Secured Notes, of which $400 million was originally issued on April 24, 2015 at an issue price of 100% of par value and the remaining $150 million was issued on June 9, 2016 at an issue price of 99.25% of the par value as an add-on to the existing 2023 Secured Notes. The Borrowers, as co-issuers, also have outstanding $1.11 billion aggregate principal amount of the 2023 Notes that were originally issued on April 24, 2015 at an issue price of 97.055% of par value. The 2023 Secured Notes and the 2023 Notes are guaranteed by the Company and the Subsidiary Guarantors.

The Operating Partnership and its wholly-owned subsidiaries, CSL Capital, LLC and Uniti Fiber, as co-issuers, have outstanding $600 million aggregate principal amount of the 2024 Notes, of which $400 million was originally issued on December 15, 2016 at an issue price of 100% of par value and the remaining $200 million of which was issued on May 8, 2017 at an issue price of 100.50% of par value under a separate indenture and was mandatorily exchanged on August 11, 2017 for 2024 Notes issued as “additional notes” under the indenture governing the 2024 Notes. The 2024 Notes are guaranteed by the Company and the Subsidiary Guarantors (other than Uniti Fiber, which is a co-issuer of the 2024 Notes).

On February 10, 2020, the Borrowers and Uniti Fiber, as co-issuers, issued $2.25 billion aggregate principal amount of the 2025 Secured Notes at an issue price of 100% of par value. The 2025 Secured Notes are guaranteed by the Company and the Subsidiary Guarantors (other than Uniti Fiber, which is a co-issuer of the 2025 Secured Notes). The 2025 Secured Notes generally limit our ability to pay cash dividends in excess of 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, until such time as our consolidated net leverage ratio (as defined in the indenture governing the 2025 Secured Notes) is no greater than 5.75 to 1.0.

The Exchangeable Notes

On June 28, 2019, Uniti Fiber issued $345 million aggregate principal amount of the Exchangeable Notes. The Exchangeable Notes are senior unsecured notes and are guaranteed by the Company and each of the Company’s subsidiaries (other than Uniti Fiber) that is an issuer, obligor or guarantor under the Notes. The Exchangeable Notes bear interest at a fixed rate of 4.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The Exchangeable Notes are exchangeable into cash, shares of the Company’s common stock, or a combination thereof, at Uniti Fiber’s election, subject to limitations under the Company's Credit Agreement. The Exchangeable Notes will mature on June 15, 2024, unless earlier exchanged, redeemed or repurchased.

Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the Exchangeable Notes, the Company separated the Exchangeable Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature.

The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the Exchangeable Notes and the fair value of the liability component of the Exchangeable Notes. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense using an effective interest rate of 11.1% over the term of the Exchangeable Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

Debt issuance costs related to the Exchangeable Notes were comprised of commissions payable to the Initial Purchasers of $10.4 million and third-party costs of approximately $1.4 million.

In accounting for the debt issuance costs related to the issuance of the Exchangeable Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Exchangeable Notes balance on our Condensed Consolidated Balance Sheets. These costs are amortized to interest expense using the effective interest method over the term of the Exchangeable Notes. Debt issuance costs of $2.9 million attributable to the equity component are netted with the equity component in stockholders’ equity, which netted to $80.8 million.

Deferred Financing Cost

Deferred financing costs were incurred in connection with the issuance of the Notes and the Revolving Credit Facility. These costs are amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our Condensed Consolidated Statements of Income (Loss). For the three and nine months ended September 30, 2020, we recognized $3.9 million and $11.4 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs. For the three and nine months ended September 30, 2019, we recognized $4.3 million and $11.8 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs.

Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Parenthetical) (Details)			9 Months Ended	12 Months Ended
	Jun. 28, 2019	Jun. 24, 2019	Sep. 30, 2020	Dec. 31, 2019
7.875% Senior Secured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage			7.875%	7.875%
Debt instrument, maturity date			Feb. 15, 2025	Feb. 15, 2025
6.00% Senior Secured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage			6.00%	6.00%
Debt instrument, maturity date			Apr. 15, 2023	Apr. 15, 2023
8.25% Senior Unsecured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage			8.25%	8.25%
Debt instrument, maturity date			Oct. 15, 2023	Oct. 15, 2023
7.125% Senior Unsecured Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage			7.125%	7.125%
Debt instrument, maturity date			Dec. 15, 2024	Dec. 15, 2024
Senior Secured Revolving Credit Facility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, maturity date		Apr. 24, 2022	Apr. 24, 2022	Apr. 24, 2022
Exchangeable Senior Notes - 4.00%, due June 15, 2024
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage	4.00%		4.00%
Debt instrument, maturity date	Jun. 15, 2024		Jun. 15, 2024
Senior Secured Term Loan B Facility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, maturity date			Oct. 24, 2022	Oct. 24, 2022
Senior Unsecured Notes - 4.00% Due June 15, 2024
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Issuance senior notes, stated percentage			4.00%	4.00%
Debt instrument, maturity date			Jun. 15, 2024	Jun. 15, 2024

Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Components of Lease Income

The components of lease income for the three and nine months ended September 30, 2020 and 2019, respectively, are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2020		2019		2020		2019
Lease income - operating leases	$	193,833	$	188,506	$	587,809	$	560,230

Lease Payments to be Received under Non-Cancellable Operating Leases

Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of September 30, 2020 are as follows:

(Thousands)	September 30, 2020⁽¹⁾
2020	$	183,225
2021		731,304
2022		729,127
2023		730,011
2024		731,612
Thereafter		4,260,882
Total lease receivables	$	7,366,161
⁽¹⁾ Total future minimum lease payments to be received include $6.5 billion relating to the New Leases with Windstream.

Schedule of Underlying Assets under Operating Leases

The underlying assets under operating leases where we are the lessor are summarized as follows:

(Thousands)	September 30, 2020			December 31, 2019
Land	$	26,596		$	27,392
Building and improvements		334,481			341,096
Poles		263,574			258,535
Fiber		2,959,468			2,836,939
Equipment		421			419
Copper		3,830,129			3,792,366
Conduit		89,770			89,770
Tower assets		1,397			168,453
Finance lease assets		32,660			32,660
Other assets		10,279			10,279
		7,548,775			7,557,909
Less: accumulated depreciation		(5,170,394	)		(5,033,080	)
Underlying assets under operating leases, net	$	2,378,381		$	2,524,829

Schedule of Depreciation Expense for Underlying Assets under Operating Leases

Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2020 and 2019, respectively, is summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2020		2019		2020		2019
Depreciation expense for underlying assets under operating leases	$	50,841	$	73,606	$	160,278	$	224,973

Components of Lease Cost

The components of lease cost for the three and nine months ended September 30, 2020 and 2019, respectively, are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands)	2020			2019			2020			2019
Finance lease cost
Amortization of ROU assets	$	920		$	1,283		$	2,890		$	3,179
Interest on lease liabilities		943			1,571			2,890			3,192
Total finance lease cost		1,863			2,854			5,780			6,371
Operating lease cost		5,313			6,024			19,272			19,278
Short-term lease cost		542			522			1,551			1,451
Variable lease cost		41			47			124			304
Less sublease income		(2,733	)		(2,479	)		(9,503	)		(7,857	)
Total lease cost	$	5,026		$	6,968		$	17,224		$	19,547

Summary of Amounts Reported in Condensed Consolidated Balance Sheets for Leases

Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee were as follows:

(Thousands)	Location on Condensed Consolidated Balance Sheets	September 30, 2020			December 31, 2019
Operating leases
ROU assets, net	Other assets, net	$	82,985		$	127,490
Lease liabilities	Accounts payable, accrued expenses and other liabilities, net		73,049			127,879

Finance leases
ROU asset, gross	Property, plant and equipment, net	$	128,259		$	129,900
Lease liabilities	Finance lease obligations		49,412			52,994

Weighted-average remaining lease term
Operating leases		11.9 years			11.8 years
Finance leases		13.5 years			13.9 years

Weighted-average discount rate
Operating leases			10.0	%		9.7	%
Finance leases			8.0	%		8.0	%

