Crown Castle International Reports Fourth Quarter and Full Year 2005 Results and Raises 2006 Outlook

HOUSTON, Feb. 28 /PRNewswire-FirstCall/ -- Crown Castle International Corp. today reported results for the fourth quarter ended December 31, 2005.

Site rental revenue for the fourth quarter of 2005 increased 11.2% to $155.4 million, up $15.7 million from $139.8 million for the same period in 2004. Site rental gross margin, defined as site rental revenue less site rental cost of operations, increased 15.2% to $105.5 million, up $13.9 million from $91.6 million for the same period in 2004. Adjusted EBITDA for the fourth quarter of 2005 increased $16.1 million, or 21.6%, to $90.4 million, up from $74.4 million for the same period in 2004.

Recurring cash flow, defined as Adjusted EBITDA less interest expense less sustaining capital expenditures, increased $25.5 million, or 84.9%, to $55.5 million for the fourth quarter of 2005, compared to $30.0 million for the fourth quarter of 2004. Weighted average common shares outstanding decreased to 213.5 million for the fourth quarter of 2005 from 222.8 million for the same period in the prior year. Recurring cash flow per share, defined as recurring cash flow divided by weighted average common shares outstanding, improved to $0.26 in the fourth quarter of 2005 compared to $0.13 in the fourth quarter of 2004.

Net loss was $23.3 million for the fourth quarter of 2005, inclusive of a $9.0 million charge from the cumulative effect of a change in accounting principle, compared to a net loss of $87.7 million for the same period in 2004, inclusive of $39.4 million of losses from the retirement of debt. Net loss after deduction of dividends on preferred stock was $44.0 million in the fourth quarter of 2005, inclusive of a $9.0 million charge from the cumulative effect of a change in accounting principle, compared to a net loss of $97.4 million for the same period last year, inclusive of $39.4 million of losses from the retirement of debt. Fourth quarter 2005 net loss per share was $0.21, compared to a net loss per share of $0.44 in last year's fourth quarter.

Site rental revenue for the full year 2005 increased 10.9% to $597.1 million, up $58.8 million from $538.3 million for the full year 2004. Site rental gross margin for the full year 2005 increased 12.9% to $399.8 million, up $45.7 million from $354.0 million for the full year 2004. Adjusted EBITDA for the full year 2005 increased $47.9 million, or 16.7%, to $335.1 million, up from $287.1 million for the full year 2004.

Recurring cash flow increased $116.8 million, or 165.5%, to $187.4 million for the full year 2005, from $70.6 million for the full year 2004. Weighted average common shares outstanding decreased to 217.8 million for the full year 2005, from 221.7 million for the full year 2004. Recurring cash flow per share improved to $0.86 for the full year 2005, compared to $0.32 for the full year 2004.

Net loss was $401.5 million for the full year 2005, inclusive of $295.8 million in losses from the retirement of debt and a $9.0 million charge from the cumulative effect of a change in accounting principle, compared to net income of $233.1 million for the full year 2004, inclusive of $534.7 million in income from discontinued operations (primarily from the sale of Crown Castle UK) and $63.8 million in losses from the retirement of debt. Net loss after deduction of dividends on preferred stock was $450.9 million for the full year 2005, inclusive of $295.8 million in losses from the retirement of debt and a $9.0 million charge from the cumulative effect of a change in accounting principle, compared to net income of $194.5 million in the full year 2004, inclusive of $534.7 million in income from discontinued operations (primarily from the sale of Crown Castle UK) and $63.8 million in losses from the retirement of debt. Full year 2005 net loss per share was $2.07 compared to net income per share of $0.88 for the full year 2004, inclusive of $2.42 per share in income from discontinued operations.

"I am very pleased with our fourth quarter 2005 performance as we doubled annualized recurring cash flow per share during the last 12 months," stated John P. Kelly, President and Chief Executive Officer of Crown Castle. "Our strong site rental revenue growth of 11.2% was driven by robust tenant additions on our towers as our customers continued to enhance their wireless networks. We remain excited about the outlook for growth in site rental revenue for 2006 as we are seeing activity from all of our major customers, as well as increasing activity from new wireless entrants."

