UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
or
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-24737
CROWN CASTLE INTERNATIONAL CORP. 401(K) PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
CROWN CASTLE INTERNATIONAL CORP.
----------------------
510 Bering Drive, Suite 500
Houston, Texas 77057-1457
----------------------
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Financial Statements
Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended
December 31, 2001 and 2000 3
Notes to Financial Statements 4
Schedule 1
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 9
Note: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 (ERISA), have been omitted because there is
no information to report.
Signature 10
Exhibit
23.1 Consent of KMPG LLP, Independent Auditors 11
Independent Auditors' Report
To the Plan Administrator for the
Crown Castle International Corp.
401(k) Plan:
We have audited the accompanying statements of net assets available for Plan
benefits of the Crown Castle International Corp. 401(k) Plan as of December 31,
2001 and 2000, and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audits were made for the purpose of formulating an opinion on the financial
statements taken as a whole. The supplemental schedule included as Schedule 1 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
June 13, 2002
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
Assets 2001 2000
------------ -----------
Interest bearing cash $ 41,175 $ 17,405
Investments (note 3):
Registered investment companies 10,109,622 7,981,272
Common stock 594,720 602,959
Participant loans 234,449 182,142
------------ -----------
Net assets 10,979,966 8,783,778
Receivables:
Interest -- 666
Participant contributions 120,023 105,629
Sponsor contributions 1,120,881 805,821
------------ -----------
Total receivables 1,240,904 912,116
------------ -----------
Net assets available for plan benefits $ 12,220,870 $ 9,695,894
============ ===========
See accompanying notes to financial statements.
2
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2001 and 2000
2001 2000
------------ ------------
Additions:
Additions to net assets attributed to:
Investment income:
Net realized gain (loss) and unrealized appreciation
(depreciation) on investments (note 3) $ (2,732,265) $ (1,998,034)
Dividends and interest 108,881 523,661
Other income 1,297 --
Contributions:
Participant 3,922,106 2,425,172
Sponsor 2,453,190 1,579,071
Rollovers 493,713 592,656
------------ ------------
Total additions 4,246,922 3,122,526
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 1,690,482 723,440
Other expenses 31,464 5,000
------------ ------------
Total deductions 1,721,946 728,440
------------ ------------
Net increase 2,524,976 2,394,086
Net assets available for benefits:
Beginning of year 9,695,894 7,301,808
------------ ------------
End of year $ 12,220,870 $ 9,695,894
============ ============
See accompanying notes to financial statements.
3
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(1) Plan Description
The following description of the Crown Castle International Corp. 401(k)
Plan (the Plan) provides only general information. Participants should
refer to the Plan Agreement for more complete information.
(a) General
The Plan is a defined contribution plan available to eligible
employees of Crown Castle International Corp. (the Company). PNC Bank,
N.A. is the trustee of the Plan, and serves as both the custodian and
the recordkeeper. The Plan was established on May 1, 1999. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA) and is administered by a plan administrator
appointed by the Company.
(b) Contributions
Eligible employees (participants) may elect to contribute from 1% to
15% of their biweekly compensation as a salary reduction contribution
on a before-tax basis. These salary reduction contributions are fully
vested at all times. Participants may also contribute amounts
representing distributions from other qualified plans. Participants
direct the investment of their contributions into various investment
options offered by the Plan. The Plan currently offers fifteen mutual
funds and Crown Castle International Corp. Common Stock. The Company
matches and contributes 100% of the first 3% of compensation that a
participant contributes to the Plan. Additional discretionary amounts
may be contributed at the option of the Company's board of directors.
Contributions are subject to certain limitations.
(c) Participant Accounts
Participant accounts are maintained at fair market value. Each
participant's account is credited with the participant's contribution
and allocations of (a) the Company's matching contribution and (b)
Plan earnings. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
(d) Vesting
Participants are vested immediately in their contributions plus actual
earnings thereon. Vesting in the Company's contribution portion of
their accounts is based on years of continuous service. A participant
is 100% vested after three years of credited service.
