Crown Castle (CCI) 8-K Reports Second Quarter 2004 Results

[Crown Castle Letterhead]

Exhibit 99.1

New Release

Contacts:	W. Benjamin Moreland, CFO
	Jay Brown, Treasurer
	Crown Castle International Corp.
	713-570-3000

CROWN CASTLE INTERNATIONAL

REPORTS SECOND QUARTER 2004 RESULTS

July 28, 2004 – HOUSTON, TEXAS – Crown Castle International Corp. (NYSE:CCI) today reported results for the second quarter ended June 30, 2004. Results from Crown Castle’s UK subsidiary have been classified as discontinued operations, pending the closing of the previously announced sale.

Site rental revenue for the second quarter of 2004 increased 12.7 percent to $131.4 million, up $14.8 million from $116.6 million for the same period in the prior year. Operating income improved to $3.5 million in the second quarter of 2004 from $(10.0) million in the second quarter of 2003, an increase of $13.5 million.

Net loss was $39.6 million for the second quarter of 2004 compared to a net loss of $80.8 million for the same period in 2003. Net loss after deduction of dividends on preferred stock was $48.9 million in the second quarter of 2004 compared to a loss of $100.9 million for the same period last year. Second quarter net loss per share was $(0.22) compared to a loss per share of $(0.47) in last year’s second quarter.

OPERATING RESULTS

US site rental revenue for the second quarter of 2004 increased $10.3 million, or 9.3 percent, to $120.8 million, from $110.5 million for the same period in 2003. US site rental gross margin, defined as site rental revenue less site rental cost of operations, increased 13.0% to $82.5 million, up $9.5 million in the second quarter of 2004 from the same period in 2003. On a consolidated basis, site rental gross margin, defined as site rental revenue less site rental cost of operations, increased 16.8% to $89.5 million, up $12.9 million in the second quarter of 2004 from the same period in 2003. These results approximate same tower sales and gross margin as over 99% of Crown Castle’s sites were in operation for the 12 months preceding June 30, 2004.

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“We are very pleased with the second quarter results and the growth we continue to see in our core business,” stated John P. Kelly, President and Chief Executive Officer of Crown Castle. “In the past year, we have achieved $51.6 million growth in annualized recurring gross margin on $54.4 million of additional annualized recurring revenue, while total general and administrative costs have remained unchanged. Based on our signed leases to date and our expected leasing during the second half of the year, we expect US leasing to increase approximately 25% this year compared to last year.”

Net cash from operating activities for the second quarter of 2004 was $35.2 million. Free cash flow, defined as net cash from operating activities less capital expenditures, was a source of cash of $22.6 million for the second quarter of 2004. For the second quarter of 2004, total capital expenditures were $12.7 million, comprised of $3.5 million of maintenance capital expenditures and $9.2 million of revenue generating capital expenditures. Crown Castle had $232.5 million of cash and cash equivalents as of June 30, 2004.

SALE OF UK SUBSIDIARY

On June 28, 2004, Crown Castle announced it had signed a definitive agreement to sell its UK subsidiary to National Grid Transco Plc for $2.035 billion in cash. Crown Castle will use approximately $1.3 billion of the proceeds from the transaction to fully repay Crown Castle Operating Company’s credit facility. Crown Castle expects to use the remaining net proceeds of approximately $740 million to repay debt or to invest in new business opportunities in the US.

As a result of the announced transaction, Crown Castle’s UK operations have been classified as discontinued operations. The closing date of the transaction, subject to certain approvals, is expected to be on or before September 30, 2004.

“We are continuing to proceed with closing the sale of the UK business,” stated W. Benjamin Moreland, Chief Financial Officer of Crown Castle. “We are finalizing a refinancing plan for the new balance sheet that we are targeting will deliver significant interest expense savings by January 1, 2005.”

OUTLOOK

The following statements and outlook table are based on current expectations and assumptions and assume a US dollar to Australian dollar exchange rate of 0.70 US dollars to 1.00 Australian dollar. This Outlook section contains forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to

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differ from the forward-looking statements herein are set forth below and in Crown Castle’s filings with the Securities and Exchange Commission.