SEGMENT RESULTS

US site rental revenue for the fourth quarter of 2005 increased $14.6 million, or 11.3%, to $143.8 million, compared to fourth quarter of 2004 US site rental revenue of $129.2 million. US site rental gross margin for the fourth quarter of 2005 increased $12.8 million, or 14.9%, to $98.5 million, compared to fourth quarter of 2004 US site rental gross margin of $85.7 million.

Australia site rental revenue for the fourth quarter of 2005 increased $1.0 million, or 9.5%, to $11.5 million, compared to $10.5 million in the fourth quarter of 2004. Australia site rental gross margin for the fourth quarter of 2005 increased $1.3 million, or 23.2%, to $7.2 million, compared to fourth quarter of 2004 Australia site rental gross margin of $5.9 million.

INVESTMENTS

During the fourth quarter of 2005, Crown Castle invested approximately $251.8 million in capital expenditures and purchases of its common shares and 8 1/4% Convertible Preferred Stock. During the quarter, Crown Castle purchased approximately 0.9 million shares of its common stock using $21.8 million in cash at an average price of $24.72. On December 16, 2005, Crown Castle exercised its redemption right to purchase its 8 1/4% Convertible Preferred Stock, which had a conversion price of $26.875, using approximately $204 million in cash, thereby removing the potential dilution of 7.44 million shares, or 3.5% of common shares outstanding. Common shares outstanding -- basic and diluted -- were 214.1 million on December 31, 2005.

Also, during the fourth quarter of 2005, Crown Castle spent $25.9 million on capital expenditures, comprised of $4.4 million of sustaining capital expenditures and $21.5 million of revenue generating capital expenditures, of which $8.8 million was spent on existing sites, $5.8 million on land purchases and $6.9 million on the construction of new sites.

"In 2005, we invested approximately $310 million to purchase approximately 16 million common shares and approximately $423 million to eliminate the potential dilution of 18.3 million shares from our 8 1/4% Convertible Preferred Stock and 4% Convertible Notes," stated Ben Moreland, Chief Financial Officer of Crown Castle. "We believe these purchases of current and potential shares outstanding were the highest and best use of our capital and will positively impact long-term recurring cash flow per share growth. In 2006, we will strive to continue to make prudent capital investments through the purchase or construction of towers, improvements to our existing towers and the purchase of our common shares. We plan to consistently evaluate our potential capital investments based on their expected impact to long-term recurring cash flow per share, and we remain focused on our long-term goal of growing recurring cash flow per share by 20% to 25%."

On November 30, 2005, Crown Castle announced it had amended and increased its revolving credit facility from $275 million to $325 million. The outstanding amount of the revolving credit facility was $295 million at December 31, 2005.

NON-CASH ADJUSTMENTS

As previously announced on February 13, 2006, Crown Castle determined that certain non-cash adjustments should be recorded primarily related to errors in its lease accounting practices. The non-cash adjustments resulted in a net aggregate $19.0 million improvement in net income (loss) for historical periods prior to October 1, 2005, comprised of a decrease in site rental revenue of $0.7 million, a decrease in ground rent expense (a component of site rental costs of operations) of $12.1 million, an increase in non-cash compensation expense (included in general and administrative expenses) of $0.8 million, a decrease in depreciation expense of $12.1 million, and a decrease in minority interest of $3.7 million. The adjustments do not affect cash flow or the timing of lease payments.

All prior period financial information discussed in this release has been restated to reflect the non-cash adjustments. The net impacts of the changes in our lease accounting on site rental revenues, site rental costs of operations and Adjusted EBITDA in 2004 and 2005 are set forth on the following tables* (in millions):

Site Rental Revenue Q1 '04 Q2 '04 Q3 '04 Q4 '04 Full Year 2004 US $0.4 $0.4 $0.4 $0.4 $1.6 Australia (0.2) (0.2) (0.2) (0.2) (0.8) Total 0.2 0.2 0.2 0.2 0.8 Site Rental Cost of Operations US 0.0 0.0 0.0 0.0 0.1 Australia 0.0 0.0 0.0 0.0 0.0 Total 0.0 0.0 0.0 0.0 0.1 Impact on Adjusted EBITDA 0.2 0.2 0.2 0.2 0.7 Site Rental Revenue Q1 '05 Q2 '05 Q3 '05 9 months ended September 2005 US $0.5 $0.5 $0.5 $1.5 Australia 0.0 0.0 0.0 0.1 Total 0.5 0.5 0.5 1.6 Site Rental Cost of Operations US 0.6 0.6 0.6 1.8 Australia 0.0 0.0 0.0 0.1 Total 0.6 0.6 0.6 1.9 Impact on Adjusted EBITDA (0.1) (0.1) (0.1) (0.3) * Columns and rows may not sum due to rounding OUTLOOK

The following outlook tables are based on current expectations and assumptions and assume a US Dollar to Australian dollar exchange rate of 0.735 US dollars to 1.00 Australian dollars. 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.