Schedule of Other Information Related to Leases

Other information related to leases as of September 30, 2020 and 2019, respectively, are as follows:

(Thousands)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	2,890	$	3,192
Operating cash flows from operating leases		22,573		20,519
Financing cash flows from finance leases		2,890		3,179

Non-cash items:
New operating leases and remeasurements, net	$	426	$	23,706
New finance leases		31		3,240

Future Lease Payments Under Non-Cancellable Operating and Finance Leases

Future lease payments under non-cancellable leases as of September 30, 2020 are as follows:

(Thousands)	Operating Leases			Finance Leases
2020	$	5,525		$	1,758
2021		19,841			6,810
2022		17,172			6,680
2023		14,515			6,658
2024		10,359			6,294
Thereafter		40,596			50,824
Total undiscounted lease payments	$	108,009		$	79,024
Less: imputed interest		(34,960	)		(29,612	)
Total lease liabilities	$	73,049		$	49,412

Future Sublease Rentals

Future sublease rentals as of September 30, 2020 are as follows:

(Thousands)	Sublease Rentals
2020	$	2,619
2021		8,187
2022		8,220
2023		8,255
2024		8,289
Thereafter		122,169
Total	$	157,739

Organization and Description of Business

9 Months Ended

Sep. 30, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Description of Business

Note 1. Organization and Description of Business

Uniti Group Inc. (the “Company,” “Uniti,” “we,” “us,” or “our”) was incorporated in the state of Maryland on September 4, 2014. We are an independent internally managed real estate investment trust (“REIT”) engaged in the acquisition and construction of mission critical infrastructure in the communications industry. We are principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. We manage our operations in four separate lines of business: Uniti Fiber, Uniti Towers, Uniti Leasing, and the Consumer CLEC Business. On June 1, 2020, the Company completed the sale of its Uniti Towers business (see Note 5), and as of the end of the second quarter of 2020, the Company had substantially completed the wind down of its Consumer CLEC business.

The Company operates through a customary “up-REIT” structure, pursuant to which we hold substantially all of our assets through a partnership, Uniti Group LP, a Delaware limited partnership (the “Operating Partnership”), that we control as general partner, with the only significant difference between the financial position and results of operations of the Operating Partnership and its subsidiaries compared to the consolidated financial position and consolidated results of operations of Uniti is that the results for the Operating Partnership and its subsidiaries do not include Uniti’s Consumer CLEC segment, which consists of Talk America Services. The up-REIT structure is intended to facilitate future acquisition opportunities by providing the Company with the ability to use common units of the Operating Partnership as a tax-efficient acquisition currency. As of September 30, 2020, we are the sole general partner of the Operating Partnership and own approximately 98.5% of the partnership interests in the Operating Partnership.

Revenues

9 Months Ended

Sep. 30, 2020

Revenue From Contract With Customer [Abstract]

Revenues

Note 3. Revenues

The following is a description of principal activities, separated by reportable segments (see Note 13), from which the Company generates its revenues.

Leasing

Leasing revenue represents the results from our leasing business, Uniti Leasing, which is engaged in the acquisition of mission-critical communications assets and leasing them back to anchor customers on either an exclusive or shared-tenant basis. Due to the nature of these activities, they are outside the scope of the guidance of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)

(“Topic 606”), and are recognized under other applicable guidance, including ASC 842, with the exception of maintenance on sales-type leases which fall under the guidance of Topic 606. See Note 4.

Fiber Infrastructure

The Fiber Infrastructure segment represents the operations of our fiber business, Uniti Fiber, which provides (i) consumer, enterprise, wholesale and backhaul lit fiber, (ii) E-rate, (iii) small cell, (iv) construction services, (v) dark fiber and (vi) other revenue generating activities.

Consumer, enterprise, wholesale, and backhaul lit fiber fall under the guidance of Topic 606. Revenue is recognized over the life of the contracts in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly.

ii.

E-rate contracts involve providing lit fiber services to schools and libraries, and is governed by Topic 606. Revenue is recognized over the life of the contract in a pattern that reflects the satisfaction of Uniti’s stand-ready obligation to provide lit fiber services. The transaction price is equal to the monthly-recurring charge multiplied by the contract term, plus any non-recurring or variable charges. For each contract, the customer is invoiced monthly.

iii.

Small cell contracts provide improved network connection to areas that may not require or accommodate a tower. Small cell arrangements typically contain five streams of revenue: site development, radio frequency (“RF”) design, dark fiber lease, construction services, and maintenance services. Site development, RF design and construction are each separate services and are considered distinct performance obligations under Topic 606. Dark fiber and associated maintenance services constitute a lease, and as such, they are outside the scope of Topic 606 and are governed by other applicable guidance.

iv.

Construction revenue is generated from contracts to provide various construction services such as equipment installation or the laying of fiber. Construction revenue is recognized over time as construction activities occur as we are either enhancing a customer’s owned asset or constructing an asset with no alternative use to us and we would be entitled to our costs plus a reasonable profit margin if the contract was terminated early by the customer. We are utilizing our costs incurred as the measure of progress of satisfying our performance obligation.

Dark fiber arrangements represent operating leases under ASC 842 and are outside the scope of Topic 606. When (a) a customer makes an advance payment or (b) a customer is contractually obligated to pay any amounts in advance, which is not deemed a separate performance obligation, deferred leasing revenue is recorded. This leasing revenue is recognized ratably over the expected term of the contract, unless the pattern of service suggests otherwise.

vi.

The Company generates revenues from other services, such as consultation services and equipment sales. Revenue from the sale of customer premise equipment and modems that are not provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services is recognized when products are delivered to and accepted by the customer. Revenue from customer premise equipment and modems provided as an essential part of the telecommunications services, including broadband, long distance, and enhanced services are recognized over time in a pattern that reflects the satisfaction of the service performance obligation.

Towers

The Towers segment represents the operations of our towers business, Uniti Towers, through which we acquire and construct tower and tower-related real estate, which we then lease to our customers in the United States. Revenue from our towers business qualifies as a lease under ASC 842 and is outside the scope of Topic 606. On June 1, 2020, the Company completed the sale of its U.S. tower business to Melody Investment Advisors LP (“Melody”) for total cash consideration of $225.8 million. The Company retained a 10% investment interest in the tower business through a newly formed limited partnership with Melody. See Note 5.

Consumer CLEC

The Consumer CLEC segment represents the operations of Talk America Services (“Talk America”) through which we operate the Consumer CLEC Business, which provides local telephone, high-speed internet and long-distance services to customers in the eastern and central United States. Customers are billed monthly for services rendered based on actual usage or contracted amounts. The

transaction price is equal to the monthly-recurring charge multiplied by the initial contract term (typically 12 months), plus any non-recurring or variable charges. We have commenced a wind down of our Consumer CLEC business, which we substantially completed during the second quarter of 2020.

Disaggregation of Revenue

The following table presents our revenues disaggregated by revenue stream.

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2020		2019		2020		2019
Revenue disaggregated by revenue stream
Revenue from contracts with customers
Fiber Infrastructure
Lit backhaul	$	25,160	$	31,449	$	80,568	$	97,055
Enterprise and wholesale		19,875		21,591		58,761		57,561
E-Rate and government		17,375		18,879		60,133		63,407
Other		2,345		475		3,648		2,158
Fiber Infrastructure	$	64,755	$	72,394	$	203,110	$	220,181
Consumer CLEC		-		2,729		651		8,663
Leasing		177		-		177		-
Total revenue from contracts with customers		64,932		75,123		203,938		228,844
Revenue accounted for under other applicable guidance		193,833		188,506		587,809		560,230
Total revenue	$	258,765	$	263,629	$	791,747	$	789,074

At September 30, 2020, and December 31, 2019, lease receivables were $18.4 million and $28.8 million, respectively, and receivables from contracts with customers were $42.7 million and $48.6 million, respectively.