Crown Castle has increased its 2004 Outlook for Site Rental Revenue from between $524 million and $528 million to between $525 million and $530 million and Adjusted EBITDA from between $270 million and $280 million to between $280 million and $287 million. Based primarily on increased leasing activity, Crown Castle has raised its 2004 outlook for revenue generating capital expenditures from between $23 million and $30 million to between $33 million and $40 million.

The following table sets forth Crown Castle’s current outlook for the third quarter and full year 2004 (dollars in millions):

	Third Quarter 2004		Full Year 2004
Site Rental Revenue	$	134 to 136	$	525 to 530
Adjusted EBITDA	$	70 to 73	$	280 to 287
Maintenance capital expenditures	$	2 to 3	$	7 to 10
Revenue generating capital expenditures	$	13 to 15	$	33 to 40

The following table sets forth Crown Castle’s current outlook for 2005(dollars in millions):

	2005 Outlook
Site Rental Revenue	$	565 to 575
Adjusted EBITDA	$	310 to 320
Net cash provided by operating activities	$	225 to 245
Maintenance capital expenditures	$	7 to 10
Revenue generating capital expenditures	$	23 to 30
Free cash flow	$	195 to 215

The Outlook above does not include results from our UK subsidiary. Crown Castle has not issued 2004 Outlook for net cash provided by operating activities and free cash flow because of the impact the timing of the expected closing of the sale of the UK subsidiary will have on 2004 interest expense. Crown Castle’s 2005 Outlook for net cash provided by operating activities includes expected savings from interest expense reductions that may be achieved through refinancings and further debt reductions associated with the application of sales proceeds and cash

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balances, and refinancings. Free cash flow is defined as net cash provided by operating activities less all capital expenditures (both maintenance and revenue generating capital expenditures).

CONFERENCE CALL DETAILS

Crown Castle has scheduled a conference call for Thursday, July 29, 2004, at 9:30 a.m. eastern time to discuss second quarter results and Crown Castle’s Outlook. Please dial 303-205-0044 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 from 11:30 a.m. eastern time on Thursday, July 29, 2004, through 11:59 p.m. eastern time on Thursday, August 5, 2004, and may be accessed by dialing 303-590-3000 using passcode 11003229#. An audio archive will also be available on the company’s website athttp://www.crowncastle.com shortly after the call and will be accessible for approximately 90 days.

Pro forma for the previously announced sale of Crown Castle UK, Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers and rooftops. Crown Castle offers significant wireless communications coverage to 68 of the top 100 United States markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 10,600 and over 1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle visit:http://www.crowncastle.com.

Non-GAAP Financial Measures:

This press release includes presentations of Free Cash Flow and Adjusted EBITDA, which are non-GAAP financial measures. Crown Castle defines Free Cash Flow as net cash provided by operating activities less capital expenditures (both amounts from the Consolidated Statement of Cash Flows). Crown Castle defines Adjusted EBITDA as net 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 and dividends on preferred stock, interest and other income (expense), depreciation, amortization and accretion, non-cash general and administrative compensation charges, asset write-down charges and restructuring charges (credits). Free Cash Flow and Adjusted EBITDA are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with generally accepted accounting principles). Further, our measure of Free Cash Flow and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Free Cash Flow is presented as additional information because management believes it to be a useful indicator of our ability to execute our business strategy without reliance on additional borrowing or the use of our cash and cash equivalents. Adjusted EBITDA is presented as additional information because management believes it to be a useful indicator of the current financial performance of our core businesses. In addition, Adjusted EBITDA is the measure of current financial performance generally used in our debt covenant calculations. The tables set forth below reconcile these non-GAAP financial measures to comparable GAAP financial measures. Our results under GAAP are set forth in the financial statements following this press release.

