================================================================================ 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): FEBRUARY 28, 2002 CROWN CASTLE INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-24737 76-0470458 (STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER JURISDICTION OF INCORPORATION) IDENTIFICATION NUMBER) 510 BERING DRIVE SUITE 500 HOUSTON, TX 77057 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 570-3000 ================================================================================ 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 5. Other Events On March 1, 2002, Crown Castle International Corp. (the "Company") announced that it plans to record a non-recurring restructuring charge estimated to be between approximately $7 million to $13 million with respect to redundancies and the disposition of certain service lines in connection with its United Kingdom operations. The charge is expected to be reflected in the Company's results of operations for the first quarter 2002. The announcement was made during the Company's conference call relating to fourth quarter and year-end 2001 results. An audio archive of the conference call will be available on the Company's website at www.crowncastle.com and will be accessible for approximately 90 days. Item 9. Regulation FD Disclosure On February 28, 2002, the Company issued a press release disclosing its financial results for fourth quarter and year-end 2001. Included in the press release, the Company reissued its previously provided guidance through 2004 with certain reductions to expected capital expenditures. As revised, the following table sets forth the Company's current 2002 to 2004 guidance (dollars in millions): 2002 2003 2004 ---------- ---------- ----------- Site Rental and Broadcast Transmission Revenue $685 - 710 $810 - 840 $950 - 1000 Tower Gross Profit** 405 - 450 510 - 560 620 - 690 Service Gross Profit** 50 - 60 60 - 70 65 - 75 Total G&A 79 - 88 83 - 92 88 - 97 EBITDA 385 - 415 480 - 530 595 - 655 Capital Expenditures*** 475 - 575 275 - 375 250 - 350 Interest Expense 280 - 310 280 - 315 330 - 370 Cash Interest Expense 180 - 200 195 - 220 295 - 325 US tower builds 450 - 550 450 - 550 450 - 550 UK tower builds 450 - 550 450 - 550 350 - 450 ** Gross Profit is defined as Net Revenue less Cost of Operations *** 2002 Capital Expenditures includes the $142 million payment to BT 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) revenues (including site rental and broadcast transmission revenue), (ii) tower gross profit, (iii) service gross profit, (iv) general and administrative expenses, (v) EBITDA, (vi) capital expenditures, (vii) interest expense (including cash interest expense), and (viii) 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: . 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 1
. 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 . 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. 2
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 ----------------------------------------- Name: E. Blake Hawk Title: Executive Vice President Date: March 11, 2002 3