Contract Assets (Unbilled Revenue) and Liabilities (Deferred Revenue)

Contract assets primarily consist of unbilled construction revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. Contract liabilities are generally comprised of upfront fees charged to the customer for the cost of establishing the necessary components of the Company’s network prior to the commencement of use by the customer. Fees charged to customers for the recurring use of the Company’s network are recognized during the related periods of service. Upfront fees that are billed in advance of providing services are deferred until such time the customer accepts the Company’s network and then are recognized as service revenues ratably over a period in which substantive services required under the revenue arrangement are expected to be performed, which is the initial term of the arrangement. During the three and nine months ended September 30, 2020, we recognized revenues of $2.6 million and $4.0 million, respectively, which was included in the December 31, 2019 contract liabilities balance.

The following table provides information about contract assets and contract liabilities accounted for under Topic 606.

(Thousands)	Contract Assets		Contract Liabilities
Balance at December 31, 2019	$	11,535	$	12,717
Balance at September 30, 2020	$	5,210	$	12,671

Transaction Price Allocated to Remaining Performance Obligations

Performance obligations within contracts to stand ready to provide services are typically satisfied over time or as those services are provided. Contract liabilities primarily relate to deferred revenue from upfront customer payments. The deferred revenue is recognized, and the liability reduced, over the contract term as the Company completes the performance obligation. As of September

30, 2020, our future revenues (i.e., transaction price related to remaining performance obligations) under contract accounted for under Topic 606 totaled $503.0 million, of which $422.7 million is related to contracts that are currently being invoiced and have an average remaining contract term of 1.9 years, while $80.3 million represents our backlog for sales bookings which have yet to be installed and have an average remaining contract term of 6.6 years.

Practical Expedients and Exemptions

We do not disclose the value of unsatisfied performance obligations for contracts that have an original expected duration of one year or less.

We exclude from the transaction price any amounts collected from customers for sales taxes and therefore, such amounts are not included in revenue.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Fair Value of Financial Instruments - Schedule of Fair Value Valuation of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Liabilities
Derivative liability, net	$ 25,829	$ 23,679
Settlement payable	438,577
Contingent consideration	3,880	11,507
Total	5,576,589	4,929,256
Prices with Other Observable Inputs (Level 2)
Liabilities
Derivative liability, net	25,829	23,679
Settlement payable	438,577
Total	5,572,709	4,917,749
Prices with Unobservable Inputs (Level 3)
Liabilities
Contingent consideration	3,880	11,507
Total	3,880	11,507
6.00% Senior Secured Notes
Liabilities
Senior notes	548,625	528,000
6.00% Senior Secured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	548,625	528,000
7.875% Senior Secured Notes
Liabilities
Senior notes	2,373,750
7.875% Senior Secured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	2,373,750
8.25% Senior Unsecured Notes
Liabilities
Senior notes	1,090,575	971,250
8.25% Senior Unsecured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	1,090,575	971,250
7.125% Senior Unsecured Notes
Liabilities
Senior notes	577,500	511,500
7.125% Senior Unsecured Notes \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	577,500	511,500
Senior Secured Revolving Credit Facility
Liabilities
Senior secured loan	129,987	574,961
Senior Secured Revolving Credit Facility \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior secured loan	129,987	574,961
Exchangeable Senior Notes - 4.00%, due June 15, 2024
Liabilities
Senior notes	387,866
Exchangeable Senior Notes - 4.00%, due June 15, 2024 \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes	$ 387,866
Senior Secured Term Loan B Facility
Liabilities
Senior secured loan		1,998,721
Senior Secured Term Loan B Facility \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior secured loan		1,998,721
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024
Liabilities
Senior notes		309,638
Exchangeable Senior Unsecured Notes - 4.00%, due June 15, 2024 \| Prices with Other Observable Inputs (Level 2)
Liabilities
Senior notes		$ 309,638

Leases - Components of Lease Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Lease income - operating leases	$ 193,833	$ 188,506	$ 587,809	$ 560,230

Asset Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2020

Discontinued Operations And Disposal Groups [Abstract]

Schedule of Total Consideration Provided to Windstream under the Settlement

As such, total consideration provided to Windstream under the Settlement has been allocated as follows:

(Thousands)
Consideration:
Asset Purchase Agreement	$	284,550
Fair value of settlement obligation		438,577
Total consideration	$	723,127

Fair values of the assets acquired and liabilities assumed as of the acquisition date:
Property, plant and equipment	$	170,754
Intangible assets, net		66,290
Other assets		12,083
Intangible liabilities, net		(176,000	)
Total assets acquired, net		73,127
Settlement expense		650,000
Total	$	723,127

Asset Acquisitions and Dispositions - Total Consideration Provided to Windstream Under the Settlement - Additional Information (Details) - Windstream $ in Thousands	Sep. 18, 2020 USD ($)
Consideration:
Asset Purchase Agreement	$ 284,550
Fair value of settlement obligation	438,577
Total consideration	723,127
Fair values of the assets acquired and liabilities assumed as of the acquisition date:
Property, plant and equipment	170,754
Intangible assets, net	66,290
Other assets	12,083
Intangible liabilities, net	(176,000)
Total assets acquired, net	73,127
Settlement expense	650,000
Total consideration	$ 723,127

Revenues (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Revenues Disaggregated by Revenue Stream

The following table presents our revenues disaggregated by revenue stream.

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2020		2019		2020		2019
Revenue disaggregated by revenue stream
Revenue from contracts with customers
Fiber Infrastructure
Lit backhaul	$	25,160	$	31,449	$	80,568	$	97,055
Enterprise and wholesale		19,875		21,591		58,761		57,561
E-Rate and government		17,375		18,879		60,133		63,407
Other		2,345		475		3,648		2,158
Fiber Infrastructure	$	64,755	$	72,394	$	203,110	$	220,181
Consumer CLEC		-		2,729		651		8,663
Leasing		177		-		177		-
Total revenue from contracts with customers		64,932		75,123		203,938		228,844
Revenue accounted for under other applicable guidance		193,833		188,506		587,809		560,230
Total revenue	$	258,765	$	263,629	$	791,747	$	789,074

Schedule of Contract Assets and Contract Liabilities

The following table provides information about contract assets and contract liabilities accounted for under Topic 606.

(Thousands)	Contract Assets		Contract Liabilities
Balance at December 31, 2019	$	11,535	$	12,717
Balance at September 30, 2020	$	5,210	$	12,671

Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - USD ($) $ in Thousands	Total	Impact of Change in Accounting Standard	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Distributions in Excess of Accumulated Earnings	Distributions in Excess of Accumulated Earnings Impact of Change in Accounting Standard	Noncontrolling Interest - OP Units	Noncontrolling Interest - Non-voting Preferred Shares
Beginning balance, value at Dec. 31, 2018	$ (1,493,203)	$ (63,222)	$ 18	$ 757,517	$ 30,105	$ (2,373,218)	$ (63,222)	$ 92,375
Beginning balance, shares at Dec. 31, 2018			180,535,971
Net income (loss)	22,262					21,739		523
At-the-market issuance of common stock, net of offering costs	21,641			21,641
At-the-market issuance of common stock, net of offering, shares			1,176,186
Amortization of discount of convertible preferred stock	(993)			(993)
Other comprehensive income (loss)	(58,758)				(57,557)			(1,201)
Common stock dividends declared	(26,802)					(26,802)
Distributions to noncontrolling interest	(567)							(567)
Exchange of noncontrolling interest				6,540				(6,540)
Exchange of noncontrolling interest, shares			666,576
Convertible preferred stock dividends	(875)					(875)
Net share settlement	(1,832)			(1,832)
Stock-based compensation	7,930			7,930
Stock-based compensation, shares			353,498
Equity settlement of convertible preferred stock	87,500		$ 1	87,499
Equity settlement convertible preferred stock, shares			8,677,163
Equity settled contingent consideration	11,178			11,178
Equity settled contingent consideration, in shares			645,385
Issuance of common stock - employee stock purchase plan	847			847
Issuance of common stock - employee stock purchase plan, in shares			83,287
Equity component value of exchangeable note issuance, net	80,770			80,770
Deferred tax liability related to exchangeable note issuance	(3,499)			(3,499)
Sale of common stock warrant	50,819			50,819
Payment for bond hedge option	(70,035)			(70,035)
Ending balance, value at Sep. 30, 2019	(1,436,839)		$ 19	948,382	(27,452)	(2,442,378)		84,590
Ending balance, shares at Sep. 30, 2019			192,138,066
Beginning balance, value at Jun. 30, 2019	(1,489,289)		$ 18	855,425	(18,960)	(2,413,326)		87,554
Beginning balance, shares at Jun. 30, 2019			183,122,757
Net income (loss)	(19,777)					(19,420)		(357)
Other comprehensive income (loss)	(8,646)				(8,492)			(154)
Common stock dividends declared	(9,632)					(9,632)
Distributions to noncontrolling interest	(173)							(173)
Exchange of noncontrolling interest				2,280				(2,280)
Exchange of noncontrolling interest, shares			275,788
Net share settlement	(67)			(67)
Stock-based compensation	2,845			2,845
Stock-based compensation, shares			12,871
Equity settlement of convertible preferred stock	87,500		$ 1	87,499
Equity settlement convertible preferred stock, shares			8,677,163
Issuance of common stock - employee stock purchase plan	400			400
Issuance of common stock - employee stock purchase plan, in shares			49,487
Ending balance, value at Sep. 30, 2019	(1,436,839)		$ 19	948,382	(27,452)	(2,442,378)		84,590
Ending balance, shares at Sep. 30, 2019			192,138,066
Beginning balance, value at Dec. 31, 2019	(1,483,164)		$ 19	951,295	(23,442)	(2,494,740)		83,704
Beginning balance, shares at Dec. 31, 2019			192,141,634
Net income (loss)	(671,140)					(659,332)		(11,808)
Other comprehensive income (loss)	289				287			2
Common stock dividends declared	(94,017)					(94,017)
Distributions to noncontrolling interest	(1,560)							(1,560)
Cumulative non-voting convertible preferred stock	125								$ 125
Net share settlement	(962)			(962)
Stock-based compensation	10,446			10,446
Stock-based compensation, shares			372,430
Issuance of common stock - employee stock purchase plan	306			306
Issuance of common stock - employee stock purchase plan, in shares			96,788
Settlement Common Stock	244,550		$ 4	244,546
Settlement Common Stock, shares			38,633,470
Ending balance, value at Sep. 30, 2020	(1,995,127)		$ 23	1,205,631	(23,155)	(3,248,089)		70,338	125
Ending balance, shares at Sep. 30, 2020			231,244,322
Beginning balance, value at Jun. 30, 2020	(2,217,138)		$ 19	957,656	(25,937)	(3,219,623)		70,622	125
Beginning balance, shares at Jun. 30, 2020			192,523,083
Net income (loss)	7,455					7,265		190
Other comprehensive income (loss)	2,829				2,782			47
Common stock dividends declared	(35,731)					(35,731)
Distributions to noncontrolling interest	(521)							(521)
Net share settlement	88			88
Stock-based compensation	3,341			3,341
Stock-based compensation, shares			34,830
Issuance of common stock - employee stock purchase plan, in shares			52,939
Settlement Common Stock	244,550		$ 4	244,546
Settlement Common Stock, shares			38,633,470
Ending balance, value at Sep. 30, 2020	$ (1,995,127)		$ 23	$ 1,205,631	$ (23,155)	$ (3,248,089)		$ 70,338	$ 125
Ending balance, shares at Sep. 30, 2020			231,244,322

Revenues - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended	9 Months Ended
	Jun. 01, 2020	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2019	May 23, 2019
Revenue Recognition [Line Items]
Sale of portfolio, cash consideration					$ 30.7
ASU 2016-02
Revenue Recognition [Line Items]
Lease receivables		$ 18.4	$ 18.4	$ 28.8
ASC 2014-09
Revenue Recognition [Line Items]
Receivables from contracts with customers		42.7	42.7	$ 48.6
Revenue recognized that was included in the contract liability		2.6	4.0
Future revenues under contract		503.0	503.0
Contracts currently being invoiced		422.7	422.7
Backlog for sales bookings		$ 80.3	$ 80.3
Average remaining contract term of backlog sales bookings			6 years 7 months 6 days
United States \| Tower \| Melody Investment Advisors
Revenue Recognition [Line Items]
Sale of portfolio, cash consideration	$ 225.8
Investment interest retained, percentage	10.00%

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Gross Amount of Derivative Instruments Subject to Master Netting Arrangements With Same Counterparty

The gross amounts of our derivative instruments subject to master netting arrangements with the same counterparty as of September 30, 2020 were as follows:

Offsetting of Derivative Assets and Liabilities (Thousands)	Gross Amounts of Recognized Assets or Liabilities		Gross Amounts Offset in the Condensed Consolidated Balance Sheets			Net Amounts of Assets or Liabilities presented in the Condensed Consolidated Balance Sheets
Assets
Interest rate swaps	$	31,871	$	(31,871	)	$	-
Total	$	31,871	$	(31,871	)	$	-

Liabilities
Interest rate swaps	$	57,700	$	(31,871	)	$	25,829
Total	$	57,700	$	(31,871	)	$	25,829

Summary of Fair Value of Derivative Instruments and Presentation in Condensed Consolidated Balance Sheet

The following table summarizes the fair value and the presentation in our Condensed Consolidated Balance Sheets:

(Thousands)

Location on Condensed

Consolidated Balance

Sheets

September 30, 2020

December 31, 2019

Interest rate swaps

Derivative liability, net

25,829

23,679

Revenues - Schedule of Contract Assets and Contract Liabilities (Details) - ASC 2014-09 $ in Thousands	Sep. 30, 2020 USD ($)
Deferred Revenue Arrangement [Line Items]
Balance, Contract Assets at December 31, 2019	$ 11,535
Balance, Contract Assets at September 30, 2020	5,210
Balance, Contract Liabilities at December 31, 2019	12,717
Balance, Contract Liabilities at September 30, 2020	$ 12,671

Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders			$ (1,566,868)
Changes in foreign currency translation				$ (63)
Balance at end of period attributable to common shareholders	$ (2,065,590)		(2,065,590)
Accumulated other comprehensive loss at end of period	(23,155)	$ (27,452)	(23,155)	(27,452)	$ (23,442)
Cash Flow Hedge Changes in Fair Value (Loss) Gain
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders	(30,353)	(18,960)	(23,442)	30,042
Other comprehensive loss before reclassifications		(7,906)	(7,713)	(53,989)
Amounts reclassified from accumulated other comprehensive income		(739)	677	(4,705)
Balance at end of period	(30,353)	(27,605)	(30,478)	(28,652)
Less: Other comprehensive (loss) income attributable to noncontrolling interest		(153)	(125)	(1,200)
Balance at end of period attributable to common shareholders	(30,353)	$ (27,452)	(30,353)	(27,452)
Interest Rate Swap Termination
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders	4,416
Amounts reclassified from accumulated other comprehensive income	2,829		7,325
Balance at end of period	7,245		7,325
Less: Other comprehensive (loss) income attributable to noncontrolling interest	47		127
Balance at end of period attributable to common shareholders	$ 7,198		$ 7,198
Foreign Currency Translation Gain (Loss)
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period attributable to common shareholders				63
Amounts reclassified from accumulated other comprehensive income				$ (63)

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Property Plant And Equipment [Abstract]
Depreciation expense	$ 73.3	$ 94.9	$ 228.3	$ 288.9

Segment Information (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Selected financial data related to our segments is presented below for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30, 2020
(Thousands)	Leasing		Fiber Infrastructure		Towers		Consumer CLEC			Corporate			Subtotal of Reportable Segments
Revenues	$	182,370	$	76,395	$	-	$	-		$	-		$	258,765

Adjusted EBITDA	$	181,103	$	25,419	$	-	$	(186	)	$	(7,775	)	$	198,561
Less:
Interest expense														102,791
Depreciation and amortization		48,189		31,617		-		-			74			79,880
Other expense, net														3,098
Settlement expense														-
Transaction related and other costs														20,816
Gain on sale of real estate														(22,908	)
Stock-based compensation														3,341
Income tax expense														2,801
Adjustments for equity in earnings from unconsolidated entities		1,287												1,287
Net income													$	7,455