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

Free Cash Flow is computed as follows:

(In thousands of dollars)	For the Three Months Ended
	June 30, 2004			June 30, 2003
Net cash provided by operating activities	$	35,232		$	29,600
Less: Capital expenditures		(12,681	)		(7,989	)
Free Cash Flow	$	22,551		$	21,611

Free Cash Flow for the year ending December 31, 2005 is forecasted as follows:

(in millions of dollars)	Full Year 2005 Outlook
Net cash provided by operating activities	$	225.0 to 245.0
Less: Capital expenditures	$	(30.0) to (40.0)
Free Cash Flow	$	195.0 to 215.0

Adjusted EBITDA is computed as follows:

(in thousands of dollars)	Three Months Ended June 30,
	2004			2003
Net loss	$	(39,594	)	$	(80,831	)
Income from discontinued operations, net of tax		(16,455	)		(2,099	)
Minority interests		1,463			730
Provision for income taxes		184			127
Interest expense and amortization of deferred financing costs		56,568			63,809
Interest and other income (expense)		1,349			8,271
Depreciation, amortization and accretion		61,119			60,763
Non-cash general and administrative compensation charges		6,203			5,834
Asset write-down charges		1,868			1,380
Restructuring charges (credits)		—			2,349
Adjusted EBITDA	$	72,705		$	60,333

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Adjusted EBITDA for the quarter ending September 30, 2004 is forecasted as follows:

(in millions of dollars)	Q3 2004 Outlook
Net income (loss)	$	527.0 to 557.0
Cumulative effect of change in accounting principle		—
Income from discontinued operations		(560.0) to (630.0	)
Minority interests		0.5 to 2.5
Provision for income taxes		0.1 to 0.2
Interest expense, amortization of deferred financing costs and dividends on preferred stock		55.0 to 59.0
Interest and other (income) expense		1.0 to 2.5
Depreciation, amortization and accretion		60.0 to 62.0
Non-cash general and administrative compensation charges		1.4 to 1.5
Asset write-down charges		1.5 to 2.0
Restructuring charges		—
Adjusted EBITDA	$	70.0 to 73.0

Adjusted EBITDA for the year ending December 31, 2004 and the year ending December 31, 2005 is forecasted as follows:

(in millions of dollars)	Full Year 2004 Outlook			Full Year 2005 Outlook
Net income (loss)	$	326.9 to 480.0		$(21.3) to (51.3)
Cumulative effect of change in accounting principle		—		—
Income from discontinued operations		(560.0) to (630.0	)	—
Minority interests		(1.0) to 4.0		(1.0) to 4.0
Provision for income taxes		0.5 to 1.0		0.0 to 2.0
Interest expense, amortization of deferred financing costs and dividends on preferred stock		183.3 to 207.0		71.5 to 81.5
Interest and other (income) expense		19.8 to 26.2		19.8 to 23.8
Depreciation, amortization and accretion		221.0 to 251.0		221.0 to 251.0
Non-cash general and administrative compensation charges		12.0 to 14.0		12.0 to 14.0
Asset write-down charges		3.8 to 7.6		1.9 to 3.0
Restructuring charges		—		—
Adjusted EBITDA	$	280.0 to 287.0		$310.0 to 320.0

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) demand and leasing rates for our sites and towers, (ii) our ability to close the sale of our UK business (“UK Transaction”) in the time frame anticipated or at all, (iii) the use of proceeds from the UK Transaction, (iv) the effect of the UK Transaction on our financial and operating position, (v) potential refinancing plans, (vi) potential interest expense reduction, (vii) currency exchange rates, (viii) revenues, (ix) net cash provided by operating activities, (x) adjusting EBITDA (xi) capital expenditures, and (xii) free cash flow, including free cash flow per share. Such forward-looking statements are

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subject to certain risks, uncertainties and assumptions, including but not limited to prevailing market conditions and the following:

Ø 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.

Ø Restrictive covenants on our debt instruments may limit our ability to take actions that may be in our best interests. If we fail to comply with our covenants, our debt may be accelerated.

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

Ø The loss, consolidation, network sharing or financial instability of any of our limited number of customers may materially decrease revenues.

Ø An economic or wireless telecommunications industry slowdown may materially and adversely affect our business and the business of our customers.

Ø We operate in a competitive industry and some of our competitors have significantly more resources or less debt than we do.

Ø Technology changes may significantly reduce the demand for site leases and negatively impact our revenues.

