US Lec Corp.
Ticker:CLEC 212 South Tyron Street, Suite 1540
Exchange:NASDAQ-National Market Charlotte, NC 28281
Industry:Service (SIC Code 4813) (704) 319-1000
# of Employees:78

Offering Information
Type of Shares:Class A Common Shares Filing Date:2/13/98
U.S. Shares:5,500,000 Offer Date:4/23/98
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:5,500,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $77,000,000 Selling:$0.63
Expenses:$0 Reallowance:$0.10
Shares Out After:26,430,270

Primary Underwriting Group
ManagerTierPhone
Salomon Smith BarneyLead Manager (212) 723-7300
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Wheat First UnionCo-manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Moore & Van Allen
Bank's Law Firm: Paul, Hastings, Janofsky & Walker
Auditor: Deloitte & Touche
Registrar/Transfer Agent: First Union National Bank North Carolina

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$6.46Assets:$22.68
Net Income:-$4.61Curr Assets:$9.65
EPS:-$0.25Liabilities:$16.92
Prior EPS:-$0.06Curr Liabilities:$11.92
Cash Flow/Oper:-$5.59Equity:$5.76
Cash Flow/Fin:$14.01Cash:$3.19
Cash Flow/Inv:-$5.95Working Cap:-$2.27

Business Description
The company purchases and deploys switching equipment and leases fiber optic transmission capacity from competitive access providers, other CLECs and incumbent local exchange carriers. The Company was founded in June 1996 after passage of the Telecommunications Act of 1996 (the "Telecom Act"), which enhanced the competitive environment for local exchange services. The Company initiated service in Charlotte, North Carolina in March 1997, becoming one of the first CLECs in North Carolina to provide switched local exchange services, and subsequently initiated service in Raleigh and Greensboro, North Carolina and in Atlanta, Georgia. As of February 28, 1998, the Company had Equivalent Access Lines (as defined in the Glossary) in service. US LEC plans to enter 15 new markets in Tennessee, Florida, South Carolina, Virginia and North Carolina by the end of 1999. US LEC's objective is to become the primary provider of switched local telecommunications services to its existing and target customers.

Competition
The telecommunications industry is highly competitive. In each of the Company's existing and target markets, the Company competes and will continue to compete principally with the ILECs 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 greater financial and personnel resources, brand name recognition and 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 marketplace, and from other CLECs, 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. Many of these 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, hundreds of other companies also compete in the long distance marketplace.

Business Plan
US LEC's objective is to become the primary provider of switched local telecommunications services to its existing and target customers. The principal elements of US LEC's strategy include: (I) Deploy a Capital-Efficient Network; (ii) Focus on a Southeastern Cluster of Operations; (iii) Target Telecommunications-Intensive Customers; (iv) Install a Robust, Uniform Technology Platform; (v) Employ a Direct Sales Force with Extensive Local Market Experience and (vi) Implement Efficient Provisioning Processes.

Use of Proceeds
The proceeds from the proposed offering will be used for capital expenditures and working capital relating to its expansion into new markets.

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