The outlook for the full year 2006 reflects $5 million of increases to site rental revenue and site rental gross margin and $8 million of increases to Adjusted EBITDA and recurring cash flow from the full year 2006 outlook provided on December 1, 2005.

The following tables set forth Crown Castle's current outlook: (dollars in millions, except per share amounts) First Quarter 2006 Full Year 2006 Site rental revenue $159 to 161 $660 to 670 Site rental cost of operations $50 to 52 $208 to 212 Site rental gross margin $108 to 110 $450 to 460 Adjusted EBITDA $90 to 92 $378 to 388 Interest expense $32 to 33 $126 to 129 Sustaining capital expenditures $4 to 5 $11 to 15 Recurring cash flow $54 to 56 $234 to 244 Net loss after deduction of dividends on preferred stock $(22) to (14) $(85) to (46) Net loss per share* $(0.10) to (0.06) $(0.40) to (0.22) * Based on shares outstanding at December 31, 2005 CONFERENCE CALL DETAILS

Crown Castle has scheduled a conference call for Wednesday, March 1, 2006 at 10:30 a.m. eastern time to discuss the fourth quarter and the full year 2005 results and Crown Castle's Outlook. Please dial 303-262-2050 and ask for the Crown Castle call at least 10 minutes prior to the start time. A telephonic replay of the conference call will be available through March 8, 2006, and may be accessed by calling 303-590-3000 and using pass code 11053782#. An audio archive will also be available on Crown Castle's website at http://www.crowncastle.com/ shortly after the call and will be accessible for approximately 90 days.

Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 76 of the top 100 U.S. markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 11,000 and over 1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle, please visit http://www.crowncastle.com/ .

Non-Cash Compensation

Crown Castle incurs non-cash compensation charges related to the issuance of restricted stock and stock options to certain employees and executives. Beginning in the first quarter of 2005 and in accordance with the provisions of SEC Staff Accounting Bulletin No. 107, Crown Castle began classifying all non-cash compensation as components of cost of operations and general and administrative costs. In prior periods, Crown Castle had shown non-cash compensation as a separate line-item on its income statement. Prior period amounts of non-cash compensation have been reclassified for comparison purposes.

Asset Retirement Obligations

The Company adopted FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations -- an interpretation of FASB Statement No. 143, on December 31, 2005. SFAS 143 requires a liability to be recorded if the fair value of the obligation can be reasonably estimated. The types of asset retirement obligations that are covered by FIN 47 are those for which an entity has a legal obligation to perform an asset retirement activity, but the timing and (or) method of settling the obligation are conditional on a future event that may or may not be within the control of the entity. The adoption of FIN 47 resulted in the recognition of liabilities of $14.1 million for contingent retirement obligations under certain tower site land leases (included in other long-term liabilities), asset retirement costs of $5.1 million (included in property and equipment), and the recognition of a charge for the cumulative effect of the change in accounting principle of $9.0 million.

Summary of Non-Cash Amounts In Tower Gross Margin

In accordance with applicable accounting standards, Crown Castle recognizes site rental revenues and ground lease expenses monthly on a straight-line basis, regardless of whether the receipts and payments are in equal monthly amounts. An agreement, related to an acquisition in Australia, provides the seller with a rent-free period at the beginning of the lease term, and other agreements call for rent to be prepaid for a specified period. If, and to the extent the payment terms call for fixed escalations (as in fixed dollar or fixed percentage increases), the effect of such increases is recognized on a straight-line basis over the appropriate lease term. As a result of this accounting method, a portion of the revenue and expense recognized in a given period represents cash collected or paid in other periods.

