8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2009

Crown Castle International Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-16441	76-0470458
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 Augusta Drive Suite 500 Houston, TX	77057
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 570-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 29, 2009, the Company issued a press release disclosing its financial results for the first quarter of 2009. The April 29 press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

As described in Item 2.02 of this Report, the following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.		Description
	99.1	Press Release dated April 29, 2009

The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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SIGNATURES

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

CROWN CASTLE INTERNATIONAL CORP.
By:	/s/ E. Blake Hawk
	Name:	E. Blake Hawk
	Title:	Executive Vice President and General Counsel

Date: April 29, 2009

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated April 29, 2009

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EX-99.1

Exhibit 99.1

Contacts:	Jay Brown, CFO
	Fiona McKone, VP — Finance
	Crown Castle International Corp.
	713-570-3050

FOR IMMEDIATE RELEASE

CROWN CASTLE INTERNATIONAL
REPORTS FIRST QUARTER 2009 RESULTS;
RAISES 2009 OUTLOOK

April 29, 2009 — HOUSTON, TEXAS — Crown Castle International Corp. (NYSE:CCI) today reported results for the quarter ended March 31, 2009.

“We had a very good first quarter, exceeding the midpoint of our Outlook for site rental revenue, site rental gross margin, Adjusted EBITDA, and recurring cash flow,” stated Ben Moreland, President and Chief Executive Officer of Crown Castle. “I am very pleased that our year-over-year results were achieved almost entirely through organic growth on assets that we owned as of January 1, 2008. We enjoyed strong growth in leasing applications during the first four months of 2009, which we expect will translate into additional new tenants during the second half of 2009. We believe that this increased activity reflects our customers’ desire to build and enhance their networks in light of the continued strong demand from consumers for wireless voice and increasing demand for wireless data services. The combination of strong first quarter results, increased leasing application volume, and tight management of operating and G&A expenses, allows us to raise our full year 2009 Outlook, which now suggests annual site rental revenue and Adjusted EBITDA growth of 8% and 12%, respectively.”

CONSOLIDATED FINANCIAL RESULTS

Site rental revenues for first quarter 2009 increased $22.6 million, or 7%, to $367.7 million from $345.0 million for the same period in the prior year. Site rental gross margin, defined as site rental revenues less site rental cost of operations, increased 11% to $258.0 million, up $25.3 million in the first quarter of 2009 from $232.7 million in the same period in 2008. Adjusted EBITDA for first quarter 2009 increased $31.4 million, or 15%, to $242.4 million, up from $211.0 million for the same period in 2008.

Recurring cash flow, defined as Adjusted EBITDA less interest expense less sustaining capital expenditures, increased from $118.1 million in the first quarter of 2008 to $131.8 million for the first quarter of 2009, up 12%. Recurring cash flow per share, defined as recurring cash flow divided by weighted average common shares outstanding, was $0.46 in the first quarter of 2009 compared to $0.42 in the first quarter of 2008, an increase of 9%.

News Release continued: Page 2 of 13

For the first quarter 2009, approximately 5% of Crown Castle’s consolidated revenues were from its Australia subsidiary. The Australia subsidiary results were negatively impacted by the 27% decrease in the Australian dollar to US dollar exchange rate from first quarter 2008 to first quarter 2009. Crown Castle’s consolidated growth rates on a currency-neutral basis are as follows: site rental revenue 8%, site rental gross margin 13%, Adjusted EBITDA 17%, recurring cash flow 15%, and recurring cash flow per share 12%.

Net income attributable to CCIC stockholders was $10.6 million for the first quarter of 2009, compared to a net loss attributable to CCIC stockholders of $13.2 million for the same period in 2008. Net income attributable to CCIC common stockholders after deduction of dividends on preferred stock was $5.4 million in the first quarter of 2009, compared to a net loss attributable to CCIC stockholders after deduction of dividends on preferred stock of $18.4 million for the same period in 2008. First quarter 2009 net income attributable to CCIC common stockholders per common share was $0.02, compared to a net loss attributable to CCIC common stockholders per common share of $0.07 in the first quarter of 2008.

SEGMENT RESULTS

US site rental revenues for the first quarter of 2009 increased $26.9 million, or 8%, to $350.7 million, compared to first quarter 2008 US site rental revenues of $323.7 million. US site rental gross margin increased 13%, or $28.4 million, in first quarter 2009 to $245.7 million from $217.3 million in the same period in 2008.