(e) Participant Loans
Participants are permitted to borrow from their fund accounts a
minimum of $1,000 up to a maximum of 50% of vested balance or $50,000,
whichever is less. The loans are secured by the balance in the
participant's account and bear interest at a fixed rate of prime + 1%.
All loans are subject to specific repayment terms and must be repaid
within a five-year period. Each participant is granted one loan at a
time.
(Continued)
4
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(f) Payment of Benefits
Participants are permitted to withdraw any portion of their vested
account balance due to death, permanent disability, retirement,
attainment of age 59-1/2, in the event of financial hardship or
termination of service. The participant may elect to receive a lump-sum
payment, subject to federal income tax withholdings, or rollover the
vested account balance to another qualified plan. These withdrawals,
prior to retirement, may result in certain suspensions of future
participation in the Plan.
(g) Forfeitures
Company contributions and earnings thereon that have not become vested,
and have been forfeited by the withdrawal of participants' savings in
accordance with the applicable provisions of the Plan, are applied
against administrative expenses of the Plan. Excess forfeitures are
applied to reduce the Company's contributions required under the Plan.
Amounts forfeited were $144,251 in 2001.
(h) Termination of Plan
In the event of termination of the Plan, the plan administrator will
continue to function during such period as is necessary to make
remaining normal distributions and to administer and distribute the
residual interests of the participants.
(2) Summary of Significant Accounting Policies
(a) Basis of Financial Statements
The accompanying financial statements have been prepared on the accrual
basis. The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the plan administrator to make estimates and
assumptions that affect the amounts reported in the financial
statements and notes thereto. Actual results could differ from those
estimates.
(b) Investment Income
Interest income from investments is recorded on an accrual basis.
Dividend income is recorded on the ex-dividend date.
(c) Investments
Investments in common stock traded on securities exchanges and
investment companies are valued at their last reported sales price on
the last business day of the Plan year. Investments in collective trust
funds are valued at the net asset value of the respective funds on the
last day of the Plan year.
Investment transactions are accounted for on a trade-date basis.
In accordance with the policy of stating investments at fair value,
changes in unrealized appreciation or depreciation are reflected in the
statements of changes in net assets available for plan benefits.
(Continued)
5
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(d) Contributions
Participant contributions are recorded on a biweekly basis as they are
withheld from the participant's wages.
(e) Distributions to Participants
Distributions to participants are recorded when applications for
withdrawals are processed by the recordkeeper.
(f) Expenses
The Company pays for all Plan administrative expenses.
(3) Investment Programs
PNC Bank, N.A. acts as custodian of the Plan assets. The funds listed below
were the investment options for salary reduction contributions as of
December 31, 2001. Any of these funds may be invested in short-term debt
obligations of any nature or held in cash pending investment or
distribution. The assets that comprise these funds may be invested in
registered investment companies or collective trust funds.
. BlackRock Money Market Portfolio . American Century International Growth Fund
. Fidelity Advisor Government Investment Fund . American Century Equity Growth Fund
. Janus Advisor Flexible Income Fund . INVESCO Blue Chip Growth Fund
. Fidelity Advisor Growth & Income Fund . Janus Advisor Growth & Income Fund
. American Century Income & Growth Fund . Fidelity Advisory Mid-Cap Fund
. Fidelity Advisor Growth Opportunities Fund . Crown Castle International Corp. Stock
. Janus Advisor Worldwide Fund . American Balanced Fund
. Federated Max Capital Index . Janus Advisor Capital Appreciation
The following presents investments that represent 5% or more of the Plan's
assets:
December 31,
---------------------------
2001 2000
----------- ----------
BlackRock Money Market Portfolio $ 948,513 $ --
Fidelity Advisor Growth & Income Fund 551,420 --
Fidelity Advisor Growth Opportunities Fund 550,049 529,410
INVESCO Blue Chip Growth Fund 766,014 982,974
Janus Advisor Capital Appreciation Fund 2,219,867 --
Janus Advisor Growth & Income Fund 1,176,623 854,354
Janus Olympus Fund -- 1,043,149
Janus Twenty Fund -- 1,043,562