	Three Months Ended September 30, 2019
(Thousands)	Leasing		Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	179,648	$	77,979	$	3,273			2,729	$	-		$	263,629

Adjusted EBITDA	$	178,095	$	30,536	$	(417	)	$	465	$	(6,021	)	$	202,658
Less:
Interest expense														104,655
Depreciation and amortization		70,227		28,652		1,643			594		50			101,166
Other expense, net														540
Transaction related and other costs														15,179
Gain on sale of real estate														(205	)
Stock-based compensation														2,845
Income tax benefit														(1,745	)
Net loss													$	(19,777	)

	Nine Months Ended September 30, 2020
(Thousands)	Leasing		Fiber Infrastructure		Towers		Consumer CLEC			Corporate			Subtotal of Reportable Segments
Revenues	$	552,042	$	232,942	$	6,112	$	651		$	-		$	791,747

Adjusted EBITDA	$	545,792	$	81,453	$	77	$	(461	)	$	(23,717	)	$	603,144
Less:
Interest expense														388,427
Depreciation and amortization		155,216		93,957		783		791			223			250,970
Other income, net														12,186
Settlement expense														650,000
Transaction related and other costs														55,344
Gain on sale of real estate														(86,726	)
Stock-based compensation														10,446
Income tax benefit														(7,650	)
Adjustments for equity in earnings from unconsolidated entities		1,287												1,287
Net loss													$	(671,140	)

	Nine Months Ended September 30, 2019
(Thousands)	Leasing		Fiber Infrastructure		Towers			Consumer CLEC		Corporate			Subtotal of Reportable Segments
Revenues	$	532,773	$	236,139	$	11,499		$	8,663	$	-		$	789,074

Adjusted EBITDA	$	528,727	$	97,572	$	(134	)	$	1,676	$	(18,044	)	$	609,797
Less:
Interest expense														286,842
Depreciation and amortization		216,254		85,405		4,470			1,286		156			307,571
Other income, net														(24,848	)
Transaction related and other costs														28,883
Gain on sale of real estate														(28,995	)
Stock-based compensation														7,930
Income tax expense														10,152
Net income													$	22,262

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Amortization of ROU assets	$ 920	$ 1,283	$ 2,890	$ 3,179
Interest on lease liabilities	943	1,571	2,890	3,192
Total finance lease cost	1,863	2,854	5,780	6,371
Operating lease cost	5,313	6,024	19,272	19,278
Short-term lease cost	542	522	1,551	1,451
Variable lease cost	41	47	124	304
Less sublease income	(2,733)	(2,479)	(9,503)	(7,857)
Total lease cost	$ 5,026	$ 6,968	$ 17,224	$ 19,547

Fair Value of Financial Instruments - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) Installment	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)	Aug. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount of outstanding notes and other debt	$ 4,985,000		$ 4,985,000		$ 5,224,747
Estimated fair value of future contingent consideration	3,880		3,880		$ 11,507
Payments of contingent consideration			15,713	$ 32,253
Increase (decrease) in fair value of contingent consideration liability	1,900	$ (3,000)	8,086	(28,530)
Fair value of settlement payable	438,577		438,577
Windstream
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash payment in equal installments emergence from bankruptcy			$ 490,100
Number of installments \| Installment			20
Tower Cloud, Inc.
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Estimated fair value of future contingent consideration	3,900		$ 3,900
Payments of contingent consideration			15,700	$ 32,200
Tower Cloud, Inc. \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Percentage of aggregate amount of contingent consideration payments						50.00%
Prices with Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Notes and other debt, fair value	5,110,000		5,110,000
Fair value of settlement payable	$ 438,577		$ 438,577

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying Condensed Consolidated Financial Statements include all accounts of the Company and its wholly-owned and/or controlled subsidiaries, including the Operating Partnership. Under the Accounting Standards Codification 810, Consolidation (“ASC 810”), the Operating Partnership is considered a variable interest entity and is consolidated in the Condensed Consolidated Financial Statements of Uniti Group Inc. because the Company is the primary beneficiary. All material intercompany balances and transactions have been eliminated.

ASC 810 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIEs. Generally, the consideration of whether an entity is a VIE applies when either: (1) the equity investors (if any) lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is considered to be the primary beneficiary. The primary beneficiary is defined as the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (2) the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE.

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (“Annual Report”), filed with the SEC on March 12, 2020. Accordingly, significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our Annual Report.

Going Concern—In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40), the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying Condensed Consolidated Financial Statements are issued, concluding there are no such conditions or events. The accompanying Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

On September 21, 2020, Windstream Holdings, Inc. (together with Windstream Holdings II, LLC, its successor in interest, and subsidiaries, “Windstream”) emerged from bankruptcy following its voluntary petition for relief under Chapter 11 of the Bankruptcy Code. In connection with Windstream’s emergence from bankruptcy, Uniti entered into several agreements and consummated the transactions, each as described herein, to implement its settlement (the “Settlement”) with Windstream pursuant to the settlement agreement (the “Settlement Agreement”) dated as of May 12, 2020 between Uniti and Windstream. Pursuant to the Settlement, Uniti and Windstream agreed to mutual releases with respect to any and all liability related to any claims and causes of action between them, including those brought by Windstream and certain of its creditors relating to Windstream’s Chapter 11 proceedings and that certain master lease dated as of April 24, 2015 (the “Master Lease”). See Note 14.

Investments in Unconsolidated Entities—We report our investments in unconsolidated entities under the equity method of accounting. We adjust our investments in unconsolidated entities for additional contributions made, distributions received as well as our share of the investees’ earnings or losses, which are reported on a 30-day lag for the investment in BB Fiber Holdings LLC (“Fiber Holdings”) and on a 90-day lag for the investment in Harmoni Towers LP (“Harmoni”), and are included in equity in earnings from unconsolidated entities in our Consolidated Statements of Income (Loss). See Note 6.

Goodwill—In accordance with ASC 350, Intangibles – Goodwill and Other, we evaluate goodwill for impairment between annual impairments tests if an event occurs or circumstances change, including those resulting from the COVID-19 pandemic, that may indicate whether it is more likely than not that the fair value of reporting unit is less than its carrying value. After consideration of such events or circumstances, including evaluating potential impacts on our judgements and estimates regarding our projected cash flows used in the determination of the estimated fair value of our Fiber reporting unit, we have determined that it is not more likely than not that the fair value of reporting unit is less than its carrying value; therefore, we have not performed an interim impairment analysis during the quarter.

We will perform our annual goodwill impairment test during the fourth quarter of 2020 by estimating the fair value of our reporting units (which are our segments). We intend to use a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of our operating results and business plans, which includes expected revenue and expense growth rates, capital expenditure plans and cost of capital. In determining these assumptions, we consider our ability to execute on our plans, future economic conditions, interest rates and other market data. We last performed our annual impairment analysis during the fourth quarter of 2019 and concluded the implied fair value of our Fiber Infrastructure reporting unit was in excess of its carrying value by less than 2%. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change and could result in a goodwill impairment charge.

We continue to monitor the developments associated with the COVID-19 pandemic and its related impact on our business and, if we determine that the COVID-19 pandemic is negatively impacting our business, we may conclude that an interim impairment analysis is required in a future period.

Our first priority remains the health and safety of our employees, customers and other business partners. We have been actively monitoring and following government recommendations as we adjust business practices and standard operating procedures to ensure the protection of team members and ensure the continuity of our business. As of the date of this Quarterly Report on Form 10-Q, we have not experienced significant disruptions in our operations or network performance, incurred significant delays in our permitting process that would impact our timing of service installations, had disruptions or cost increases in our supply chain, or received significant requests for payment relief from our customers as a result of the COVID-19 pandemic. Furthermore, as of the date of this Quarterly Report on Form 10-Q, we have not observed declines in the valuation of relevant acquisitions, which would impact the estimated fair value of our Fiber reporting unit under the market approach, as we use market data of comparable business and acquisition valuations of recent transactions to estimate fair value. We have implemented policies and procedures designed to mitigate the risk of adverse impacts of the COVID-19 pandemic, or a future pandemic, on our operations, but we may incur additional

costs to ensure continuity of business operations caused by COVID-19, or other future pandemics, which could adversely affect our financial condition and results of operations. However, the extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on us, and there is no guarantee that efforts by us, designed to address adverse impacts of COVID-19, will be effective and those adverse impacts may be material to the financial statements.