A summary of the non-cash portions of our site rental revenues, ground lease expense and resulting impact on site rental gross margins is as follows:

(dollars in thousands) For the For the Three Months Twelve Months Ended Ended Dec. 31, 2005 Dec. 31, 2005 Non-Cash portion of site rental revenues: Amounts attributable to rent-free periods $1,650 $6,971 Amounts attributable to straight-line recognition of fixed escalations $2,006 $9,085 $3,656 $16,056 Non-Cash portion of ground lease expense: Amounts attributable to straight-line recognition of fixed escalations $4,018 $17,013 Non-Cash compensation charges $93 $715 Non-Cash impact on site rental gross margins: $(455) $(1,672) 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 cumulative effect of change in accounting principle, income (loss) from discontinued operations, minority interests, (provision) for income taxes, interest expense, amortization of deferred financing costs, interest and other income (expense), depreciation, amortization and accretion, operating non-cash compensation charges, asset write-down charges and restructuring charges (credits). Adjusted EBITDA is not intended as an alternative measure of cash flow from operations or operating results (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. Sustaining capital expenditures are defined as capital expenditures (determined in accordance with GAAP) which do not increase the capacity or term of an asset. 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. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures.

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

Adjusted EBITDA and recurring cash flow are computed as follows: For the Three Months For the Twelve Months Ended Ended (dollars in thousands) Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2005 2004 2005 2004 (As restated) (As restated) Net income (loss) $(23,303) $(87,651) $(401,537) $233,107 Cumulative effect of change in accounting principle 9,031 --- 9,031 --- Income (loss) from discontinued operations, net of tax --- 427 (848) (534,688) Minority interests (760) (1,168) (3,525) (398) Benefit (provision) for income taxes 2,817 149 3,225 (5,370) Interest expense and amortization of deferred financing costs 30,544 40,599 133,806 206,770 Interest and other income (expense) (2,592) 37,985 282,443 78,264 Depreciation, amortization and accretion 69,986 72,774 281,118 284,991 Operating non-cash compensation charges 3,947 3,228 19,947 13,088 Asset write-down charges 773 3,836 2,925 7,652 Restructuring charges (credits) --- 4,207 8,477 3,729 Adjusted EBITDA $90,443 $74,386 $335,062 $287,145 Less: Interest expense and amortization of deferred financing costs 30,544 40,599 133,806 206,770 Less: Sustaining capital expenditures 4,449 3,790 13,845 9,795 Recurring cash flow $55,450 $29,997 $187,411 $70,580 Recurring cash flow per share is computed as follows: (dollars and shares in thousands) For the For the Three Months Twelve Months Ended Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2005 2004 2005 2004 (As restated) (As restated) Recurring cash flow $55,450 $29,997 $187,411 $70,580 Weighted average common shares outstanding 213,532 222,783 217,759 221,693 Recurring cash flow per share $0.26 $0.13 $0.86 $0.32 Adjusted EBITDA and recurring cash flow for the quarter ending March 31, 2006 and the year ending December 31, 2006 are forecasted as follows: (dollars in millions) Q1 2006 Outlook Full Year 2006 Outlook Net income (loss) $(17) to (9) $(66) to (27) Minority interests 0 to (1) 0 to (5) Benefit (provision) for income taxes 0 to 1 1 to 3 Interest expense and amortization of deferred financing costs 32 to 33 126 to 129 Interest and other income (expense) 0 to (1) 0 to 5 Depreciation, amortization and accretion 70 to 72 280 to 300 Non-cash compensation charges 0 to 2 4 to 6 Asset write-down charges 0 to 2 4 to 6 Restructuring charges (credits) --- --- Adjusted EBITDA $90 to 92 $378 to 388 Less: Interest expense 32 to 33 126 to 129 Less: Sustaining capital expenditures 4 to 5 11 to 15 Recurring cash flow $54 to 56 $234 to 244 Other Calculations: Sustaining capital expenditures is computed as follows: For the Three Months For the Twelve Months Ended Ended (dollars in thousands) Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2005 2004 2005 2004 (As restated) (As restated) Capital expenditures $25,879 $14,111 $64,678 $42,918 Less: Revenue enhancing on existing sites 8,766 7,623 22,690 23,592 Less: Land purchases 5,791 501 9,777 2,528 Less: New site construction 6,873 2,197 18,366 7,003 Sustaining capital expenditures $4,449 $3,790 $13,845 $9,795 Site rental gross margin for the quarter ending March 31, 2006 and for the year ending December 31, 2006 is forecasted as follows: (dollars in millions) Q1 2006 Full Year 2006 Outlook Outlook Site rental revenue $159 to 161 $660 to 670 Less: Site rental cost of operations 50 to 52 208 to 212 Site rental gross margin $108 to 110 $450 to 460 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 and estimates regarding (i) growth in our business, demand for our towers and leasing rates and activity, (ii) the development and deployment of Modeo's broadcast network and service, including contemplated timing and services to be offered, (iii) the impact of the purchases of our securities, (iv) our capital investments, including the availability and type of investments and the impact of and return on our investments, (v) currency exchange rates, (vi) site rental revenue, (vii) site rental cost of operations, (viii) site rental gross margin, (ix) Adjusted EBITDA, (x) interest expense, (xi) sustaining capital expenditures, (xii) recurring cash flow (including recurring cash flow per share) and (xiv) net income (loss). Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to prevailing market conditions and the following:

