| CROWN CASTLE INTERNATIONAL CORP Item 1A Risk Factors You should carefully consider the risks described below, as well as the other information contained in this document, when evaluating your investment in our securities |
| Our Business Depends on the Demand for Wireless Communications and Towers—We may be adversely affected by any slowdown in such demand |
| Demand for our sites depends on demand for communication sites from wireless carriers, which, in turn, depends on the demand for wireless services |
| The willingness of wireless carriers to utilize our infrastructure is affected by numerous factors, including: • consumer demand for wireless services; • availability and location of our sites and alternative sites; • cost of capital, including interest rates; • availability of capital to wireless carriers; • willingness to co-locate equipment; • local and state restrictions on the proliferation of towers; • cost of building towers; • technological changes affecting the number or type of communications sites needed to provide wireless communications services to a given geographic area; • our ability to efficiently satisfy their service requirements; and • tax policies |
| A slowdown in demand for a particular wireless segment may adversely affect the demand for our towers |
| Moreover, some wireless carriers operate with substantial indebtedness, and financial problems for our customers may result in accounts receivable going uncollected, the loss of a customer (and associated lease revenue) or a reduced ability of these customers to finance expansion activities |
| A slowdown in the deployment of equipment for new wireless technology, the consolidation of wireless carriers, the sharing of networks by wireless carriers or the increased use of alternative sites may also adversely affect the demand for our towers |
| In addition, advances in technology, such as the development of new antenna systems, new terrestrial deployment technologies and new satellite systems, may reduce the need for land-based, or terrestrial, transmission networks or our towers |
| To some extent, almost all of the above factors have occurred in recent years with an adverse effect on our business, and such factors are likely to persist in the future |
| The occurrence of any of these factors may negatively impact our revenues, result in an impairment of our assets or otherwise have a material adverse effect on us |
| 13 ______________________________________________________________________ [57]Table of Contents [58]Index to Financial Statements A Substantial Portion of Our Revenues Is Derived From a Small Number of Customers—The loss or consolidation of, network sharing among, or financial instability of any of our limited number of customers may materially decrease revenues |
| Approximately 82dtta4prca of our revenues are derived from 10 wireless carrier customers, including Cingular, Verizon Wireless, Sprint Nextel and T-Mobile, which represented 23dtta5prca, 23dtta4prca, 12dtta6prca, and 8dtta9prca of our consolidated revenues, respectively, for the year ended December 31, 2005 |
| The percentage set forth in the preceding sentence for Sprint Nextel reflects the completed merger of Sprint and Nextel as if it had occurred as of January 1, 2005 |
| The loss of any one of our large customers as a result of bankruptcy, consolidation or merger with other customers of ours or otherwise may materially decrease our revenues and have other adverse effects on our business |
| We cannot guarantee that the leases (including management service agreements) with our major wireless carrier customers will not be terminated or that these carriers will renew such agreements |
| Wireless carriers frequently enter into agreements with their competitors allowing them to utilize one another’s wireless communications facilities to accommodate customers who are out of range of their home providers’ services |
| In addition, wireless carriers have also entered into agreements allowing two or more carriers to share a single wireless network or jointly develop a tower portfolio in certain locations |
| Such agreements may be viewed by wireless carriers as a superior alternative to leasing space for their own antennas on our sites |
| The proliferation of these roaming, network sharing and joint development agreements may have a material adverse effect on us |
| Wireless Carrier Consolidation—Consolidations and mergers in the wireless industry could decrease the demand for our towers and may lead to reductions in our revenues and our ability to generate positive cash flows |
| Various wireless carriers, which are our primary existing and potential customers, could enter into mergers, acquisitions or joint ventures with each other over time |
| On October 26, 2004, Cingular, our second largest US customer by revenues for the year ended December 31, 2003, announced it had completed its merger with AT&T Wireless, our sixth largest US customer by revenues for the year ended December 31, 2003 |
| On August 12, 2005, Sprint, our fifth largest US customer by revenues for the year ended December 31, 2003, announced it had completed its merger with Nextel, our fourth largest US customer by revenues for the year ended December 31, 2003 |
| Such consolidations could reduce the size of our customer base and have a negative impact on the demand for our services |
| In addition, consolidation among our customers is likely to result in duplicate or overlapping networks, which may result in a reduction of cell sites and impact the revenues at our sites |
| Recent regulatory developments have made consolidation in the wireless industry easier and more likely |
| For example, in February 2002, the FCC enabled the ownership by a single entity of interests in both cellular carriers in overlapping metropolitan cellular service areas |