Concentration of Credit Risks—Revenue under the Master Lease and the New Leases (as described in Note 4) provided 66.1% and 65.3% of our revenue for the nine months ended September 30, 2020 and 2019, respectively. Because a substantial portion of our revenue and cash flows are derived from lease payments by Windstream pursuant to the New Leases, there could be a material adverse impact on our consolidated results of operations, liquidity, financial condition and/or ability to pay dividends and service debt if Windstream were to default under the New Leases or otherwise experiences operating or liquidity difficulties and becomes unable to generate sufficient cash to make payments to us.

Prior to its emergence from bankruptcy on September 21, 2020, Windstream was a publicly traded company subject to the periodic filing requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act”). Windstream historic filings through their quarter ended June 30, 2020 can be found at www.sec.gov. On September 22, 2020, Windstream filed a Form 15 to terminate all filing obligations under Sections 12(g) and 15(d) under the Exchange Act. Windstream filings are not incorporated by reference in this Quarterly Report on Form 10-Q.

We monitor the credit quality of Windstream through numerous methods, including by (i) reviewing credit ratings of Windstream by nationally recognized credit agencies, (ii) reviewing the financial statements of Windstream that are required to be delivered to us pursuant to the New Leases, (iii) monitoring new reports regarding Windstream and its business, (iv) conducting research to ascertain industry trends potentially affecting Windstream, (v) monitoring Windstream’s compliance with the terms of the New Leases and (vi) monitoring the timeliness of its payments under the New Leases.

As of the date of this Quarterly Report on Form 10-Q, Windstream is current on all lease payments. We note that in August 2020, Moody’s Investor Service assigned a B3 corporate family rating with a stable outlook to Windstream in connection with its post-emergence exit financing. At the same time, S&P Global Ratings assigned Windstream a B- issuer rating with a stable outlook. These ratings were both upgrades from Windstream’s pre-bankruptcy ratings. In order to assist us in our continuing assessment of Windstream’s creditworthiness, we periodically receive certain confidential financial information and metrics from Windstream.

Reclassifications—Certain prior year asset categories and related amounts in Note 4 have been reclassified to conform with current year presentation.

Recently Issued Accounting Standards

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the accounting for credit losses affecting loans, debt securities, trade receivables, net investments in leases, and any other financial asset not excluded from the scope that have the contractual right to receive cash. We adopted ASU 2016-13 effective January 1, 2020, and there was no material impact on our financial statements and related disclosures.

Accumulated Other Comprehensive (Loss) Income (Tables)

9 Months Ended

Sep. 30, 2020

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Schedule of Changes in Accumulated Other Comprehensive (Loss) Income by Component

Changes in accumulated other comprehensive (loss) income by component is as follows for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands)	2020			2019			2020			2019
Cash flow hedge changes in fair value (loss) gain:
Balance at beginning of period attributable to common shareholders	$	(30,353	)	$	(18,960	)	$	(23,442	)	$	30,042
Other comprehensive loss before reclassifications		-			(7,906	)		(7,713	)		(53,989	)
Amounts reclassified from accumulated other comprehensive income		-			(739	)		677			(4,705	)
Balance at end of period		(30,353	)		(27,605	)		(30,478	)		(28,652	)
Less: Other comprehensive loss attributable to noncontrolling interest		-			(153	)		(125	)		(1,200	)
Balance at end of period attributable to common shareholders		(30,353	)		(27,452	)		(30,353	)		(27,452	)
Interest rate swap termination:
Balance at beginning of period attributable to common shareholders		4,416			-			-			-
Amounts reclassified from accumulated other comprehensive income		2,829			-			7,325			-
Balance at end of period		7,245			-			7,325			-
Less: Other comprehensive (loss) income attributable to noncontrolling interest		47			-			127			-
Balance at end of period attributable to common shareholders		7,198			-			7,198			-
Foreign currency translation gain (loss):
Balance at beginning of period attributable to common shareholders		-			-			-			63
Translation adjustments		-			-			-			-
Amounts reclassified from accumulated other comprehensive income		-			-			-			(63	)
Balance at end of period		-			-			-			-
Less: Other comprehensive income attributable to noncontrolling interest		-			-			-			-
Balance at end of period attributable to common shareholders		-			-			-			-
Accumulated other comprehensive loss at end of period	$	(23,155	)	$	(27,452	)	$	(23,155	)	$	(27,452	)

Goodwill and Intangible Assets and Liabilities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]
Remaining weighted average amortization period of intangible assets			15 years 7 months 6 days
Remaining weighted average amortization period of intangible liabilities			20 years
Amortization	$ 6.5	$ 6.3	$ 22.6	$ 18.6
Estimated amortization expense for 2020	29.3		29.3
Estimated amortization expense for 2021	24.7		24.7
Estimated amortization expense for 2022	23.7		23.7
Estimated amortization expense for 2023	23.7		23.7
Estimated amortization expense for 2024	$ 23.6		23.6
Fiber Infrastructure
Schedule Of Indefinite And Finite Lived Intangible Assets And Liabilities [Line Items]
Change in goodwill amount			$ 0.0

Property, Plant and Equipment - Schedule of Carrying Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 8,767,160	$ 8,683,479
Less accumulated depreciation	(5,479,860)	(5,273,534)
Net property, plant and equipment	3,287,300	3,409,945
Land
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	27,936	28,337
Building and Improvements
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 349,900	355,225
Building and Improvements \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	3 years
Building and Improvements \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	40 years
Real Property Interests
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross		3,308
Poles
Property Plant And Equipment [Line Items]
Depreciable Lives	30 years
Property, plant and equipment, gross	$ 263,574	258,535
Fiber
Property Plant And Equipment [Line Items]
Depreciable Lives	30 years
Property, plant and equipment, gross	$ 3,666,336	3,456,398
Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 327,448	293,427
Equipment \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	5 years
Equipment \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	7 years
Copper
Property Plant And Equipment [Line Items]
Depreciable Lives	20 years
Property, plant and equipment, gross	$ 3,830,129	3,792,366
Conduit
Property Plant And Equipment [Line Items]
Depreciable Lives	30 years
Property, plant and equipment, gross	$ 89,771	89,770
Tower assets
Property Plant And Equipment [Line Items]
Depreciable Lives	20 years
Property, plant and equipment, gross	$ 8,571	170,063
Finance Lease Assets
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	128,259	129,900
Other assets
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 10,370	11,591
Other assets \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	15 years
Other assets \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	20 years
Corporate assets
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 13,323	5,552
Corporate assets \| Minimum
Property Plant And Equipment [Line Items]
Depreciable Lives	3 years
Corporate assets \| Maximum
Property Plant And Equipment [Line Items]
Depreciable Lives	7 years
Construction in progress
Property Plant And Equipment [Line Items]
Property, plant and equipment, gross	$ 51,543	$ 89,007

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of Fair Value Valuation of Financial Instruments

The following table summarizes the fair value of our financial instruments at September 30, 2020 and December 31, 2019:

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At September 30, 2020
Liabilities
Senior secured notes - 7.875%, due February 15, 2025	$	2,373,750	$	-		2,373,750	$	-
Senior secured notes - 6.00%, due April 15, 2023		548,625		-		548,625		-
Senior unsecured notes - 8.25%, due October 15, 2023		1,090,575		-		1,090,575		-
Senior unsecured notes - 7.125%, due December 15, 2024		577,500		-		577,500		-
Exchangeable senior notes - 4.00%, due June 15, 2024		387,866		-		387,866		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		129,987		-		129,987		-
Derivative liability, net		25,829		-		25,829		-
Settlement payable		438,577		-		438,577		-
Contingent consideration		3,880		-		-		3,880
Total	$	5,576,589	$	-	$	5,572,709	$	3,880