Australia site rental revenues for the first quarter of 2009 were $17.0 million, compared to $21.3 million in the first quarter of 2008. Australia site rental gross margin for first quarter 2009 was $12.3 million, compared to $15.3 million in the first quarter 2008. On a currency-neutral basis, Australia site rental revenues and site rental gross margin for first quarter 2009 grew 9% over first quarter 2008.

News Release continued: Page 3 of 13

INVESTMENTS AND LIQUIDITY

Since January 1, 2009, Crown Castle has raised $2.3 billion of debt to refinance upcoming debt maturities. Additionally, since January 1, 2009, Crown Castle has purchased $319.5 million of secured notes, issued by certain of its subsidiaries, for $305.3 million, which represents a 4% discount to the face amount of such notes.

During the first quarter of 2009, Crown Castle issued $900 million of 9% senior notes due in 2015 and extended its revolving credit facility for 364 days. In April 2009, Crown Castle issued $1.2 billion of 7.75% senior secured notes due in 2017. The combined proceeds of these issuances will predominantly be used to repay upcoming debt maturities, including the securitized notes due December 2009 and February 2011. Crown Castle expects to repay, in full, the securitized notes due February 2011 on April 30, 2009.

Since the beginning of 2009, Crown Castle has purchased $319.5 million of securitized notes issued by certain of its subsidiaries. These purchases were comprised of $72.0 million face value of the securitized notes due in December 2009 (purchased for $71.3 million) and $247.5 million face value of the securitized notes due in February 2011 (purchased for $234.0 million). Pro forma as of the date of completion of the 7.75% senior notes offering and the repayment of the securitized notes due February 2011, Crown Castle expects to have approximately $274 million in cash and cash equivalents (excluding restricted cash) and $188 million of availability under its $188 million revolving credit facility.

During the first quarter of 2009, Crown Castle invested $39.3 million in capital expenditures comprised of $5.0 million of sustaining capital expenditures and $34.3 million of revenue generating capital expenditures, of which $3.4 million was spent on land purchases, $24.7 million on existing sites, and $6.2 million on the construction and acquisition of new sites. Total capital expenditures were down approximately 64% from the fourth quarter 2008.

“We are very pleased to have successfully accessed the credit markets multiple times this year for $2.3 billion of capital, thereby extending the maturity schedule of our debt,” stated Jay Brown, Chief Financial Officer of Crown Castle. “I believe that our ability to have accessed the credit markets in a significant way reflects our long-term contracted revenues and the essential nature of our assets for wireless networks. As we anticipated, we have proactively dealt with all of our near-term debt maturities through 2011 with our notes offerings this year. Further, as a result of our debt repayments, we accomplished our most recent notes offering without increasing our run-rate interest expense. Importantly, these recent financings eliminate our requirement to access the credit markets for almost five years as we are able to repay all of our debt maturities between now and then with cash on-hand and cash flow.”

News Release continued: Page 4 of 13

In addition to the tables and information contained in this press release, Crown Castle will post supplemental information on its website at http://investor.crowncastle.com that will be discussed during its conference call tomorrow morning, Thursday April 30, 2009.

OUTLOOK

This Outlook section contains forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to differ from the forward-looking statements herein is set forth below and in Crown Castle’s filings with the Securities and Exchange Commission (“SEC”).

The following Outlook table is based on current expectations and assumptions. The Outlook table includes the interest expense associated with the $900 million of 9% senior notes issued in January 2009 and the $1.2 billion of 7.75% senior secured notes issued in April 2009, and assumes a US dollar to Australian dollar exchange rate of 0.69 US dollars and 0.68 US dollars to 1.00 Australian dollar for second quarter and full year 2009 Outlook, respectively.

For the purposes of this Outlook, interest expense is based on run-rate interest charges and does not assume early debt retirement prior to the maturity date, with the exception of the purchases to-date and the repayment of the $1.55 billion of securitized notes due in February 2011.

As reflected in the following table, Crown Castle has increased the midpoint of its full year 2009 Outlook, previously issued on February 24, 2009, for site rental revenue by $15 million, site rental gross margin by $20 million and Adjusted EBITDA and recurring cash flow by $32.5 million.