| In January 2003, the FCC eliminated the spectrum aggregation cap in a geographic area in favor of a case-by-case review of spectrum transactions |
| Also, in May 2003, the FCC adopted new rules authorizing wireless radio services holding exclusive licenses to freely lease unused spectrum |
| It is possible that at least some wireless carriers may take advantage of this relaxation of spectrum and ownership limitations and consolidate their businesses |
| Any industry consolidation could decrease the demand for our towers, which in turn may result in a reduction in our revenues |
| Economic and Wireless Telecommunications Industry Slowdown—an economic or wireless telecommunications industry slowdown may materially and adversely affect our business (including reducing demand for our towers and network services) and the business of our customers |
| In recent years, the US economy, particularly in the wireless telecommunications industry, has experienced significant general slowdowns which negatively affected the factors described in these risk factors, influencing demand for tower space and network services |
| Similar slowdowns in the US or Australia in the future may reduce consumer demand for wireless services, or negatively impact the debt and equity markets, thereby causing carriers to delay or abandon implementation of new systems and technologies, including 3G and other wireless broadband services |
| Further, the war on terrorism, the threat of additional terrorist attacks, the political and economic uncertainties resulting there from and other unforeseen events may impose additional risks upon and adversely affect the wireless telecommunications industry and us |
| 14 ______________________________________________________________________ [59]Table of Contents [60]Index to Financial Statements We believe that the recent economic slowdown in the US, particularly in the wireless telecommunications industry, has harmed, and similar slowdowns in the US or Australia may further harm, the financial condition or operations of wireless carriers, some of which, including customers of ours, have filed for bankruptcy protection |
| Substantial Level of Indebtedness—Our substantial level of indebtedness may adversely affect our ability to react to changes in our business |
| We may also be limited in our ability to use debt to fund future capital needs |
| We have a substantial amount of indebtedness |
| The following chart sets forth certain important credit information and is presented as of December 31, 2005 |
| (In thousands of dollars) Total indebtedness $ 2cmam270cmam686 Redeemable preferred stock 311cmam943 Stockholders’ equity 1cmam178cmam376 Debt and redeemable preferred stock to equity ratio 2dtta19 As a result of our substantial indebtedness: • we may be more vulnerable to general adverse economic and industry conditions; • we may find it more difficult to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements; • we will be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments, including capital expenditures; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; and • we may have a competitive disadvantage relative to other companies in our industry with less debt |
| We cannot guarantee that we will be able to generate enough cash flow from operations or that we will be able to obtain enough capital to service our debt or pay our obligations under our preferred stock |
| In addition, we may need to refinance some or all of our indebtedness on or before maturity |
| We cannot guarantee that we will be able to refinance our indebtedness on commercially reasonable terms or at all |
| If we are unable to refinance our debt or renegotiate the terms of such debt, we may not be able to meet our debt service requirements, including interest payments on the notes, in the future |
| Fluctuations in market interest rates may increase interest expense relating to our floating rate indebtedness |
| As of December 31, 2005, approximately 87dtta0prca of our outstanding indebtedness consists of long-term fixed interest rate notes and debentures |
| In addition, there is no guarantee future refinancing of our indebtedness will have fixed interest rates or that interest rates on such indebtedness will be equal to or lower than the rates on our current indebtedness |
| We Operate Our Business In a Competitive Industry and Some of Our Competitors Have Significantly More Resources or Less Debt Than We Do—As a result of this competition, we may find it more difficult to achieve favorable lease rates on our sites |
| We face competition for site rental customers from various sources, including: • other large independent tower owners; • wireless carriers that own and operate their own towers and lease antenna space to other carriers; • alternative facilities such as rooftops, broadcast towers and utility poles; • new alternative deployment methods; • site development companies that acquire antenna space on existing towers for wireless carriers and manage new tower construction; and • local independent tower operators |
| 15 ______________________________________________________________________ [61]Table of Contents [62]Index to Financial Statements Wireless carriers that own and operate their own tower portfolios generally are substantially larger (particularly given the impact of recently completed wireless carrier mergers) and have greater financial resources than we have |
| Further, the financial status of certain of our competitors may lead to increased competition in certain areas |
| Competition for tenants on sites may adversely affect lease rates and revenues |
| New Technologies May Make Our Site Leasing Services Less Desirable to Potential Tenants and Result in Decreasing Revenues—Such new technologies may significantly reduce demand for site leases and negatively impact the growth in our revenues |