(Thousands)	Total		Quoted Prices in Active Markets (Level 1)		Prices with Other Observable Inputs (Level 2)		Prices with Unobservable Inputs (Level 3)
At December 31, 2019
Liabilities
Senior secured term loan B - variable rate, due October 24, 2022	$	1,998,721	$	-	$	1,998,721	$	-
Senior secured notes - 6.00%, due April 15, 2023		528,000		-		528,000		-
Senior unsecured notes - 8.25%, due October 15, 2023		971,250		-		971,250		-
Senior unsecured notes - 7.125%, due December 15, 2024		511,500		-		511,500		-
Exchangeable senior unsecured notes - 4.00%, due June 15, 2024		309,638		-		309,638		-
Senior secured revolving credit facility, variable rate, due April 24, 2022		574,961		-		574,961		-
Derivative liability		23,679		-		23,679		-
Contingent consideration		11,507		-		-		11,507
Total	$	4,929,256	$	-	$	4,917,749	$	11,507

Roll Forward of Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs

The following is a roll forward of our liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3):

(Thousands)		December 31, 2019				Transfers into Level 3				(Gain)/Loss included in earnings				Settlements				September 30, 2020
Contingent consideration		$	11,507			$	-			$	8,086			$	(15,713	)		$	3,880

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

Note 4. Leases

Lessor Accounting

We lease communications towers, ground, communications equipment, and dark fiber to tenants under operating leases. Our leases have initial lease terms ranging from five to 35 years, most of which includes options to extend or renew the leases for five to 20 years (based on the satisfaction of certain conditions as defined in the lease agreements), and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments.

The components of lease income for the three and nine months ended September 30, 2020 and 2019, respectively, are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2020		2019		2020		2019
Lease income - operating leases	$	193,833	$	188,506	$	587,809	$	560,230

Lease payments to be received under non-cancellable operating leases where we are the lessor for the remainder of the lease terms as of September 30, 2020 are as follows:

(Thousands)	September 30, 2020⁽¹⁾
2020	$	183,225
2021		731,304
2022		729,127
2023		730,011
2024		731,612
Thereafter		4,260,882
Total lease receivables	$	7,366,161
⁽¹⁾ Total future minimum lease payments to be received include $6.5 billion relating to the New Leases with Windstream.

The underlying assets under operating leases where we are the lessor are summarized as follows:

(Thousands)	September 30, 2020			December 31, 2019
Land	$	26,596		$	27,392
Building and improvements		334,481			341,096
Poles		263,574			258,535
Fiber		2,959,468			2,836,939
Equipment		421			419
Copper		3,830,129			3,792,366
Conduit		89,770			89,770
Tower assets		1,397			168,453
Finance lease assets		32,660			32,660
Other assets		10,279			10,279
		7,548,775			7,557,909
Less: accumulated depreciation		(5,170,394	)		(5,033,080	)
Underlying assets under operating leases, net	$	2,378,381		$	2,524,829

Depreciation expense for the underlying assets under operating leases where we are the lessor for the three and nine months ended September 30, 2020 and 2019, respectively, is summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2020		2019		2020		2019
Depreciation expense for underlying assets under operating leases	$	50,841	$	73,606	$	160,278	$	224,973

Lessee Accounting

We have commitments under operating leases for communications towers, ground, colocation, dark fiber lease arrangements, and buildings. We also have finance leases for dark fiber lease arrangements and other communications equipment. Our leases have initial lease terms ranging from less than one year to 30 years, most of which includes options to extend or renew the leases for less than one year to 20 years, and some of which may include options to terminate the leases within one to six months. Certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments.

As of September 30, 2020, we have short term lease commitments amounting to approximately $2.1 million.

The components of lease cost for the three and nine months ended September 30, 2020 and 2019, respectively, are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Thousands)	2020			2019			2020			2019
Finance lease cost
Amortization of ROU assets	$	920		$	1,283		$	2,890		$	3,179
Interest on lease liabilities		943			1,571			2,890			3,192
Total finance lease cost		1,863			2,854			5,780			6,371
Operating lease cost		5,313			6,024			19,272			19,278
Short-term lease cost		542			522			1,551			1,451
Variable lease cost		41			47			124			304
Less sublease income		(2,733	)		(2,479	)		(9,503	)		(7,857	)
Total lease cost	$	5,026		$	6,968		$	17,224		$	19,547

Amounts reported in the Condensed Consolidated Balance Sheets for leases where we are the lessee were as follows:

(Thousands)	Location on Condensed Consolidated Balance Sheets	September 30, 2020			December 31, 2019
Operating leases
ROU assets, net	Other assets, net	$	82,985		$	127,490
Lease liabilities	Accounts payable, accrued expenses and other liabilities, net		73,049			127,879

Finance leases
ROU asset, gross	Property, plant and equipment, net	$	128,259		$	129,900
Lease liabilities	Finance lease obligations		49,412			52,994

Weighted-average remaining lease term
Operating leases		11.9 years			11.8 years
Finance leases		13.5 years			13.9 years

Weighted-average discount rate
Operating leases			10.0	%		9.7	%
Finance leases			8.0	%		8.0	%

Other information related to leases as of September 30, 2020 and 2019, respectively, are as follows:

(Thousands)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	2,890	$	3,192
Operating cash flows from operating leases		22,573		20,519
Financing cash flows from finance leases		2,890		3,179

Non-cash items:
New operating leases and remeasurements, net	$	426	$	23,706
New finance leases		31		3,240

Future lease payments under non-cancellable leases as of September 30, 2020 are as follows:

(Thousands)	Operating Leases			Finance Leases
2020	$	5,525		$	1,758
2021		19,841			6,810
2022		17,172			6,680
2023		14,515			6,658
2024		10,359			6,294
Thereafter		40,596			50,824
Total undiscounted lease payments	$	108,009		$	79,024
Less: imputed interest		(34,960	)		(29,612	)
Total lease liabilities	$	73,049		$	49,412

Future sublease rentals as of September 30, 2020 are as follows:

(Thousands)	Sublease Rentals
2020	$	2,619
2021		8,187
2022		8,220
2023		8,255
2024		8,289
Thereafter		122,169
Total	$	157,739

New Leases

On September 18, 2020, in connection with Windstream’s emergence from bankruptcy and the implementation of the Settlement with Windstream described in Note 14 below, Uniti and Windstream bifurcated the Master Lease and entered into two structurally similar master leases that each expire on April 30, 2030 (collectively, the “New Leases”), which New Leases amended and restated the Master Lease in its entirety. The New Leases consist of two leases: (a) a master lease (the “ILEC MLA”) that governs Uniti owned assets used for Windstream’s incumbent local exchange carrier (“ILEC”) operations and (b) a master lease (the “CLEC MLA”) that governs Uniti owned assets used for Windstream’s competitive local exchange carrier (“CLEC”) operations. The aggregate initial annual rent under the New Leases is equal to the annual rent under the Master Lease previously in effect. The tenants under the ILEC MLA are Windstream Holdings II, LLC (“Windstream Holdings II,” successor in interest to Windstream Holdings, Inc.), Windstream Services II, LLC (“Windstream Services II,” successor in interest to Windstream Services LLC), and certain subsidiaries and/or newly formed affiliated entities operating the ILECs, and the landlords under the ILEC MLA are the Uniti entities that own the applicable ILEC assets. Similarly, the tenants under the CLEC MLA are Windstream Holdings II, Windstream Services II, and certain subsidiaries and/or newly formed affiliated entities operating CLECs, and the landlords under the CLEC MLA are the Uniti entities that own the CLEC assets. The New Leases contain cross-guarantees and cross-default provisions, which will remain effective as long as Windstream or an affiliate is the tenant under both of the New Leases and unless and until the landlords under the ILEC MLA are different from the landlords under the CLEC MLA. The New Leases permit Uniti to transfer its rights and obligations and otherwise monetize or encumber the New Leases, together or separately, so long as Uniti does not transfer interests in either New Lease to a Windstream competitor.