Ø 2.5G/3G and other technologies, including digital terrestrial television, may not deploy or be adopted by customers as rapidly or in the manner projected.

Ø We generally lease or sublease the land under our sites and towers and may not be able to maintain these leases.

Ø Our international operations expose us to changes in foreign currency exchange rates.

Ø We may need additional financing, which may not be available for strategic growth opportunities or contractual obligations.

Ø Fluctuations in market interest rates may increase interest expense relating to our floating rate indebtedness.

Ø Laws and regulations, which may change at any time and with which we may fail to comply, regulate our business.

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

Ø We are heavily dependent on our senior management.

Ø We may suffer from future claims if radio frequency emissions from equipment on our sites and towers are demonstrated to cause negative health effects.

Ø 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.

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

Ø Disputes with customers and suppliers may adversely affect results.

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.

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Crown Castle International Corp.

Condensed Consolidated Statement of Operations

And Other Financial Data

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net revenues:
Site rental	$	131,363		$	116,646		$	260,332		$	230,481
Network services and other		18,513			19,629			33,216			36,548
Total net revenues		149,876			136,275			293,548			267,029
Costs of operations:
Site rental		41,843			39,985			82,778			80,593
Network services and other		12,272			12,819			23,268			24,430
Total costs of operations		54,115			52,804			106,046			105,023
General and administrative		22,685			22,220			44,295			42,738
Corporate development		371			918			810			2,538
Restructuring charges (credits)		—			2,349			(33	)		2,349
Asset write-down charges		1,868			1,380			3,816			1,380
Non-cash general and administrative compensation charges		6,203			5,834			8,418			7,728
Depreciation, amortization and accretion		61,119			60,763			122,344			122,226
Operating income (loss)		3,515			(9,993	)		7,852			(16,953	)
Interest and other income (expense)		(1,349	)		(8,271	)		(26,376	)		(10,834	)
Interest expense and amortization of deferred financing costs		(56,568	)		(63,809	)		(113,890	)		(127,520	)
Loss from continuing operations before income taxes, minority interests and cumulative effect of change in accounting principle		(54,402	)		(82,073	)		(132,414	)		(155,307	)
Provision for income taxes		(184	)		(127	)		(337	)		(243	)
Minority interests		(1,463	)		(730	)		(2,809	)		(1,287	)
Loss from continuing operations before cumulative effect of change in accounting principle		(56,049	)		(82,930	)		(135,560	)		(156,837	)
Income from discontinued operations, net of tax		16,455			2,099			30,999			7,541
Loss before cumulative effect of change in accounting principle		(39,594	)		(80,831	)		(104,561	)		(149,296	)
Cumulative effect of change in accounting principle for asset retirement obligations		—			—			—			(551	)
Net loss		(39,594	)		(80,831	)		(104,561	)		(149,847	)
Dividends on preferred stock, net of gains (losses) on purchases of preferred stock		(9,332	)		(20,081	)		(19,028	)		(34,452	)
Net loss after deduction of dividends on preferred stock, net of gains (losses) on purchases of preferred stock	$	(48,926	)	$	(100,912	)	$	(123,589	)	$	(184,299	)
Per common share – basic and diluted:
Loss from continuing operations before cumulative effect of change in accounting principle	$	(0.29	)	$	(0.48	)	$	(0.70	)	$	(0.88	)
Income from discontinued operations		0.07			0.01			0.14			0.03
Cumulative effect of change in accounting principle		—			—			—			—
Net loss	$	(0.22	)	$	(0.47	)	$	(0.56	)	$	(0.85	)
Common shares outstanding – basic and diluted		221,853			215,969			220,574			216,464
Adjusted EBITDA (before restructuring and asset write-down charges):
Site rental	$	82,197		$	69,933		$	163,609		$	136,881
Network services and other (before corporate development expenses)		(9,121	)		(8,682	)		(20,402	)		(17,613	)
Adjusted EBITDA before corporate development expenses		73,076			61,251			143,207			119,268
Corporate development		(371	)		(918	)		(810	)		(2,538	)
Total Adjusted EBITDA	$	72,705		$	60,333		$	142,397		$	116,730

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Crown Castle International Corp.

