Summary of CROWN CASTLE INTERNATIONAL CORP

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") included in our 2011 Form 10-K. Capitalized terms used but not defined in this Item have the same meaning given to them in our 2011 Form 10-K. Unless this Form 10-Q indicates otherwise or the context requires, the terms "we," "our," "our company," "the company," or "us" as used in this Form 10-Q refer to Crown Castle International Corp. and its subsidiaries. The following discussion is exclusive of the impact of the Proposed T-Mobile Transaction. However, we have included the impact of the issuance of the 5.25% Senior Notes in the following discussion, from which we expect to use the net proceeds to partially fund the Proposed T-Mobile Transaction.

General Overview
Overview
We own, operate or lease shared wireless infrastructure, including: (1) towers,
(2) distributed antenna systems, a type of small cell, and (3) third party land interests, including ground lease related assets. Our core business is renting space on our towers, small cells and third party land interests via long-term contracts in various forms. Revenues generated from our core site rental business represented 87% of our third quarter 2012 consolidated net revenues, of which 94% was attributable to our CCUSA operating segment. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in a prior year. See our 2011 Form 10-K for a further discussion of our business, including our long-term strategy, growth trends in the wireless communications industry and our wireless infrastructure portfolio. The following are certain highlights of our business fundamentals as of and for the nine months ended September 30, 2012.

•         Potential growth resulting from wireless network expansion and new
          entrants (see also the discussion below of wireless industry reports)


?             We expect wireless carriers will continue their focus on improving
              network quality and expanding capacity by adding additional
              antennas and other equipment on our wireless infrastructure.


?             We expect existing and potential new wireless carrier demand for
              our wireless infrastructure will result from (1) next generation
              technologies, (2) continued development of mobile internet
              applications, (3) adoption of other emerging and embedded wireless
              devices, (4) increasing smartphone penetration, and (5) wireless
              carrier focus on improving coverage and capacity.


?             Substantially all of our wireless infrastructure can accommodate
              additional tenancy, either as currently constructed or with
              appropriate modifications to the structure.

? U.S. wireless carriers continue to invest in their networks.

?             We expect our site rental revenues will grow approximately 13% from
              full year 2011 to full year 2012. We expect our new tenant
              additions will contribute in excess of 12% to the year-over-year
              growth in site rental revenues from full year 2011 to full year
              2012. We have effectively pre-sold via a firm contractual
              commitment a significant portion of the modification of the
              existing installations relating to certain 4G upgrades. We have
              done so by increasing the future contracted revenue above that of a
              typical escalation over a period of time, typically a three to four
              year period. As a result, for any given period, the increase in
              cash revenue may not translate into a corresponding increase in
              reported revenues from the application of straight-line revenue
              recognition. Our 2012 site rental revenue growth expectations
              assume approximately 1%, net contribution to growth from the
              existing base of business (which has historically contributed
              approximately 2% to 4% per annum to our site rental revenue growth)
              as the increase attributable to lease escalations and straight-line
              impact of renewals is expected to be offset by the timing of
              expected cancellation of customer contracts due to prior wireless
              carrier consolidation. We do not expect any of our customers'
              network enhancement deployments and any related non-renewal of
              customer contracts, including Sprint's Network Vision and
              corresponding iDEN leases, will have a material adverse effect on
              our operations and cash flows for 2012 and subsequent periods.


•         Site rental revenues under long-term customer contracts with
          contractual escalations


?             Initial terms of five to 15 years with multiple renewal periods at
              the option of the tenant of five to ten years each.


?             Weighted-average remaining term of approximately nine years,
              exclusive of renewals at the customer's option, representing
              approximately $19 billion of expected future cash inflows.

• Revenues predominately from large wireless carriers

? Verizon Wireless, AT&T, Sprint Nextel and T-Mobile accounted for 72% of consolidated revenues.

• Majority of land interests under our towers under long-term control

?             Approximately 90% and 73% of our site rental gross margin is
              derived from towers that we own or control for greater than ten and
              20 years, respectively. The aforementioned percentages include
              towers that reside on land interests that are owned in fee or where
              we have perpetual or long-term easements in the land and other
              property interests, which represent approximately 34% of our site
              rental gross margin.


•         Relatively fixed wireless infrastructure operating costs with high
          incremental margins and cash flows on organic revenue growth


?             Our wireless infrastructure operating costs tend to increase at
              approximately the rate of inflation and are not typically
              influenced by new tenant additions.


?             Our incremental margin on additional site rental revenues
              represents 83% of the related increase in site rental revenues.

• Minimal sustaining capital expenditure requirements

?             Sustaining capital expenditures were $19.0 million, which
              represented less than one percent of net revenues.


•         Debt portfolio with long-dated maturities extended over multiple years,
          with the vast majority of such debt having a fixed rate (see "Item 3.
          Quantitative and Qualitative Disclosures About Market Risk" for a
          further discussion of our debt)

? 79% of our debt has a fixed interest rate.

?             Our debt service coverage and leverage ratios were comfortably
              within their respective financial maintenance and cash trap
              covenants. See "Item 2. MD&A-Liquidity and Capital Resources" and
              "Item 2. MD&A-General Overview-Proposed T-Mobile Transaction" for a
              further discussion of our debt covenants.