News Release continued: Page 5 of 13

The following table sets forth Crown Castle’s current Outlook for the second quarter of 2009 and full year 2009:

(in millions, except per share amounts)	Second Quarter 2009	Full Year 2009
Site rental revenues	$370 to $375	$1,500 to $1,515
Site rental cost of operations	$115 to $120	$460 to $470
Site rental gross margin	$254 to $259	$1,035 to $1,050
Adjusted EBITDA	$235 to $240	$960 to $975
Interest expense and amortization of deferred financing costs(a)	$108 to $113	$440 to $445
Sustaining capital expenditures	$8 to $10	$25 to $30
Recurring cash flow	$116 to $121	$490 to $505
Net income (loss) attributable to CCIC common stockholders after deduction of dividends on preferred stock	$(174) to $(121)	$(222) to $(102)
Net income (loss) attributable to CCIC common stockholders per share(b)	$(0.61) to $(0.42)	$(0.78) to $(0.36)

(a)	Inclusive of approximately $12 million and approximately $46 million, respectively, of non-cash expense.
(b)	Represents net income (loss) attributable to CCIC common stockholders per common share, based on 286.1 million shares outstanding as of March 31, 2009.

News Release continued: Page 6 of 13

CONFERENCE CALL DETAILS

Crown Castle has scheduled a conference call for Thursday, April 30, 2009, at 10:30 a.m. eastern time. The conference call may be accessed by dialing 303-262-2013 and asking for the Crown Castle call at least 10 minutes prior to the start time. The conference call may also be accessed live over the Internet by logging onto the web at http://investor.crowncastle.com. Any supplemental materials for the call will be posted at the Crown Castle website at http://investor.crowncastle.com.

A telephonic replay of the conference call will be available from 12:30 p.m. eastern time on Thursday, April 30, 2009 through 11:59 p.m. eastern time on Thursday, May 7, 2009 and may be accessed by dialing 303-590-3000 using passcode 11130311#. An audio archive will also be available on the company’s website at http://investor.crowncastle.com shortly after the call and will be accessible for approximately 90 days.

Crown Castle owns, operates, and leases towers and other communication structures for wireless communications. Crown Castle offers significant wireless communications coverage to 91 of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 22,000 and approximately 1,600 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit http://www.crowncastle.com.

News Release continued: Page 7 of 13

The components of interest expense and amortization of deferred financing costs are as follows:

	For the Three Months Ended
	March 31,		March 31,
(in thousands)	2009		2008
Interest expense on debt obligations	$	95,183	$	82,763
Amortization of deferred financing costs		6,296		3,832
Amortization of discounts on long-term debt		1,965		—
Amortization of interest rate swaps		755		755
Amortization of purchase price adjustments on long-term debt		874		943
Other		514		852
	$	105,587	$	89,145

The components of interest expense and amortization of deferred financing costs are forecasted as follows:

	Q2 2009	Full Year 2009
(in millions)	Outlook	Outlook
Interest expense on debt obligations(a)	$96 to $101	$392 to $397
Amortization of deferred financing costs	$6 to $8	$26 to $28
Amortization of discounts on long-term debt	$2 to $4	$11 to $13
Amortization of interest rate swaps	$0 to $1	$2 to $4
Amortization of purchase price adjustments on long-term debt	$0 to $1	$2 to $4
Other	$0 to $1	$1 to $3
	$108 to $113	$440 to $445

(a) Inclusive of approximately $63 million and $343 million, respectively, of cash interest payments.

Non-GAAP Financial Measures

This press release includes presentations of Adjusted EBITDA and recurring cash flow, which are non-GAAP financial measures.

Crown Castle defines Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, acquisition and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, gains (losses) on purchases and redemptions of debt, net gain (loss) on interest rate swaps, impairment of available-for-sale securities, interest and other income (expense), benefit (provision) for income taxes, cumulative effect of change in accounting principle, income (loss) from discontinued operations and stock-based compensation expense. Adjusted EBITDA is not intended as an alternative measure of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles (“GAAP”)).

Crown Castle defines recurring cash flow to be Adjusted EBITDA, less interest expense and less sustaining capital expenditures. Each of the amounts included in the calculation of recurring cash flow are computed in accordance with GAAP, with the exception of sustaining capital expenditures, which is not defined under GAAP. We define sustaining capital expenditures as capital expenditures (determined in accordance with GAAP) which do not increase the capacity or life of our revenue generating assets and include capitalized costs related to (i) maintenance activities on our towers, (ii) vehicles, (iii) information technology equipment, and (iv) office equipment. Recurring cash flow is not intended as an alternative measure of cash flow from operations or operating results (as determined in accordance with GAAP).