Condensed Consolidated Balance Sheet

(in thousands)

	June 30, 2004		December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	232,503	$	462,427
Receivables, net of allowance for doubtful accounts		35,652		38,219
Inventories		9,308		9,615
Prepaid expenses and other current assets		30,714		32,133
Assets of discontinued operations		2,020,628		2,026,267
Total current assets		2,328,805		2,568,661
Property and equipment, net of accumulated depreciation		3,622,355		3,755,073
Goodwill		267,071		267,071
Deferred financing costs and other assets, net of accumulated amortization		151,975		146,786
	$	6,370,206	$	6,737,591
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,060	$	9,785
Accrued interest		43,705		49,063
Accrued compensation and related benefits		10,392		13,397
Deferred rental revenues and other accrued liabilities		97,043		106,384
Liabilities of discontinued operations		355,072		353,544
Long-term debt, current maturities		1,275,385		267,142
Total current liabilities		1,790,657		799,315
Long-term debt, less current maturities		1,898,752		3,182,850
Other liabilities		52,803		55,978
Total liabilities		3,742,212		4,038,143
Minority interests		207,700		208,333
Redeemable preferred stock		507,371		506,702
Stockholders’ equity		1,912,923		1,984,413
	$	6,370,206	$	6,737,591

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Crown Castle International Corp.

Condensed Consolidated Statement of Cash flows

	Three Months Ended June 30,
	2004			2003
Cash flows from operating activities:
Net loss	$	(39,594	)	$	(80,831	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion		61,119			60,763
Non-cash general and administrative compensation charges		6,203			5,834
Amortization of deferred financing costs and discounts on long-term debt		2,813			17,378
Asset write-down charges		1,868			1,380
Minority interests and loss on issuance of interest in joint venture		1,463			8,844
Equity in losses (earnings) and write-downs of unconsolidated affiliates		1,405			1,380
Income from discontinued operations		(16,455	)		(2,099	)
Changes in assets and liabilities:
Increase in accrued interest		12,475			14,079
Increase in deferred rental revenues and other liabilities		3,275			1,128
Decrease in inventories, prepaid expenses and other assets		1,091			2,980
Increase (decrease) in accounts payable		924			(4,427	)
(Increase) decrease in receivables		(1,355	)		3,191
Net cash provided by operating activities		35,232			29,600
Cash flows from investing activities:
Proceeds from disposition of property and equipment		1,065			—
Capital expenditures		(12,681	)		(7,989	)
Investments in affiliates and other		(305	)		(12,973	)
Maturities of investments		—			14,808
Acquisition of minority interest in joint venture		—			(5,873	)
Net cash used for investing activities		(11,921	)		(12,027	)
Cash flows from financing activities:
Proceeds from issuance of capital stock		22,711			896
Purchases of capital stock		(12,901	)		(38,688	)
Principal payments on long-term debt		(11,615	)		(4,750	)
Net borrowings (payments) under revolving credit agreements		—			(10,000	)
Net cash used for financing activities		(1,805	)		(52,542	)
Effect of exchange rate changes on cash		(1,185	)		2,026
Discontinued operations		40,697			15,695
Net increase (decrease) in cash and cash equivalents		61,018			(17,248	)
Cash and cash equivalents at beginning of period		171,485			476,950
Cash and cash equivalents at end of period	$	232,503		$	459,702
Supplemental disclosure of cash flow information:
Interest paid	$	40,065		$	32,319
Income taxes paid		184			126

CROWN CASTLE INTERNATIONAL CORP.

