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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): November 14, 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 November 14, 2002, the Company issued a press release disclosing its
financial results for the third 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 .37 .27 .25 .20 to .30
Net cash provided by operating activities 16.0 53.9 12.4 50 to 60
Capital expenditures (excl. BT site acq.) 73.0 52.9 38.0 35 to 45
BT site acquisition --- 73.4 --- ---
Free cash flow (57.0) (72.4) (25.6) 15 to 25
Tower builds 173 171 94 75 to 85
2002 2003 2004
---- ---- ----
BBE co-location rate per tower .25 to .35 .20 to .40 .20 to .40
Net cash provided by operating activities 132 to 142 140 to 200 140 to 210
Capital expenditures (excl. BT site acq.) 199 to 209 95 to 125 80 to 130
BT site acquisition 73.4 76 ---
Free cash flow (140) to (150) (35) to 0 50 to 80
Tower builds 513 to 523 500 to 600 400 to 500
Forward-Looking Statements
This document 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, technological 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/ E. Blake Hawk
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Name: E. Blake Hawk
Title: Executive Vice President
and General Counsel
Date: November 14, 2002
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