Adjusted EBITDA and recurring cash flow are presented as additional information because management believes these measures are useful indicators of the financial performance of our core businesses. In addition, Adjusted EBITDA is a measure of current financial performance used in our debt covenant calculations. Our measures of Adjusted EBITDA and recurring cash flow may not be comparable to similarly titled measures of other companies, including other companies in the tower sector. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures.

News Release continued: Page 8 of 13

Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Financial Measures:

Adjusted EBITDA, recurring cash flow and recurring cash flow per share for the quarters ended March 31, 2009 and 2008 are computed as follows:

	For the Three Months Ended
	March 31,			March 31,
(in thousands, except per share amounts)	2009			2008
Net income (loss)	$	10,050		$	(13,173	)
Adjustments to increase (decrease) net income (loss):
Asset write-down charges		4,091			1,304
Acquisition and integration costs		—			2,504
Depreciation, amortization and accretion		133,176			132,033
Interest expense and amortization of deferred financing costs		105,587			89,145
Gains (losses) on purchases and redemptions of debt		(13,350	)		—
Net gain (loss) on interest rate swaps		(3,795	)		—
Interest and other income (expense)		246			(2,310	)
Benefit (provision) for income taxes		(1,491	)		(4,659	)
Stock-based compensation charges		7,882			6,155
Adjusted EBITDA	$	242,396		$	210,999
Less: Interest expense and amortization of deferred financing costs		105,587			89,145
Less: Sustaining capital expenditures		4,991			3,760
Recurring cash flow	$	131,818		$	118,094
Weighted average common shares outstanding — basic		285,913			279,340
Recurring cash flow per share	$	0.46		$	0.42

Adjusted EBITDA and recurring cash flow for the quarter ending June 30, 2009 and the year ending December 31, 2009 are forecasted as follows:

	Q2 2009	Full Year 2009
(in millions)	Outlook	Outlook
Net income (loss)	$(169) to $(116)	$(201) to $(81)
Adjustments to increase (decrease) net income (loss):
Asset write-down charges	$2 to $5	$10 to $19
Depreciation, amortization and accretion	$130 to $140	$518 to $548
Interest and other income (expense)	$(2) to $1	$(6) to $3
Net gain (loss) on interest rate swaps (a)	$105 to $105	$101 to $101
Gains (losses) on purchases and redemptions of debt	$98 to $108	$85 to $95
Interest expense and amortization of deferred financing costs(b)	$108 to $113	$440 to $445
Benefit (provision) for income taxes	$(91) to $(77)	$(118) to $(85)
Stock-based compensation charges	$6 to $9	$26 to $35
Adjusted EBITDA	$235 to $240	$960 to $975
Less: Interest expense and amortization of deferred financing costs(b)	$108 to $113	$440 to $445
Less: Sustaining capital expenditures	$8 to $10	$25 to $30
Recurring cash flow	$116 to $121	$490 to $505

(a)	Based on the interest rates and yield curves in effect as of April 28, 2009.
(b)	Inclusive of $11.6 million and $46.3 million, respectively, of non-cash expense.

News Release continued: Page 9 of 13

Other Calculations:

Sustaining capital expenditures for the quarters ended March 31, 2009 and 2008 is computed as follows:

	For the Three Months Ended
	March 31,		March 31,
(in thousands)	2009		2008
Capital Expenditures	$	39,284	$	61,686
Less: Revenue enhancing on existing sites		24,741		16,910
Less: Land purchases		3,392		27,047
Less: New site acquisition and construction		6,160		13,969
Sustaining capital expenditures	$	4,991	$	3,760

Site rental gross margin for the quarter ending June 30, 2009 and for the year ending December 31, 2009 is forecasted as follows:

	Q2 2009	Full Year 2009
(in millions)	Outlook	Outlook
Site rental revenues	$370 to $375	$1,500 to $1,515
Less: Site rental cost of operations	$115 to $120	$460 to $470
Site rental gross margin	$254 to $259	$1,035 to $1,050