Janus Advisor Worldwide Fund 835,429 637,147
Crown Castle International Corp. Stock Fund 594,720 602,959
Fidelity Advisor Mid-Cap Fund 1,038,783 587,204
(Continued)
6
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
During 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $(2,732,265) and $(1,998,034), respectively, as
follows:
2001 2000
------------- -------------
Mutual funds $ (2,107,440) $ (1,881,586)
Common stock (624,825) (116,448)
------------- -------------
$ (2,732,265) $ (1,998,034)
============= =============
(4) Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 31,
------------------------
2001 2000
---------- ----------
Net assets:
Common stock $ 594,720 $ 602,959
========== ==========
Year ended
December 31,
2001
-----------
Changes in net assets:
Contributions $ 670,309
Net depreciation (624,825)
Participant withdrawals (48,774)
Administrative expenses (4,949)
-----------
$ (8,239)
===========
(Continued)
7
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(5) Federal Income Taxes
The Company adopted a Prototype Standardized Profit Sharing Plan with a
cash or deferred arrangement and has requested a favorable determination
letter from the Internal Revenue Service. The determination letter has not
yet been received. However, the Company believes that the Plan currently is
designed and being operated in compliance with the applicable requirements
of the Plan and the Internal Revenue Code. Accordingly, the accompanying
financial statements do not include a provision for federal income taxes.
(6) Loans to Participants
Loans are made available to all participants on a nondiscriminatory basis
in accordance with the specific provisions set forth in the Plan. The
amount of a loan cannot generally exceed the lesser of $50,000 or one-half
of a participant's total vested account balance. The loans bear interest at
rates determined by the plan administrator, generally 1% above the prime
rate at the time the loan is made. All loans are subject to specific
repayment plans and are secured by the participant's nonforfeitable
interest in his/her account equivalent to the principal amount of the loan.
(7) Prohibited Transaction
The Company experienced unintentional delays in submitting fiscal year 2000
employee contributions in the amount of $8,786. In 2001, the Company
reimbursed the Plan for estimated lost interest of $666 caused by these
late contributions.
(8) Subsequent Events
During 2002, certain amendments to the Plan were approved, including,
without limitation, certain mandatory requirements and optional provisions
(including removal of the 15% of annual salary limitation on employee
contributions) as a result of changes to the applicable provisions of the
IRC by the Economic Growth and Tax Relief Reconciliation Act of 2001.
8
Schedule 1
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
EIN: 76-0470458
Plan Number: 001
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
Identity of issue, borrower, Current
lessor, or similar party Description of investment value
--------------------------------------- -------------------------------------------------- -------------
* BlackRock Funds BlackRock Money Market Portfolio $ 948,513
Fidelity Investments Fidelity Advisors Government Investment Fund 222,195
Janus Capital Corporation Janus Advisor Flexible Income Fund 357,510
Fidelity Investments Fidelity Advisor Growth & Income Fund 551,420
Fidelity Investments Fidelity Advisor Growth Opportunities Fund 550,049
Janus Capital Corporation Janus Advisor Worldwide Fund 835,429
American Century Investments American Century International Growth Fund 262,576
American Century Investments American Century Equity Growth Fund 315,952
American Century Investments American Century Income & Growth Fund 406,896
American Century Investments American Balanced Fund 457,557
INVESCO Funds INVESCO Blue Chip Growth Fund 766,014
Janus Capital Corporation Janus Advisor Growth & Income Fund 1,176,623
Janus Capital Corporation Janus Advisor Capital Appreciation 2,219,867
Fidelity Investments Fidelity Advisor Mid-Cap Fund 1,038,783
Federated Investments Federated Max Capital Index Fund 238
* Crown Castle International Corp. Common Stock 594,720
* Participants Participant loans with various rates of interest
from 8.75% to 9.50% and various
maturity dates through 2005 234,449
-------------
$ 10,938,791
=============
* Party-in-interest
See accompanying independent auditors' report.
9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator for the Plan has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
(Name of Plan)
By /s/ WESLEY D. CUNNINGHAM
-----------------------------
Wesley D. Cunningham
Senior Vice President,
Chief Accounting Officer
and Corporate Controller
Date: June 28, 2002
10