* Our business depends on the demand for wireless communications and towers, and we may be adversely affected by any slowdown in such demand. * The loss or consolidation of, network sharing among, or financial instability of any of our limited number of customers may materially decrease revenues. * An economic or wireless telecommunications industry slowdown may materially and adversely affect our business and the business of our customers. * Our substantial level of indebtedness may adversely affect our ability to react to changes in our business and limit our ability to use debt to fund future capital needs. * We operate in a competitive industry, and some of our competitors have significantly more resources or less debt than we do. * Technology changes may significantly reduce the demand for site leases and negatively impact the growth in our revenues. * 2.5G/3G and other technologies may not deploy or be adopted by customers as rapidly or in the manner projected. * We generally lease or sublease the land under our sites and towers and may not be able to extend these leases. * We may need additional financing, which may not be available, for strategic growth opportunities. * Restrictive covenants on our debt instruments may limit our ability to take actions that may be in our best interests. * Modeo's business has certain risk factors different from our core tower business, including an unproven business model, and may produce results that are less than anticipated, resulting in a write off of all or part of such business and its assets. * FiberTower's business has certain risk factors different from our core tower business, including an unproven business model, and may produce results that are less than anticipated, resulting in a write off of all or part of such investment. * Laws and regulations, which may change at any time and with which we may fail to comply, regulate our business. * We are heavily dependent on our senior management. * Our network services business has historically experienced significant volatility in demand, which reduces the predictability of our results. * We may suffer from future claims if radio frequency emissions from wireless handsets or equipment on our towers are demonstrated to cause negative health effects. * 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. * Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common stock. * Disputes with customers and suppliers may adversely affect results. * Our operations in Australia expose us to changes in foreign currency exchange rates.

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 Securities and Exchange Commission.