Cautionary Language Regarding Forward-Looking Statements

This press release contains forward-looking statements and information that are based on our management’s current expectations. Such statements include, but are not limited to, plans, projections, Outlook and estimates regarding (i) leasing demand for our sites and towers, including new tenants resulting from leasing applications, (ii) the repayment, repurchase or refinancing of our debt, including timing with respect thereto, (iii) the growth of our business, (iv) the use and impact of the proceeds of our 9% senior notes and 7.75% senior secured notes offerings, (v) cash, cash equivalents and revolving credit facility availability, (vi) access to the credit markets, (vii) currency exchange rates, including the impact on our results, (viii) site rental revenues, (ix) site rental cost of operations, (x) site rental gross margin, (xi) Adjusted EBITDA, (xii) interest expense and amortization of deferred financing costs, (xiii) capital expenditures, including expenditures on land and new towers, revenue generating expenditures and sustaining capital expenditures, (xiv) recurring cash flow, including on a per share basis, (xv) net income (loss), including on a per share basis, and (xvi) the utility of certain financial measures in analyzing our results. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to prevailing market conditions and the following:

• We have a substantial amount of indebtedness, including our tower revenue notes which we anticipate refinancing or repaying within the next three years. In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt payment obligations.

• Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated.

• Our interest rate swaps are currently in a substantial liability position and will need to be cash settled within the next three years, which could adversely affect our financial condition.

• Our business depends on the demand for wireless communications and towers, and we may be adversely affected by any slowdown in such demand.

• A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial instability of, or network sharing among, any of our limited number of customers may materially decrease revenues.

News Release continued: Page 10 of 13

• Consolidation among our customers may result in duplicate or overlapping parts of networks, which may result in a reduction of sites and have a negative effect on revenues and cash flows.

• Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock.

• A wireless communications industry slowdown may materially and adversely affect our business (including reducing demand for our towers and network services) and the business of our customers.

• As a result of competition in our industry, including from some competitors with significantly more resources or less debt than we have, we may find it more difficult to achieve favorable rental rates on our towers.

• New technologies may significantly reduce demand for our towers and negatively impact our revenues.

• New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected.

• If we fail to retain rights to the land under our towers, our business may be adversely affected.

• If we are unable to raise capital in the future when needed, we may not be able to fund future growth opportunities.

• Our lease relating to our Spectrum has certain risk factors different from our core tower business, including that the Spectrum lease may not be renewed or continued, that the option to acquire the Spectrum may not be exercised, and that the Spectrum may not be deployed, which may result in the revenues derived from the Spectrum being less than those that may otherwise have been anticipated.

• If we fail to comply with laws and regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.

• Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results.

• If radio frequency emissions from wireless handsets or equipment on our towers are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs and revenues.

• Certain provisions of our certificate of incorporation, bylaws and operative agreements and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders.

• We are exposed to counterparty risk through our interest rate swaps and a counterparty default could adversely affect our financial condition.

• We may be adversely affected by our exposure to changes in foreign currency exchange rates relating to our operations in Australia.

Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the SEC.

News Release continued: Page 11 of 13

CROWN CASTLE INTERNATIONAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands)

	March 31,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	609,337		$	155,219
Restricted cash		159,019			147,852
Receivables, net of allowance for doubtful accounts		33,496			37,621
Deferred income tax assets		29,444			28,331
Prepaid expenses, deferred site rental receivables and other current assets		105,483			116,145
Total current assets		936,779			485,168
Restricted cash		5,000			5,000
Deferred site rental receivables		156,697			144,474
Property and equipment, net		4,992,087			5,060,126
Goodwill		1,983,950			1,983,950
Other intangible assets, net		2,514,048			2,551,332
Deferred financing costs and other assets, net of accumulated amortization		161,342			131,672
	$	10,749,903		$	10,361,722
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	26,135		$	33,808
Deferred rental revenues and other accrued liabilities		259,155			281,794
Interest rate swaps		48,291			52,539
Short-term debt and current maturities of long-term debt		225,517			466,217
Total current liabilities		559,098			834,358
Long-term debt, less current maturities		6,276,728			5,630,527
Deferred income tax liability		33,218			40,446
Interest rate swaps		442,043			488,632
Other liabilities		348,109			337,168
Total liabilities		7,659,196			7,331,131
Redeemable preferred stock		314,958			314,726
Stockholders’ equity		2,776,288			2,715,865
Noncontrolling interest		(539	)		—
Total equity		2,775,749			2,715,865
	$	10,749,903		$	10,361,722

