Nextlink Communications, Inc.
Ticker:NXLK 155 108th Avenue N.E., 8th Floor
Exchange:NASDAQ-National Market Bellevue, WA 98004
Industry:Service (SIC Code 4813) (425) 519-8900
# of Employees:845

Offering Information
Type of Shares:Class A Common Shares Filing Date:7/24/97
U.S. Shares:12,160,000 Offer Date:9/25/97
Non-U.S. Shares:3,040,000 Filing Range:$14.00 - $16.00
Primary Shares:12,000,000 Offer Price:$17.00
Secondary Shares:3,200,000 Gross Spread:$1.06
Offering Amount: $228,000,000 Selling:$0.64
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Merrill Lynch & Co.Co-manager (212) 449-4600

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Willkie Farr & Gallagher
Bank's Law Firm: Sullivan & Cromwell
Auditor: Arthur Andersen
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$25.69$10.07$5.37Assets:$789.71
Net Income:-$71.10-$24.42-$7.12Curr Assets:$380.72
EPS:Liabilities:$413.83
Prior EPS:-$14.12-$5.74Curr Liabilities:$43.58
Cash Flow/Oper:-$40.56$273.57$37.03Equity:$375.87
Cash Flow/Fin:$343.03-$114.32-$17.39Cash:$221.93
Cash Flow/Inv:-$227.01-$114.32Working Cap:$337.14

Business Description
The company was founded to provide local facilities-based telecommunications services to its targeted customer base of small and medium-sized businesses. In July 1996, the company became one of the first competitive local exchange carriers ("CLECs") in the United States to provide facilities-based switched local services under the Telecommunications Act of 1996 (the "Telecom Act"), which opened the entire local exchange market to competition. In each of the markets it serves, the company seeks to become a principal competitor to the incumbent local exchange carrier ("ILEC") for its targeted customers by providing an ntegrated package of high quality local, long distance and enhanced telecommunications services at competitive prices.The Company's targeted customer base within the national telecommunications market is small to medium-sized businesses, generally those businesses with fewer than 50 access lines. Based on consultants' reports, the Company estimates that as of year end 1996, there were approximately 170 million access lines nationwide, including approximately 55 million business lines. The Company develops and operates high capacity, fiber optic networks with broad market coverage in a growing number of markets across the United States. In its switched local service markets, the Company offers its customers a bundled package of local and long distance services and also offers dedicated transmission and competitive access services to long distance carriers and end users.

Competition
In each of the markets served by the Company's networks, the Company competes principally with the ILEC serving that area. ILECs are established providers of local telephone services to all or virtually all telephone subscribers within their respective service areas. ILECs also have long-standing relationships with regulatory authorities at the federal and state levels. The Company also faces, and expects to continue to face, competition from other current and potential market entrants, including long distance carriers seeking to enter, reenter or expand entry into the local exchange market place such as AT&T; Corp. ("AT&T;"), MCI Communications Corporation ("MCI") and Sprint Corporation ("Sprint"), and from other CLECs, competitive access providers ("CAPs"), cable television companies, electric utilities, microwave carriers, wireless telephone system operators and private networks built by large end-users. In addition, a continuing trend toward combinations and strategic alliances in the telecommunications industry could give rise to significant new competitors. The Telecom Act includes provisions which impose certain regulatory requirements on all local exchange carriers, including competitors such as the Company, while granting the FCC expanded authority to reduce the level of regulation applicable to any or all telecommunications carriers, including ILECs. The manner in which these provisions of the Telecom Act are implemented and enforced could have a material adverse effect on the Company's ability to successfully compete against ILECs and other telecommunications service providers. The Company also competes with equipment vendors and installers, and telecommunications management companies with respect to certain portions of its business. Many of the Company's current and potential competitors have financial, personnel and other resources, including brand name recognition, substantially greater than those of the Company, as well as other competitive advantages over the Company. The Company also competes with long distance carriers in the provision of long distance services. Although the long distance market is dominated by four major competitors, AT&T;, MCI, Sprint and WorldCom, Inc., hundreds of other companies also compete in the long distance marketplace.

Business Plan
The key components of the company's strategy to become a leading provider of competitive telecommunications services and maximize penetration of its targeted customer base are: (I) Provide Integrated Telecommunications Services to Small and Medium-Sized Businesses, (ii) Foster Decentralized Local Management and Control, (iii) Further Develop Effective Direct Sales and Customer Care Organizations, (iv) Continuously Improve Provisioning Processes to Accelerate Revenue Growth, (v) Develop High Capacity Fiber Optic Networks with Broad Market Coverage, (vi) Continue Market Expansion and (vii) Offer Enhanced Communications Services.

Use of Proceeds
The proceeds from the proposed offering will be used for expenditures relating to the expansion of existing networks and services, the development and acquisition of new networks and services and the funding of operating losses and working capital.

Executive Officers and Directors
Officer NameTitleAge
Steven W. HooperChairman of the Board44
James F. VoelkerPresident and Director46
Wayne M. PerryVice Chairman and Chief Executive Officer47
Charles P. DanielsVice President, Administarytion and Accounting41
Jan LoichleVice President, Chief Financial Officer and Treasurer49
R. Gerard SalemmeVice President, External Affairs and Industry Relations43
R. Bruce Easter, Jr.Vice President, General Counsel and Secretary40
Bruce AllenbaughVice President, Marketing Services41

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