• Significant cash flows from operations

? Net cash provided by operating activities was $524.5 million.

?             We believe our site rental business can be characterized as a
              stable cash flow stream, which we expect to grow as a result of
              future demand for our wireless infrastructure.


•         Capital allocated to drive long-term shareholder value (per share) (see
          also "Item 2. MD&A-Liquidity and Capital Resources")


?             Historical discretionary investments include (in no particular
              order): purchasing our own common stock, acquiring or constructing
              wireless infrastructure, acquiring land interests under our towers,
              improving and structurally enhancing our existing wireless
              infrastructure, and purchasing or redeeming our debt.


?             Discretionary investments included: (1) the acquisitions of WCP and
              NextG for an aggregate purchase price of approximately $1.5
              billion, (2) $264.4 million in capital expenditures, (3) the
              purchase of 0.7 million shares of common stock for $36.0 million,
              and (4) the purchase of $72.7 million of face value of debt using
              $80.4 million.


?               In April 2012, we closed on the acquisition of NextG for
                approximately $1.0 billion in cash, subject to certain
                adjustments.


?               In January 2012, we acquired certain subsidiaries of WCP for a
                purchase price of $214.7 million, including $39.2 million of
                restricted cash and excluding the assumption of $336.3 million
                (after fair value adjustments) of debt. Upon closing the WCP
                Acquisition in January 2012, WCP held various contracts with
                wireless site owners, including approximately 2,300 ground lease
                related assets.


?             In January 2012, we refinanced and repaid our credit facility and
              term loans with the proceeds of a $3.1 billion senior secured
              credit facility; the proceeds of such credit facility were also
              used to fund the cash consideration of the WCP Acquisition and
              NextG Acquisition.


?             In October 2012, we issued $1.65 billion in aggregate principal
              amount of 5.25% Senior Notes. We expect to use the net proceeds to
              partially fund the Proposed T-Mobile Transaction.

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

•         In October 2012, T-Mobile entered into a definitive agreement to
          acquire Metro PCS, subject to regulatory approval and other closing
          conditions. For the first nine months of 2012, T-Mobile and Metro PCS
          accounted for 11% and 3%, respectively, of our consolidated net
          revenues. As of September 30, 2012, T-Mobile and Metro PCS are
          co-residents on approximately 985 of our towers. Net revenues from
          Metro PCS on these approximately 985 towers represent approximately 2%
          of our consolidated net revenues for the first nine months of 2012. The
          weighted-average remaining current term on all of our contractual
          agreements with T-Mobile and Metro PCS is approximately ten and six
          years, respectively. If consummated, in whole or in part, this
          potential acquisition could result in decreased revenues and reduced or
          delayed demand for our towers and network services as a result of the
          anticipated integration of these networks and consolidation of
          duplicate or overlapping parts of the networks. We expect that any
          termination

of customer contracts as a result of the potential acquisition would be spread over multiple years as existing contracts expire. See "Part I-Item 1A. Risk Factors" in our 2011 Form 10-K.
• Consumers have increased their use of wireless data services according to recent U.S. wireless industry reports.

? U.S. mobile data traffic grew 104% from July 2011 to June 2012;(a)

?             The number of smartphones in the U.S. grew 39% from July 2011 to
              June 2012, reaching 130.8 million. The number of wireless enabled
              tablets, laptops and modems in the U.S. reached 21.6 million in
              June 2012, which is a growth of 42% from the prior year;(a)


?             Smartphones accounted for 24% of total mobile data traffic in the
              U.S. at the end of 2011 and are expected to account for 60% in
              2016;(b) and


?             While 4G connections represent only 0.2% of mobile connections,
              they account for 6% of mobile data traffic. In 2011, a 4G
              connection generated 28 times more mobile data traffic on average
              than a non-4G connection.(b)


_________________

(a) Source: CTIA

(b) Source: Cisco

Proposed T-Mobile Transaction
In September 2012, we entered into a definitive agreement with T-Mobile to have exclusive rights to lease, operate or otherwise acquire up to approximately 7,180 T-Mobile towers for approximately $2.4 billion in cash at closing, subject to certain adjustments, including adjustments based on the actual number of towers at closing. We expect to fund this transaction with cash on hand, inclusive of the proceeds of the 5.25% Senior Notes, and borrowings under our 2012 Revolver. As a result of the issuance of the 5.25% Senior Notes, the CCIC consolidated leverage ratio increased from approximately 5.7 times to approximately 6.5 times, which is approximately the level at which we expect such leverage ratio to be at the closing of the Proposed T-Mobile Transaction. This current CCIC consolidated leverage ratio is below our restrictive covenant of 7.0 times (See "Item 2. MD&A-Liquidity and Capital Resources").

Consolidated Results of Operations
The following discussion of our results of operations should be read in conjunction with our condensed consolidated financial statements and our 2011 Form 10-K. The following discussion of our results of operations is based on our condensed consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 2. MD&A-Accounting and Reporting Matters-Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements on our 2011 Form 10-K).
Comparison of Consolidated Results
The following information is derived from our historical consolidated statements of operations for the periods indicated.