Crown Castle International Corp. Unaudited Condensed Consolidated Statement of Operations And Other Financial Data (in thousands, except per share data) Three Months Ended Years Ended December 31, December 31, 2005 2004 2005 2004 (As restated) (As restated) Net revenues: Site rental $ 155,446 $ 139,755 $ 597,125 $ 538,309 Network services and other 23,180 17,986 79,634 65,893 Total net revenues 178,626 157,741 676,759 604,202 Costs of operations (exclusive of depreciation, amortization and accretion): Site rental (including non-cash compensation charges) 49,959 48,159 197,355 184,273 Network services and other (including non-cash compensation charges) 15,426 12,894 54,630 46,752 General and administrative (including non-cash compensation charges) 24,959 25,096 105,763 97,665 Corporate development 1,786 434 3,896 1,455 Restructuring charges (including non-cash compensation charges) --- 4,207 8,477 3,729 Asset write-down charges 773 3,836 2,925 7,652 Depreciation, amortization and accretion 69,986 72,774 281,118 284,991 Operating income (loss) 15,737 (9,659) 22,595 (22,315) Interest and other income (expense) 2,592 (37,985) (282,443) (78,264) Interest expense and amortization of deferred financing costs (30,544) (40,599) (133,806) (206,770) Income (loss) from continuing operations before income taxes and minority interests (12,215) (88,243) (393,654) (307,349) Benefit (provision) for income taxes (2,817) (149) (3,225) 5,370 Minority interests 760 1,168 3,525 398 Income (loss) from continuing operations (14,272) (87,224) (393,354) (301,581) Discontinued operations: Income (loss) from discontinued operations, net of tax --- (1,623) (1,953) 40,578 Net gain on disposal of discontinued operations, net of tax --- 1,196 2,801 494,110 Income (loss) from discontinued operations, net of tax --- (427) 848 534,688 Income (loss) before cumulative effect of change in accounting principle (14,272) (87,651) (392,506) 233,107 Cumulative effect of change in accounting principle (9,031) --- (9,031) --- Net income (loss) (23,303) (87,651) (401,537) 233,107 Dividends on preferred stock, net of losses on purchases of preferred stock. (20,706) (9,754) (49,356) (38,618) Net loss after deduction of dividends on preferred stock $ (44,009) $(97,405) $(450,893) $ 194,489 Per common share - basic and diluted: Loss from continuing operations $ (0.17) $ (0.43) $ (2.03) $ (1.54) Income from discontinued operations --- (0.01) --- 2.42 Cumulative effect of change in accounting principle (0.04) --- (0.04) --- Net income (loss) $ (0.21) $ (0.44) $ (2.07) $ 0.88 Weighted average common shares outstanding - basic and diluted 213,532 222,783 217,759 221,693 Adjusted EBITDA $ 90,443 $ 74,386 $ 335,062 $ 287,145 Non-cash compensation charges: Site rental non-cash compensation charges $ 93 $ 211 $ 715 $ 553 Network services non-cash compensation charges 44 107 349 280 General and administrative non-cash compensation charges 3,810 2,910 18,883 12,255 Total operating non-cash compensation charge 3,947 3,228 19,947 13,088 Restructuring non-cash compensation charges --- 2,859 6,424 2,859 Total non-cash compensation charges from continuing operations $ 3,947 $ 6,087 $ 26,371 $ 15,947 Crown Castle International Corp. Unaudited Condensed Consolidated balance sheet (in thousands) December 31, 2005 2004 (As restated) ASSETS Current assets: Cash and cash equivalents $65,408 $566,707 Receivables, net of allowance for doubtful accounts 16,830 28,366 Deferred site rental receivable 9,307 6,395 Prepaid expenses and other current assets 37,811 33,552 Restricted cash (including amounts returned on January 15, 2006 of $34,253) 91,939 --- Assets of discontinued operations --- 3,693 Total current assets 221,295 638,713 Restricted cash 3,814 --- Property and equipment, net of accumulated depreciation 3,294,333 3,375,022 Goodwill 340,412 332,492 Deferred site rental receivable 87,392 82,343 Deferred financing costs and other assets, net of accumulated amortization 184,071 145,997 $4,131,317 $4,574,567 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $12,230 $12,168 Accrued interest 8,281 43,308 Accrued compensation and related benefits 16,231 15,445 Deferred rental revenues and other accrued liabilities 132,472 116,326 Liabilities of discontinued operations --- 568 