| The development and deployment of signal combining technologies, which permit one antenna to service multiple frequencies and, thereby, multiple customers, may reduce the need for our antenna space |
| In addition, other technologies which may be developed and emerge may serve as substitutes and alternatives to leasing which might otherwise be anticipated or expected on our sites had such technologies not existed |
| Mobile satellite systems and other new technologies may compete with land-based wireless communications systems, thereby reducing the demand for tower space and other services we provide |
| The FCC has granted license applications for several low-earth orbiting satellite systems that are intended to provide mobile voice or data services |
| The growth in delivery of video services by direct broadcast satellites may also adversely affect demand for our antenna space |
| Any reduction in site leasing demand resulting from multiple frequency antennas, satellite or other technologies may negatively impact our revenues or otherwise have a material adverse effect on us |
| New Technologies May Not Perform as Projected—3G and other technologies may not deploy or be adopted by customers as rapidly or in the manner projected |
| There can be no assurances that 3G or other new wireless technologies will be introduced or deployed as rapidly or in the manner previously or presently projected by the wireless or broadcast industries |
| The deployment of 3G in the US has already been significantly delayed from prior projections |
| In addition, demand and customer adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons |
| As a result, growth opportunities and demand for site rental or broadcast services as a result of such technologies may not be realized at the times or to the extent previously or presently anticipated |
| We Generally Lease or Sublease the Land Under Our Towers and May Not Be Able to Extend These Leases—If we fail to protect our rights against persons claiming superior rights in our communications sites, our business may be adversely affected |
| Our real property interests relating to the sites on which our towers are located consist primarily of leasehold and sub-leasehold interests, fee interests, easements, licenses and rights-of-way |
| For various reasons, we may not always have the ability to access, analyze and verify all information regarding titles and other issues prior to completing an acquisition of sites |
| Further, we may not be able to renew ground leases on commercially viable terms |
| Approximately 9prca of our sites are on land where our property interests in such land have a final expiration date of less than 10 years |
| Our inability to protect our rights to the land under our towers may have a material adverse affect on us |
| We May Need Additional Financing, Which May Not Be Available, for Strategic Growth Opportunities—If we are unable to raise capital in the future when needed, we may not be able to fund future growth opportunities |
| Over time, we may require significant capital expenditures for strategic growth opportunities |
| As of December 31, 2005, we had consolidated cash and cash equivalents of dlra65dtta4 million and restricted cash of dlra95dtta8 million |
| We may need additional sources of debt or equity capital in the future to fund future growth opportunities |
| Additional 16 ______________________________________________________________________ [63]Table of Contents [64]Index to Financial Statements financing may not be available or may be restricted by the terms of our outstanding indebtedness |
| Additional sales of equity securities would dilute our existing stockholders |
| If we are unable to raise capital when our needs arise, we may not be able to fund future growth opportunities |
| Restrictive Debt Covenants—The terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests |
| In addition, if we fail to comply with our covenants, our debt may be accelerated |
| Currently we have debt instruments that, under certain circumstances, restrict our ability to incur more indebtedness, pay dividends, create liens, sell assets and engage in certain mergers and acquisitions |
| Our ability to comply with the restrictions of our debt instruments and to satisfy our debt obligations will depend on our future operating performance |
| If we fail to comply with the debt restrictions, we will be in default under those instruments, which in some cases may cause the maturity of substantially all of our indebtedness to be accelerated |
| The restrictions relating to our indebtedness may also effect our decisions relating to certain strategic growth opportunities |
| We are a holding company with no business operations of our own |
| We conduct all of our business operations through our subsidiaries |
| As of February 28, 2006, approximately 3dtta3prca of our consolidated indebtedness, was held at the holding company level (another 13dtta0prca of our consolidated indebtedness is unconditionally guaranteed by the holding company) |
| Accordingly, our only source of cash to pay interest and principal on our outstanding indebtedness held at the holding company level is distributions relating to our ownership interest in our subsidiaries from the cash flows and net earnings generated by such subsidiaries or from proceeds of debt or equity offerings |
| If our subsidiaries are unable to dividend cash to us when we need it, we may be unable to satisfy our obligations, including interest and principal payments, under our debt instruments |
| Modeo’s Business Has Certain Risk Factors Different from our Core Tower Business, Including an Unproven Business Model—Modeo’s business may fail to operate successfully and produce results that are less than anticipated |