Summary Fact Sheet

(in $ thousands)

	Quarter Ended 9/30/03						Quarter Ended 12/31/03
	US		AUS		CCIC		US		AUS		CCIC
Revenues
Site Rental	113,387		6,740		120,127		117,686		7,860		125,546
Services	16,361		1,035		17,396		17,561		811		18,372
Total Revenues	129,748		7,775		137,523		135,247		8,671		143,918
Operating Expenses
Site Rental	37,298		2,764		40,062		39,353		3,167		42,520
Services	9,668		510		10,178		11,604		534		12,138
Total Operating Expenses	46,966		3,274		50,240		50,957		3,701		54,658
General & Administrative
Site Rental	4,319		2,037		6,356		4,889		2,451		7,340
Services	15,066		—		15,066		15,561		—		15,561
Total General & Administrative	19,385		2,037		21,422		20,450		2,451		22,901
Operating Cash Flow
Site Rental	71,770		1,939		73,709		73,444		2,242		75,686
Services	(8,373	)	525		(7,848	)	(9,604	)	277		(9,327	)
Total Pre-Overhead Cash Flow	63,397		2,464		65,861		63,840		2,519		66,359
Corporate Overhead	1,039		—		1,039		1,987		—		1,987
Adjusted EBITDA	62,358		2,464		64,822		61,853		2,519		64,372
	Quarter Ended 9/30/03						Quarter Ended 12/31/03
	US		AUS		CCIC		US		AUS		CCIC
Gross Margins:
Site Rental	67	%	59	%	67	%	67	%	60	%	66	%
Services	41	%	51	%	41	%	34	%	34	%	34	%
Operating Cash Flow Margins
Site Rental	63	%	29	%	61	%	62	%	29	%	60	%
Services	-51	%	51	%	-45	%	-55	%	34	%	-51	%
Adjusted EBITDA Margin	48	%	32	%	47	%	46	%	29	%	45	%
	Quarter Ended 3/31/04						Quarter Ended 6/30/04
	US		AUS		CCIC		US		AUS		CCIC
Revenues
Site Rental	120,695		8,274		128,969		120,827		10,536		131,363
Services	13,499		1,204		14,703		17,390		1,123		18,513
Total Revenues	134,194		9,478		143,672		138,217		11,659		149,876
Operating Expenses
Site Rental	37,233		3,702		40,935		38,332		3,511		41,843
Services	10,268		728		10,996		11,591		681		12,272
Total Operating Expenses	47,501		4,430		51,931		49,923		4,192		54,115
General & Administrative
Site Rental	4,242		2,380		6,622		4,693		2,630		7,323
Services	14,988		—		14,988		15,362		—		15,362
Total General & Administrative	19,230		2,380		21,610		20,055		2,630		22,685
Operating Cash Flow
Site Rental	79,220		2,192		81,412		77,802		4,395		82,197
Services	(11,757	)	476		(11,281	)	(9,563	)	442		(9,121	)
Total Pre-Overhead Cash Flow	67,463		2,668		70,131		68,239		4,837		73,076
Corporate Overhead	439		—		43		371		—		371
Adjusted EBITDA	67,024		2,668		69,692		67,868		4,837		72,705
	Quarter Ended 3/31/04						Quarter Ended 6/30/04
	US		AUS		CCIC		US		AUS		CCIC
Gross Margins:
Site Rental	69	%	55	%	68	%	68	%	67	%	68	%
Services	24	%	40	%	25	%	33	%	39	%	34	%
Operating Cash Flow Margins
Site Rental	66	%	26	%	63	%	64	%	42	%	63	%
Services	-87	%	40	%	-77	%	-55	%	39	%	-49	%
Adjusted EBITDA Margin	50	%	28	%	49	%	49	%	41	%	49	%

Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP

Financial Measure:

(in $ thousands)

	Quarter Ended
	09/30/2003			12/31/2003			03/31/2004			06/30/2004
Net loss	$	(99,678	)	$	(148,840	)	$	(64,967	)	$	(39,594	)
Income from discontinued operations, net of tax		(5,076	)		2,159			(14,544	)		(16,455	)
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefits		—			—			—			—
Minority interests		(151	)		1,258			1,346			1,463
Provision for income taxes		85			137			153			184
Interest expense, amortization of deferred financing costs and dividends on preferred stock		62,408			68,906			57,322			56,568
Interest and other income (expense)		35,104			72,521			25,027			1,349
Depreciation, amortization and accretion		60,846			61,378			61,225			61,119
Non-cash general and administrative compensation charges		6,205			53			2,215			6,203
Asset write-down charges		6,137			6,800			1,948			1,868
Restructuring charges (credits)		(1,058	)		—			(33	)		—
Adjusted EBITDA	$	64,822		$	64,372		$	69,692		$	72,705

CROWN CASTLE INTERNATIONAL CORP.