Long-term debt, current maturities 295,000 97,250 Total current liabilities 464,214 285,065 Long-term debt, less current maturities 1,975,686 1,753,148 Deferred ground lease payable 118,747 102,502 Other liabilities 55,559 44,302 Total liabilities 2,614,206 2,185,017 Minority interests 26,792 32,016 Redeemable preferred stock 311,943 508,040 Stockholders' equity 1,178,376 1,849,494 $4,131,317 $4,574,567 Note: In accordance with the Indenture Agreement governing the Notes, all rental cash receipts for the month are restricted and held by the trustee. Amounts in excess of reserve balances as calculated by the trustee are returned to the Company on the 15th of the subsequent month. Crown Castle International Corp. Unaudited Condensed Consolidated Statement of Cash flows (in thousands) Twelve Months Ended December 31, 2005 2004 (As restated) Cash flows from operating activities: Net income (loss) $(401,537) $233,107 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation, amortization and accretion 281,118 284,991 Losses on purchases of long-term debt 283,797 77,659 Non-cash compensation charges 26,371 15,947 Amortization of deferred financing costs and discounts on long-term debt 6,174 9,512 Asset write-down charges 2,925 7,652 Equity in losses and write-downs of unconsolidated affiliates 4,674 5,945 Loss (income) from discontinued operations (848) (534,688) Minority interests (3,525) (398) Interest rate swap termination payment 655 --- Amortization of interest rate swap payment 572 --- Cumulative effect of change in accounting principle 9,031 --- Changes in assets and liabilities: Increase (decrease) in accrued interest (35,027) (5,755) Increase (decrease) in accounts payable 149 2,386 Increase (decrease) in deferred rental revenues, deferred ground lease payables and other liabilities 33,767 10,181 Decrease (increase) in receivables 11,221 20,557 Decrease (increase) in inventories, prepaid expenses, deferred site rental receivable and other assets (15,021) (8,774) Net cash provided by (used for) operating activities 204,496 118,322 Cash flows from investing activities: Maturities of investments --- 517,500 Purchases of investments --- (490,900) Proceeds from investments and disposition of property and equipment 2,827 3,237 Acquisitions of assets and minority interest in joint ventures (147,255) (295,000) Capital expenditures (64,678) (42,918) Investments in unconsolidated affiliates and other (55,034) (11,119) Net cash provided by (used for) investing activities (264,140) (319,200) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,900,000 --- Proceeds from issuance of capital stock 59,054 32,094 Principal payments on long-term debt --- (1,289,750) Purchases and redemptions of long-term debt (1,848,222) (353,958) Purchases of common stock (314,889) (59,364) Purchases and redemption of preferred stock (200,000) --- Borrowings under revolving credit agreements 295,000 --- Payments under revolving credit agreements (180,000) (15,000) Incurrence of financing costs (32,405) (444) Initial funding of restricted cash (48,873) --- Net (increase) decrease in restricted cash (46,880) --- Interest rate swap payments (6,381) --- Dividends on preferred stock (21,624) --- Net cash provided by (used for) financing activities (445,220) (1,686,422) Effect of exchange rate changes on cash (408) 1,178 Discontinued operations 3,973 2,043,245 Net decrease in cash and cash equivalents (501,299) 157,123 Cash and cash equivalents at beginning of period 566,707 409,584 Cash and cash equivalents at end of period $65,408 $566,707 Supplemental disclosure of cash flow information: Interest paid $158,165 $199,836 Income taxes paid (refund) (including ($2,385) and $11,000 related to CCUK) (1,864) 11,630 CROWN CASTLE INTERNATIONAL CORP. Summary Fact Sheet (in $ thousands) Quarter Ended 3/31/05 CCUSA CCAL EmB CCIC Revenues Site Rental 131,189 10,218 61 141,468 Services 14,138 2,041 --- 16,179 Total Revenues 145,327 12,259 61 157,647 Operating Expenses Site Rental 43,600 4,644 79 48,323 Services 10,277 915 276 11,468 Total Operating Expenses 53,877 5,559 355 59,791 General & Administrative 19,058 2,836 652 22,546 Operating Cash Flow 72,392 3,864 (946) 75,310 Corporate Development --- --- 432 432 Add: Non-Cash Compensation 1,505 14 28 1,547 