News Release continued: Page 12 of 13

CROWN CASTLE INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
AND OTHER FINANCIAL DATA
(in thousands, except per share data)

	Three Months Ended
	March 31,
	2009			2008
Net revenues:
Site rental	$	367,667		$	345,033
Network services and other		35,243			25,588
Total net revenues		402,910			370,621
Costs of operations (exclusive of depreciation, amortization and accretion):
Site rental		109,698			112,380
Network services and other		22,061			18,411
Total costs of operations		131,759			130,791
General and administrative		36,637			34,986
Asset write-down charges		4,091			1,304
Acquisition and integration costs		—			2,504
Depreciation, amortization and accretion		133,176			132,033
Operating income (loss)		97,247			69,003
Interest expense and amortization of deferred financing costs		(105,587	)		(89,145	)
Gains (losses) on purchases and redemptions of debt		13,350			—
Net gain (loss) on interest rate swaps		3,795			—
Interest and other income (expense)		(246	)		2,310
Income (loss) before income taxes		8,559			(17,832	)
Benefit (provision) for income taxes		1,491			4,659
Net income (loss)		10,050			(13,173	)
Net income (loss) attributable to the noncontrolling interest		527			—
Net income (loss) attributable to CCIC stockholders		10,577			(13,173	)
Dividends on preferred stock		(5,201	)		(5,202	)
Net income (loss) attributable to CCIC common stockholders after deduction of dividends on preferred stock	$	5,376		$	(18,375	)
Net income (loss) attributable to CCIC common stockholders per common share:
Basic	$	0.02		$	(0.07	)
Diluted	$	0.02		$	(0.07	)
Weighted average common shares outstanding:
Basic		285,913			279,340
Diluted		287,608			279,340
Adjusted EBITDA	$	242,396		$	210,999
Stock-based compensation expenses:
Site rental cost of operations	$	203		$	298
Network services and other cost of operations		252			133
General and administrative		7,427			5,724
Total	$	7,882		$	6,155

News Release continued: Page 13 of 13

CROWN CASTLE INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)

	Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	10,050		$	(13,173	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion		133,176			132,033
Gains on purchases and redemptions of long-term debt		(13,350	)		—
Amortization of deferred financing costs and other non-cash interest		9,890			5,530
Stock-based compensation expense		6,976			5,418
Asset write-down charges		4,091			1,304
Deferred income tax benefit (provision)		(3,234	)		(6,308	)
Income (expense) from forward-starting interest rate swaps		(3,795	)		—
Other adjustments, net		821			(1,074	)
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in liabilities		(22,298	)		(22,364	)
Decrease (increase) in assets		(4,269	)		(33,574	)
Net cash provided by (used for) operating activities		118,058			67,792
Cash flows from investing activities:
Proceeds from disposition of property and equipment		2,431			104
Capital expenditures		(39,284	)		(61,686	)
Net cash provided by (used for) investing activities		(36,853	)		(61,582	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		813,744			—
Proceeds from issuance of capital stock		4,076			946
Principal payments on long-term debt		(1,625	)		(1,625	)
Purchases and redemptions of long-term debt		(226,707	)		—
Purchases of capital stock		(1,052	)		(42,365	)
Borrowings (payments) under revolving credit agreements		(169,400	)		75,000
Payments for financing costs		(28,552	)		(1,502	)
Net (increase) decrease in restricted cash		(11,167	)		(10,324	)
Dividends on preferred stock		(4,969	)		(4,969	)
Net cash provided by (used for) financing activities		374,348			15,161
Effect of exchange rate changes on cash		(1,435	)		616
Net increase (decrease) in cash and cash equivalents		454,118			21,987
Cash and cash equivalents at beginning of period		155,219			75,245
Cash and cash equivalents at end of period	$	609,337		$	97,232
Supplemental disclosure of cash flow information:
Interest paid	$	80,578		$	82,385
Income taxes paid		2,207			939