Summary Fact Sheet

Restricted and Unrestricted Subsidiaries

(in $ thousands)

	Quarter Ended 9/30/03
	Restricted		Crown Atlantic		Other		CCIC
Revenues
Site Rental	94,620		25,507		—		120,127
Services	14,034		3,362		—		17,396
Total Revenues	108,654		28,869		—		137,523
Operating Expenses
Site Rental	31,162		8,900		—		40,062
Services	9,349		829		—		10,178
Total Operating Expenses	40,511		9,729		—		50,240
General & Administrative
Site Rental	5,899		457		—		6,356
Services	12,664		988		1,414		15,066
Total General & Administrative	18,563		1,445		1,414		21,422
Operating Cash Flow
Site Rental	57,559		16,150		—		73,709
Services	(7,979	)	1,545		(1,414	)	(7,848	)
Total Pre-Overhead Cash Flow	49,580		17,695		(1,414	)	65,861
Corporate Overhead	1,039		—		—		1,039
Adjusted EBITDA	48,541		17,695		(1,414	)	64,822
	Quarter Ended 9/30/03
	Restricted		Crown Atlantic		Other		CCIC
Gross Margins:
Site Rental	67	%	65	%	—		67	%
Services	33	%	75	%	—		41	%
Operating Cash Flow Margins
Site Rental	61	%	63	%	—		61	%
Services	-57	%	46	%	—		-45	%
Adjusted EBITDA Margin	45	%	61	%	N/A		47	%
	Quarter Ended 12/31/03
	Restricted		Crown Atlantic		Other		CCIC
Revenues
Site Rental	98,047		27,499		—		125,546
Services	15,227		3,145		—		18,372
Total Revenues	113,274		30,644		—		143,918
Operating Expenses
Site Rental	32,724		9,796		—		42,520
Services	10,010		2,128		—		12,138
Total Operating Expenses	42,734		11,924		—		54,658
General & Administrative
Site Rental	6,769		571		—		7,340
Services	12,680		1,198		1,683		15,561
Total General & Administrative	19,449		1,769		1,683		22,901
Operating Cash Flow
Site Rental	58,554		17,132		—		75,686
Services	(7,463	)	(181	)	(1,683	)	(9,327	)
Total Pre-Overhead Cash Flow	51,091		16,951		(1,683	)	66,359
Corporate Overhead	1,987		—		—		1,987
Adjusted EBITDA	49,104		16,951		(1,683	)	64,372