| Modeo is a new company with no operating history and may not be able to operate successfully |
| Modeo has an unproven business model and operates in the new, largely untested and rapidly evolving mobile media market |
| Modeo is subject to all of the business risks and uncertainties associated with any new business enterprise |
| Modeo has had no revenues since inception |
| We expect Modeo to experience initial operating losses due to the costs and expenses associated with a start-up operation |
| No assurance can be made that Modeo will ever generate positive cash flows or that losses recorded from Modeo will not increase in the future |
| Modeo’s planned business model assumes that: • wireless carriers and other potential retailers will want to offer Modeo’s service to their customers; • a sufficient number of end users of wireless handsets and other mobile devices will subscribe to Modeo’s service; • an adequate supply of wireless handsets and other mobile devices capable of operating on Modeo’s network will be timely available; and • Modeo will be able to secure video and audio content licenses on favorable terms |
| If any of these assumptions is incorrect, Modeo’s proposed business will be harmed and may not become commercially available or survive |
| In addition, Modeo’s ability to achieve its strategic objectives will depend in large part upon the successful, timely and cost-effective completion of its planned DVB-H network |
| A variety of factors, uncertainties and contingencies could affect or prevent the successful, timely and cost-effective buildout of the planned Modeo network including, among other things: • Modeo’s ability to obtain sufficient base station and broadcast equipment devices compatible with our spectrum license and DVB-H; 17 ______________________________________________________________________ [65]Table of Contents [66]Index to Financial Statements • unforeseen delays, costs or impediments relating to the granting of state and municipal permits; • Modeo’s ability to manage the buildout effectively and cost-efficiently; and • delays or disruptions resulting from the failure of third-party suppliers, including equipment manufacturers, or contractors to meet their obligations in a timely and cost-effective manner |
| We currently expect to raise external funding for the cost of deploying Modeo’s network, and we will require additional third party financing to do so |
| There can be no assurances that we will be able to obtain additional third party financing on terms acceptable to us or that Modeo will be able to successfully complete its planned DVB-H network in a timely manner or at all |
| If we are unable to raise additional capital from third party investors on acceptable terms in a timely manner or if Modeo is otherwise unable to meet its network development targets, then Modeo may not be able to implement its current business plan, and Modeo’s planned mobile media service may not become operationally active or commercially available |
| Many other companies, some with significantly greater resources than us, currently offer or plan to offer video and audio content to wireless handsets and other mobile devices |
| Although Modeo’s planned services are not yet commercially available, Modeo competes with these other offerings in bringing its service to commercial availability |
| If and when Modeo’s planned service becomes commercially available, Modeo will compete with these offerings in capturing potential subscribers and market share |
| Sprint Nextel, Cingular and Verizon Wireless currently offer streaming video services over their networks under the brand names Sprint TV, Vcast and MobiTV, respectively |
| In addition, Qualcomm has announced that it is currently developing a multicast digital video service, to be marketed under the brandname MediaFLO Verizon Wireless has announced that it plans to offer its customers mobile video services over the MediaFLO network when it becomes commercially available |
| Modeo’s planned service offering may also face competition from other companies offering podcasting and alternate methods of distributing video and audio to mobile devices |
| As a result of such competition, Modeo may not become commercially viable or gain market share |
| There can be no assurances that wireless carriers will adopt a wholesale model, such as Modeo’s, to provide video and audio services to their subscribers |
| Modeo’s failure to operate successfully or accomplish its strategic objectives could negatively impact Modeo’s ability to generate positive cash flow, could require us to dispose of all or part of Modeo’s business and assets, including the FCC spectrum license, or otherwise have an adverse effect on us |
| FiberTower’s Business Has Certain Risk Factors Different from our Core Tower Business, Including an Unproven Business Model—FiberTower’s business may produce results that are less than anticipated, resulting in a write-off of all or part of our investment in FiberTower |
| FiberTower commenced its principal operations in 2003 and has a limited operating history |
| FiberTower has an unproven business model and operates in the new and largely untested market for facilities-based wireless backhaul services |
| As such, FiberTower is subject to all of the business risks and uncertainties associated with any new business enterprise and may not be able to operate successfully |
| FiberTower has generated losses since inception |
| We anticipate that FiberTower will continue to generate losses for the foreseeable future and may need additional funding to support the development of its business model |