In addition, the New Leases impose certain financial restrictions on Windstream if Windstream fails to maintain certain financial covenants. Windstream covenants not to incur certain indebtedness (other than certain refinancing in a principal amount that does not exceed the sum of the principal amount of the indebtedness refinanced, the accrued and unpaid interest on such indebtedness refinanced and any other amounts owing thereon and any customary costs incurred in connection with such refinancing or drawings under its third party syndicated revolving credit facility, in an amount not to exceed $750 million) if its total leverage ratio, pro forma for the incurrence of such indebtedness, would exceed 3.00:1:00. Further, Windstream covenants not to incur certain additional indebtedness, pay dividends, repurchase stock or prepay unsecured debt, or enter into a transaction with an entity controlled by a member of the board without Uniti’s consent if Windstream’s total leverage ratio exceeds 3.50:1.00. Notwithstanding the foregoing, the financial covenants described herein shall not apply at any time in which Windstream maintains a corporate family rating of not less than “B2” by Moody’s and either “B” by Standard & Poor’s or “B” by Fitch Ratings.

Pursuant to the New Leases, Windstream (or any successor tenant under a New Lease) has the right to cause Uniti to reimburse up to an aggregate $1.75 billion for certain growth capital improvements in long-term fiber and related assets made by Windstream (or the applicable tenant under the New Lease) to certain ILEC and CLEC properties (the “Growth Capital Improvements”). Uniti’s reimbursement commitment for Growth Capital Improvements does not require Uniti to reimburse Windstream for maintenance or repair expenditures (except for costs incurred for fiber replacements to the CLEC MLA leased property, up to $70 million during the term), and each such reimbursement is subject to underwriting standards. Uniti’s total annual reimbursement commitments for the Growth Capital Improvements under both New Leases (and under separate equipment loan facilities) are limited to $125 million in 2020; $225 million per year in 2021 through 2024; $175 million per year in 2025 and 2026; and $125 million per year in 2027 through 2029. Uniti and Windstream have entered into separate ILEC and CLEC Equipment Loan and Security Agreements (collectively “Equipment Loan Agreement”) in which Uniti will provide up to $125 million (limited to $25 million in any calendar year) of the $1.75 billion of GCI commitments discussed above in the form of loans for Windstream to purchase equipment related to network upgrades or to be used in connection with the New Leases. Interest on these loans will accrue at 8% from the date of the borrowing. All equipment financed through the Equipment Loan Agreement is the sole property of Windstream; however, Uniti will

receive a first-lien security interest in the equipment purchased with the loans. For any cumulative Growth Capital Improvements that Windstream (or the successor tenant under a New Lease) incurs in excess of the foregoing annual amounts in any calendar year during the term, Windstream (or such tenant, as the case may be) is entitled to reimbursement from the commitment amounts in a subsequent period, subject to an annual limit of $250 million in any calendar year. Starting on the first anniversary of each installment of reimbursement for a Growth Capital Improvement, the rent payable by Windstream under the applicable New Lease will increase by an amount equal to 8.0% (the “Rent Rate”) of such installment of reimbursement. The Rent Rate will thereafter increase to 100.5% of the prior Rent Rate on each anniversary of each reimbursement. In the event that the tenant’s interest in either New Lease is transferred by Windstream under the terms thereof (unless transferred to the same transferee), or if Uniti transfers its interests as landlord under either New Lease (unless to the same transferee), the reimbursement rights and obligations will be allocated between the ILEC MLA and the CLEC MLA by Windstream, provided that the maximum that may be allocated to the CLEC MLA following such transfer is $20 million per year. If Uniti fails to reimburse any Growth Capital Improvement payment or equipment loan funding request as and when it is required to do so under the terms of the New Leases, and such failure continues for thirty (30) days, then such unreimbursed amounts may be applied as an offset against the rent owed by Windstream under the New Leases (and such amounts will thereafter be treated as if Uniti had reimbursed them).

The New Leases provide, and the Master Lease provided, that tenant funded capital improvements (“TCIs”), defined as maintenance, repair, overbuild, upgrade or replacement to the Distribution Systems, including without limitation, the replacement of copper distribution systems with fiber distribution systems, automatically become property of Uniti upon their construction by Windstream. We receive non-monetary consideration related to TCIs as they automatically become our property, and we recognize the cost basis of TCIs that are capital in nature as real estate investments and deferred revenue. We depreciate the real estate investments over their estimated useful lives and amortize the deferred revenue as additional leasing revenues over the same depreciable life of the TCI assets. TCIs exclude Growth Capital Improvements as an when reimbursed by Uniti.

During the three months ended September 30, 2020, Uniti reimbursed $29.1 million of Growth Capital Improvements, which, as allowed for under the Settlement, represented the reimbursement of capital improvements completed in 2020 that were previously classified as TCIs. Upon reimbursement, the Company reduced the unamortized portion of deferred revenue related to these capital improvements and capitalized the difference between the cash provided to Windstream and the unamortized deferred revenue as a lease incentive. This lease incentive, which is $0.4 million and reported within other assets on our Condensed Consolidated Balance Sheet as of September 30, 2020, will be amortized against revenue over the initial term of the New Leases. Subsequent to September 30, 2020, Windstream requested and we reimbursed $38.1 million of qualifying Growth Capital Improvements that were reported as TCIs as of September 30, 2020. As of the date of this Quarterly Report on Form 10-Q, we have reimbursed a total of $67.2 million of Growth Capital Improvements, and all amounts represent the reimbursement of qualifying Growth Capital Improvements that were previously reported as TCIs in 2020.

Revenues - Additional Information (Details 1)	Sep. 30, 2020
ASC 2014-09 \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01
Revenue Recognition [Line Items]
Average remaining contract term for contracts currently billing	1 year 10 months 24 days

Earnings Per Share - Additional Information (Details) - $ / shares		3 Months Ended		9 Months Ended
	May 02, 2016	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Preferred stock, par value		$ 0.0001		$ 0.0001		$ 0.0001
Exchangeable Notes \| Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted earnings per share		29,504,780	27,758,769	29,504,780	27,758,769
Non-Participating Securities \| Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of diluted earnings per share			517,060	730,863	517,060
PEG Bandwidth, LLC \| Series A Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Percentage of dividend rate on convertible preferred stock	3.00%
Preferred stock, par value	$ 0.0001

Notes and Other Debt - Schedule of Notes and Other Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Jun. 24, 2019
Debt Instrument [Line Items]
Principal amount of notes and other debt	$ 4,985,000	$ 5,224,747
Less unamortized discount, premium and debt issuance costs	(154,629)	(207,068)
Notes and other debt less unamortized discount, premium and debt issuance costs	4,830,371	5,017,679
Senior Secured Term Loan B Facility
Debt Instrument [Line Items]
Principal amount of notes and other debt		2,044,728
Less unamortized discount, premium and debt issuance costs		(74,523)
Senior Secured Notes - 7.875% Due February 15, 2025
Debt Instrument [Line Items]
Principal amount of notes and other debt	2,250,000
Less unamortized discount, premium and debt issuance costs	(41,853)
Senior Secured Notes - 6.00% Due April 15, 2023
Debt Instrument [Line Items]
Principal amount of notes and other debt	550,000	550,000
Less unamortized discount, premium and debt issuance costs	(4,458)	(5,633)
Senior Unsecured Notes - 8.25% Due October 15, 2023
Debt Instrument [Line Items]
Principal amount of notes and other debt	1,110,000	1,110,000
Less unamortized discount, premium and debt issuance costs	(23,864)	(28,808)
Senior Unsecured Notes - 7.125% Due December 15, 2024
Debt Instrument [Line Items]
Principal amount of notes and other debt	600,000	600,000
Less unamortized discount, premium and debt issuance costs	(5,570)	(6,304)
Senior Unsecured Notes - 4.00%, Due June 15, 2024
Debt Instrument [Line Items]
Principal amount of notes and other debt	345,000	345,000
Less unamortized discount, premium and debt issuance costs	(73,692)	(85,272)
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount of notes and other debt	130,000	575,019	$ 575,900
Less unamortized discount, premium and debt issuance costs	$ (5,192)	$ (6,528)