	Quarter Ended 12/31/03
	Restricted		Crown Atlantic		Other		CCIC
Gross Margins:
Site Rental	67	%	64	%	—		66	%
Services	34	%	32	%	—		34	%
Operating Cash Flow Margins
Site Rental	60	%	62	%	—		60	%
Services	-49	%	-6	%	—		-51	%
Adjusted EBITDA Margin	43	%	55	%	N/A		45	%
	Quarter Ended 3/31/04
	Restricted		Crown Atlantic		Other		CCIC
Revenues
Site Rental	100,896		28,073		—		128,969
Services	13,178		1,525		—		14,703
Total Revenues	114,074		29,598		—		143,672
Operating Expenses
Site Rental	31,427		9,508		—		40,935
Services	9,373		1,623		—		10,996
Total Operating Expenses	40,800		11,131		—		51,931
General & Administrative
Site Rental	6,163		459		—		6,622
Services	12,325		989		1,674		14,988
Total General & Administrative	18,488		1,448		1,674		21,610
Operating Cash Flow
Site Rental	63,306		18,106		—		81,412
Services	(8,520	)	(1,087	)	(1,674	)	(11,281	)
Total Pre-Overhead Cash Flow	54,786		17,019		(1,674	)	70,131
Corporate Overhead	439		—		—		439
Adjusted EBITDA	54,347		17,019		(1,674	)	69,692
	Quarter Ended 3/31/04
	Restricted		Crown Atlantic		Other		CCIC
Gross Margins:
Site Rental	69	%	66	%	—		68	%
Services	29	%	-6	%	—		25	%
Operating Cash Flow Margins
Site Rental	63	%	64	%	—		63	%
Services	-65	%	-71	%	—		-77	%
Adjusted EBITDA Margin	48	%	58	%	N/A		49	%
	Quarter Ended 6/30/04
	Restricted		Crown Atlantic		Other		CCIC
Revenues
Site Rental	103,650		27,713		—		131,363
Services	16,110		2,138		265		18,513
Total Revenues	119,760		29,851		265		149,876
Operating Expenses
Site Rental	32,561		9,282		—		41,843
Services	10,284		1,670		318		12,272
Total Operating Expenses	42,845		10,952		318		54,115
General & Administrative
Site Rental	6,847		476		—		7,323
Services	13,365		802		1,195		15,362
Total General & Administrative	20,212		1,278		1,195		22,685
Operating Cash Flow
Site Rental	64,242		17,955		—		82,197
Services	(7,539	)	(334	)	(1,248	)	(9,121	)
Total Pre-Overhead Cash Flow	56,703		17,621		(1,248	)	73,076
Corporate Overhead	371		—		—		371
Adjusted EBITDA	56,332		17,621		(1,248	)	72,705
	Quarter Ended 6/30/04
	Restricted		Crown Atlantic		Other		CCIC
Gross Margins:
Site Rental	69	%	67	%	—		68	%
Services	36	%	22	%	-20	%	34	%
Operating Cash Flow Margins
Site Rental	62	%	65	%	—		63	%
Services	-47	%	-16	%	-471	%	-49	%
Adjusted EBITDA Margin	47	%	59	%	-471	%	49	%

Reconciliation of Non-GAAP Financial Measure (Adjusted EBITDA) to GAAP

Financial Measure:

(in $ thousands)

	Quarter Ended
	09/30/2003			12/31/2003			03/31/2004			06/30/2004
Net loss	$	(99,678	)	$	(148,840	)	$	(64,967	)	$	(39,594	)
Income from discontinued operations, net of tax		(5,076	)		2,159			(14,544	)		(16,455	)
Cumulative effect of change in accounting principle for asset retirement obligations, net of related income tax benefits		—			—			—			—
Minority interests		(151	)		1,258			1,346			1,463
Provision for income taxes		85			137			153			184
Interest expense, amortization of deferred financing costs and dividends on preferred stock		62,408			68,906			57,322			56,568
Interest and other income (expense)		35,104			72,521			25,027			1,349
Depreciation, amortization and accretion		60,846			61,378			61,225			61,119
Non-cash general and administrative compensation charges		6,205			53			2,215			6,203
Asset write-down charges		6,137			6,800			1,948			1,868
Restructuring charges (credits)		(1,058	)		—			(33	)		—
Adjusted EBITDA	$	64,822		$	64,372		$	69,692		$	72,705

CCI FACT SHEET Q2 2004

$ in thousands

	Q2 ‘03		Q2 ‘04		% Change
CCUSA and Crown Atlantic
Site Rental Revenue	$	110,504	$	120,827	9	%
Ending Sites		10,718		10,608	-1	%
CCAUS
Site Rental Revenue	$	6,142	$	10,536	72	%
Ending Sites		1,387		1,388	0	%
TOTAL CCIC
Site Rental Revenue	$	116,646	$	131,363	13	%
Ending Sites		12,105		11,996	-1	%
Ending Cash and Investments	$	523,158	$	232,503
Debt
Bank Debt	$	1,019,424	$	1,455,385
Bonds	$	2,167,414	$	1,718,752
12 3/4% Preferred Stock	$	223,904	$	0
6 1/4% & 8 1/4% Convertible Preferred Stock	$	506,033	$	507,371
Total Debt	$	3,916,775	$	3,681,508
Leverage Ratios
Net Bank Debt / EBITDA*		2.1X		4.2X
Net Bank Debt + Bonds / EBITDA*		12.0X		10.1X
Total Net Debt / EBITDA*		14.1X		11.9X
*Last Quarter Annualized Adjusted EBITDA	$	241,332	$	290,820