| Although we believe that there will be demand for the backhaul solutions FiberTower provides to wireless carriers as the demand for additional wireless minutes of use increases, no assurances can be made that FiberTower will ever generate positive cash flows or that it will produce the results anticipated at the time of our investment |
| FiberTower’s failure to operate successfully, gain market share or accomplish its strategic objectives could negatively impact FiberTower’s ability to generate positive cash flows and could require us to write-off all or a portion of our investment in FiberTower |
| In addition, as a minority shareholder, we have a limited ability to affect FiberTower’s operations |
| As of December 31, 2005, we have recognized our pro-rata share of FiberTower’s losses in the aggregate amount of dlra15dtta1 million |
| Although we currently have no plans to do so, should we choose to liquidate our investment in FiberTower, we can provide no assurances that we will be able to do so at a desirable value |
| 18 ______________________________________________________________________ [67]Table of Contents [68]Index to Financial Statements Laws and Regulations Which May Change at Any Time and With Which We May Fail to Comply Regulate Our Business—If we fail to comply with applicable laws or regulations, we may be fined or even lose our right to conduct some of our business |
| A variety of federal, state, local and foreign laws and regulations apply to our business |
| Failure to comply with applicable requirements may lead to civil penalties or require us to assume indemnification obligations or breach contractual provisions |
| We cannot guarantee that existing or future laws or regulations, including state and local tax laws, will not adversely affect our business, increase delays or result in additional costs |
| These factors may have a material adverse effect on us |
| We Are Heavily Dependent on Our Senior Management—If we lose members of our senior management, we may not be able to find appropriate replacements on a timely basis and our business may be adversely affected |
| Our existing operations and continued future development depend to a significant extent upon the performance and active participation of certain key individuals as employees, including our chief executive officer |
| We cannot guarantee that we will be successful in retaining the services of these or other key personnel |
| If we were to lose any of these individuals, we may not be able to find or integrate appropriate replacements on a timely basis and we may be materially adversely affected |
| Variability In Demand For Network Services Business Reduces the Predictability of Our Results—Our network services business has historically experienced significant volatility in demand |
| The operating results of our network services business for any particular period may vary significantly and should not necessarily be considered indicative of longer-term results |
| Network services revenues declined as a percentage of our total revenues during 2003 and 2004, reflecting our efforts to de-emphasize this area of our business and increased competition |
| Such decline may continue in the foreseeable future |
| Emissions From Antennas on Our Sites or Wireless Devices May Create Health Risks—We may suffer from future claims if the radio frequency emissions from wireless handsets or equipment on our sites are demonstrated to cause negative health effects |
| The FCC and other government agencies impose requirements and other guidelines on its licensees relating to radio frequency emissions |
| The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years |
| We cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us |
| Public perception of possible health risks associated with cellular and other wireless communications may slow or diminish the growth of wireless companies, which may in turn slow or diminish our growth |
| In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless communications services |
| If a connection between radio emissions and possible negative health effects were established, our operations, costs and revenues may be materially and adversely affected |
| We do not maintain any significant insurance with respect to these matters |
| Anti-Takeover Provisions in Our Certificate of Incorporation and Competition Laws May Have Effects That Conflict with the Interests of Our Stockholders—Certain provisions of our certificate of incorporation, by-laws and operative agreements and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to you |
| 19 ______________________________________________________________________ [69]Table of Contents [70]Index to Financial Statements We have a number of anti-takeover devices in place that will hinder takeover attempts and may reduce the market value of our common stock |
| Our anti-takeover provisions include: • a staggered board of directors; • a shareholder rights agreement; • the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; and • advance notice requirements for director nominations and actions to be taken at annual meetings |
| Our by-laws permit special meetings of the stockholders to be called only upon the request of a majority of the board of directors, and deny stockholders the ability to call such meetings |
| Such provisions, as well as the provisions of Section 203 of the Delaware General Corporation Law, may impede a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us |
| In addition, domestic and international competition laws may prevent or discourage us from acquiring towers or tower networks in certain geographical areas or impede a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us |
| Shares Eligible For Future Sale—Sales or issuances of a substantial number of shares of common stock may adversely affect the market price of our common stock |
| Future sales of a substantial number of shares of common stock may adversely affect the market price of our common stock |
