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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 8, 2002
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24737 76-0470458
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
510 Bering Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (713) 570-3000
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This document includes "forward-looking" statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Other than statements of historical
fact, all statements regarding industry prospects, the consummation
of the transactions described in this document and the Company's
expectations regarding the future performance of its businesses and
its financial position are forward-looking statements. These forward-looking
statements are subject to numerous risks and uncertainties.
Item 9. Regulation FD Disclosure
On August 8, 2002, the Company issued a press release disclosing its financial
results for the second quarter 2002. In the press release, the Company also
included its current guidance through 2004. As revised, the following tables set
forth the Company's current 2002 to 2004 guidance (dollars in millions except
tower builds and BBE co-location rate):
Actual Actual Guidance Guidance
Q1 '02 Q2 '02 Q3 '02 Q4 '02
------ ------ ----------- ----------
BBE co-location rate per tower 0.37 0.27 .25 to .35 .25 to .35
Net cash provided by operating activities 16.0 53.9 40 to 50 50 to 60
Capital expenditures (excl. BT site acq.) 73.0 52.9 45 to 50 45 to 60
BT site acquisition --- 73.4 --- ---
Free cash flow (57.0) (72.4) (5) to 0 0 to 5
Tower builds 173 171 150 to 175 150 to 175
2002 2003 2004
---- ---- ----
BBE co-location rate per tower .25 to .35 .20 to .40 .20 to .40
Net cash provided by operating activities 160 to 180 170 to 240 115 to 250
Capital expenditures (excl. BT site acq.) 215 to 235 135 to 200 105 to 175
BT site acquisition 73 76 ---
Free cash flow (120) to (130) (35) to (45) 10 to 75
Tower builds 645 to 695 500 to 600 400 to 500
Forward-Looking Statements
This document, including exhibits attached hereto contains numerous
forward-looking statements, based on management's current beliefs and
assumptions. The forward-looking statements involve expectations, projections
and estimates regarding the wireless industry or Crown Castle International
Corp. (including its subsidiaries), including expectations, projections and
estimates regarding: (i) BBE co-location rate per tower, (ii) net cash provided
by operating activities, (iii) capital expenditures, (iv) BT site acquisition
payments, (v) free cash flow, and (vi) towers to be built.
Such forward-looking statements are subject to numerous risks, uncertainties and
assumptions, including (i) those relating to the matters described above, (ii)
those included in the Company's filings with the Securities and Exchange
Commission, and (iii) the following:
o Demand for towers and wireless communication sites may be lower or
slower than anticipated for numerous reasons, including reduced carrier
expansion, carrier consolidation, network sharing, technology
development, or RF health concerns
o Demand for wireless communications may be lower or slower than
anticipated for numerous reasons, including slow customer adoption
rates of 2.5/3G and other technologies
o Our strategy may be more difficult to implement than anticipated due to
financial or other reasons, including our significant amount of
indebtedness, or reduced cash flow as a result of reduced revenues or
increased operating costs, interest rates or capital expenditures
Should one or more of these risks materialize, or should any underlying
assumption prove incorrect, actual results may vary materially from those
projected in the forward-looking statements. The Company assumes no obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ W. Benjamin Moreland
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Name: W. Benjamin Moreland
Title: Senior Vice President, Chief
Financial Officer and Treasurer
Date: August 23, 2002
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