CCI FACT SHEET Q1 2008 to Q1 2009
dollars in thousands

	Q1 ’08			Q1 ’09			% Change
CCUSA
Site Rental Revenues	$	323,748		$	350,695			8	%
Ending Sites		22,416			22,481			0	%
CCAL
Site Rental Revenues	$	21,285		$	16,972			-20	%
Ending Sites		1,440			1,590			10	%
TOTAL CCIC
Site Rental Revenues	$	345,033		$	367,667			7	%
Ending Sites		23,856			24,071			1	%
Ending Cash and Cash Equivalents	$	97,232	*	$	609,337	*
Debt
Bank Debt	$	793,500		$	637,000
Securitized Debt & Other Notes	$	5,349,978		$	5,865,245
Total Debt	$	6,143,478		$	6,502,245
6 1/4% Convertible Preferred Stock	$	314,030		$	314,958
Leverage Ratios
Net Bank Debt + Bonds / EBITDA		7.2X			6.1X
Total Net Debt / EBITDA		7.5X			6.4X
Last Quarter Annualized Adjusted EBITDA	$	843,996		$	969,584

* Excludes Restricted Cash

CROWN CASTLE INTERNATIONAL CORP.
Summary Fact Sheet
(dollars in thousands)

	Quarter Ended 6/30/08						Quarter Ended 9/30/08						Quarter Ended 12/31/08						Quarter Ended 3/31/09
	CCUSA		CCAL		CCIC		CCUSA		CCAL		CCIC		CCUSA		CCAL		CCIC		CCUSA		CCAL		CCIC
Revenues
Site Rental	$	328,952	$	19,571	$	348,523	$	332,715	$	21,269	$	353,984	$	339,262	$	15,757	$	355,019	$	350,695	$	16,972	$	367,667
Services		27,016		3,974		30,990		27,972		2,392		30,364		34,570		2,433		37,003		33,451		1,792		35,243
Total Revenues		355,968		23,545		379,513		360,687		23,661		384,348		373,832		18,190		392,022		384,146		18,764		402,910
Operating Expenses
Site Rental		107,474		6,272		113,746		109,757		6,001		115,758		109,233		5,006		114,239		104,979		4,719		109,698
Services		20,320		1,500		21,820		18,878		1,663		20,541		20,803		877		21,680		20,919		1,142		22,061
Total Operating Expenses		127,794		7,772		135,566		128,635		7,664		136,299		130,036		5,883		135,919		125,898		5,861		131,759
General & Administrative		33,845		4,647		38,492		33,220		4,217		37,437		35,342		3,329		38,671		33,309		3,328		36,637
Add: Stock-Based Compensation		6,622		937		7,559		6,346		754		7,100		7,510		443		7,953		6,976		906		7,882
Adjusted EBITDA	$	200,951	$	12,063	$	213,014	$	205,178	$	12,534	$	217,712	$	215,964	$	9,421	$	225,385	$	231,915	$	10,481	$	242,396

	Quarter Ended 6/30/08									Quarter Ended 9/30/08									Quarter Ended 12/31/08									Quarter Ended 3/31/09
	CCUSA			CCAL			CCIC			CCUSA			CCAL			CCIC			CCUSA			CCAL			CCIC			CCUSA			CCAL			CCIC
Gross Margins:
Site Rental		67	%		68	%		67	%		67	%		72	%		67	%		68	%		68	%		68	%		70	%		72	%		70	%
Services		25	%		62	%		30	%		33	%		30	%		32	%		40	%		64	%		41	%		37	%		36	%		37	%
Adjusted EBITDA Margin		56	%		51	%		56	%		57	%		53	%		57	%		58	%		52	%		57	%		60	%		56	%		60	%

Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP Financial Measure:
(dollars in thousands)

	Quarter Ended
	6/30/2008			9/30/2008			12/31/2008			3/31/2009
Net income (loss)	$	60,339		$	(32,207	)	$	(63,817	)	$	10,050
Adjustments to increase (decrease) net income (loss):
Asset write-down charges		4,993			2,902			7,689			4,091
Acquisition and integration costs		—			—			—			—
Depreciation, amortization and accretion		131,896			131,714			130,799			133,176
Gains (losses) on purchases and redemptions of debt		—			—			(42	)		(13,350	)
Interest and other income (expense)		(206	)		847			(431	)		246
Net gain (loss) on interest rate swaps		—			(2,404	)		40,292			(3,795	)
Interest expense, amortization of deferred financing costs		88,757			88,138			88,074			105,587
Impairment of available-for-sale securities		—			23,718			32,150			—
Benefit (provision) for income taxes		(80,324	)		(2,096	)		(17,282	)		(1,491	)
Stock-based compensation		7,559			7,100			7,953			7,882
Adjusted EBITDA	$	213,014		$	217,712		$	225,385		$	242,396