| As of February 28, 2006, we had 215cmam763cmam286 shares of common stock outstanding |
| In addition, we have reserved 18cmam983cmam792 shares of common stock for issuance under our various stock compensation plans, 639cmam990 shares of common stock upon exercise of outstanding warrants, 5cmam896cmam954 shares of common stock for the conversion of our 4prca Convertible Senior Notes and 8cmam625cmam085 shares of common stock for the conversion of our outstanding convertible preferred stock |
| A small number of shareholders own a significant percentage of our outstanding common stock |
| If any one of these shareholders, or any group of our shareholders, sells a large quantity of shares of our common stock, or the public market perceives that existing shareholders might sell shares of our common stock, the market price of our common stock may significantly decline |
| The holders of our 6dtta25prca Convertible Preferred Stock are entitled to receive cumulative dividends at the rate of 6dtta25prca per annum (approximately dlra19dtta9 million) payable on a quarterly basis |
| We have the option to pay the dividends on such series of preferred stock in cash or in shares of common stock |
| At various times in the past, we have paid such dividends with shares of common stock, and we may elect to continue to do so again in the future from time to time |
| The number of shares of common stock required to be issued to pay such dividends is dependent upon the current market value of our common stock at the time such dividend is required to be paid |
| Tower Industry Consolidation—Our participation or failure to participate in a tower industry consolidation may be harmful to our business |
| We contemplate that there are certain operational efficiencies and benefits to be gained through the acquisition of additional tower portfolios including through the consolidation of tower companies |
| There are numerous reasons we might not be able to participate in any such acquisition including competition for such assets, asset valuation and anti-competition restraints |
| Our failure or lack of participation in tower portfolio acquisitions including any tower industry consolidation could result in our inability to receive or fully partake of such efficiencies and benefits and may result in an adverse effect on our business |
| If we are involved in a tower portfolio acquisition including a consolidation of tower companies, then such transaction will have certain risks and costs that could adversely affect our business |
| The potential risks and costs include those relating to integration, diversion of management time and focus, and failure to achieve revenue targets, operational synergies and other benefits contemplated |
| 20 ______________________________________________________________________ [71]Table of Contents [72]Index to Financial Statements We Have Experienced Disputes With Customers and Suppliers—Such disputes may lead to increased tensions, damaged relationships or litigation which may result in the loss of a key customer or supplier |
| We have experienced certain conflicts or disputes with some of our customers and service providers |
| While we seek to resolve such conflicts amicably and have generally resolved customer and supplier disputes on commercially reasonable terms, such disputes may lead to increased tensions and damaged relationships between ourselves and these entities, some of whom are key customers or suppliers of ours |
| In addition, if we are unable to resolve these differences amicably, we may be forced to litigate these disputes in order to enforce or defend our rights |
| There can be no assurances as to the outcome of these disputes |
| Damaged relationships or litigation with our key customers or suppliers may lead to decreased revenues (including as a result of losing a customer) or increased costs, which could have a material adverse effect on us |
| Our Operations in Australia Expose Us to Changes in Foreign Currency Exchange Rates—We may suffer losses as a result of changes in such currency exchange rates |
| We conduct business in the US and Australia, which exposes us to fluctuations in foreign currency exchange rates |
| For the year ended December 31, 2005, approximately 8dtta1prca of our consolidated revenues originated outside the US, all of which were denominated in currencies other than US dollars, principally Australian dollars |
| We have not historically engaged in significant hedging activities relating to our non-US dollar operations, and we may suffer future losses as a result of changes in currency exchange rates |
| Available Information and Certifications We maintain an internet website at www |
| crowncastle |
| Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934) are made available, free of charge, through the investor relations section of our internet website at http://investor |
| cfm as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC In addition, our corporate governance guidelines, business practices and ethics policy and the charters of our Audit Committee, Compensation Committee and Nominating & Corporate Governance Committees are available through the investor relations section of our internet website at http://investor |
| cfm, and such information is also available in print to any shareholder who requests it |
| We submitted the Chief Executive Officer certification required by Section 303A12(a) of the New York stock Exchange (“NYSE”) Listed Company Manual, relating to compliance with the NYSE’s corporate governance listing standards, to the NYSE on June 20, 2005 with no qualifications |
| We have included the certifications of our Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31dtta1 and 31dtta2 to this Annual Report on Form 10-K |