Adjusted EBITDA 73,897 3,878 (1,350) 76,425 Quarter Ended 3/31/05 CCUSA CCAL EmB CCIC Gross Margins: Site Rental 67% 55% N/M 66% Services 27% 55% N/M 29% Operating Cash Flow Margins 50% 32% N/M 48% Adjusted EBITDA Margin 51% 32% N/M 48% CROWN CASTLE INTERNATIONAL CORP. Summary Fact Sheet (in $ thousands) Quarter Ended 6/30/05 CCUSA CCAL EmB CCIC Revenues Site Rental 134,037 13,305 67 147,409 Services 19,082 1,736 --- 20,818 Total Revenues 153,119 15,041 67 168,227 Operating Expenses Site Rental 43,839 4,441 122 48,402 Services 13,092 924 387 14,403 Total Operating Expenses 56,931 5,365 509 62,805 General & Administrative 19,966 3,256 778 24,000 Operating Cash Flow 76,222 6,420 (1,220) 81,422 Corporate Development --- --- 787 787 Add: Non-Cash Compensation 1,623 107 133 1,863 Adjusted EBITDA 77,845 6,527 (1,874) 82,498 Quarter Ended 6/30/05 CCUSA CCAL EmB CCIC Gross Margins: Site Rental 67% 67% N/M 67% Services 31% 47% N/M 31% Operating Cash Flow Margins 50% 43% N/M 48% Adjusted EBITDA Margin 51% 43% N/M 49% CROWN CASTLE INTERNATIONAL CORP. Summary Fact Sheet (in $ thousands) Quarter Ended 9/30/05 CCUSA CCAL EmB CCIC Revenues Site Rental 140,294 12,444 64 152,802 Services 17,519 1,938 --- 19,457 Total Revenues 157,813 14,382 64 172,259 Operating Expenses Site Rental 46,242 4,314 115 50,671 Services 12,048 754 531 13,333 Total Operating Expenses 58,290 5,068 646 64,004 General & Administrative 30,039 2,835 1,384 34,258 Operating Cash Flow 69,484 6,479 (1,966) 73,997 Corporate Development --- --- 891 891 Add: Non-Cash Compensation 11,822 109 659 12,590 Adjusted EBITDA 81,306 6,588 (2,198) 85,696 Quarter Ended 9/30/05 CCUSA CCAL EmB CCIC Gross Margins: Site Rental 67% 65% N/M 67% Services 31% 61% N/M 31% Operating Cash Flow Margins 44% 45% N/M 43% Adjusted EBITDA Margin 52% 46% N/M 50% CROWN CASTLE INTERNATIONAL CORP. Summary Fact Sheet (in $ thousands) Quarter Ended 12/31/05 CCUSA CCAL EmB CCIC Revenues Site Rental 143,843 11,513 89 155,446 Services 21,797 1,382 --- 23,180 Total Revenues 165,641 12,896 89 178,626 Operating Expenses Site Rental 45,356 4,299 304 49,959 Services 14,361 733 332 15,426 Total Operating Expenses 59,717 5,033 636 65,385 General & Administrative 21,219 2,861 880 24,959 Operating Cash Flow 84,705 5,002 (1,426) 88,281 Corporate Development 194 --- 1,592 1,786 Add: Non-Cash Compensation 3,686 114 147 3,947 Adjusted EBITDA 88,197 5,116 (2,871) 90,443 Quarter Ended 12/31/05 CCUSA CCAL EmB CCIC Gross Margins: Site Rental 68% 63% N/M 68% Services 34% 47% N/M 33% Operating Cash Flow Margins 51% 39% N/M 49% Adjusted EBITDA Margin 53% 40% N/M 51% Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP Financial Measure: (in $ thousands) Quarter Ended 3/31/2005 6/30/2005 9/30/2005 12/31/2005 Net income (loss) $(126,947) $(225,751) $(25,536) $(23,303) Income (loss) from discontinued operations, net of tax 1,499 (2,347) --- --- Minority interests (1,204) (727) (834) (760) Credit (provision) for income taxes 144 147 117 2,817 Interest expense, amortization of deferred financing costs 39,269 35,393 28,600 30,544 Interest and other income (expense) 83,017 202,635 (617) (2,592) Depreciation, amortization and accretion 70,187 70,730 70,215 69,986 Operating non-cash compensation charges 1,547 1,863 12,590 3,947 Asset write-down charges 436 555 1,161 773 Cumulative effect of change in accounting principle --- --- --- 9,031 Restructuring charges (credits) 8,477 --- --- --- Adjusted EBITDA $76,425 $82,498 $85,696 $90,443 CCI FACT SHEET Q4 2005 $ in thousands Q4 '04 Q4 '05 %Change CCUSA Site Rental Revenue $129,242 $143,843 11% Ending Sites 10,612 11,074 4% CCAL Site Rental Revenue $10,513 $11,513 10% Ending Sites 1,388 1,385 0% CC EmB Site Rental Revenue $0 $89 N/A Ending Sites --- --- N/A TOTAL CCIC Site Rental Revenue $139,755 $155,446 11% Ending Sites 12,000 12,459 4% Ending Cash and Investments $566,707 $65,408* Debt Bank Debt $97,250 $295,000 Bonds $1,753,148 $1,975,686 6 1/4% & 8 1/4% Convertible Preferred Stock $508,040 $311,943 Total Debt $2,358,438 $2,582,629 Leverage Ratios Net Bank Debt / Adjusted EBITDA N/A N/A Net Bank Debt + Bonds / Adjusted EBITDA 4.3X 6.1X Total Net Debt / Adjusted EBITDA 6.0X 7.0X Last Quarter Annualized Adjusted EBITDA $297,544 $361,771 *Excludes Restricted Cash of $95.8 million