<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-28160
WESTERN WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1638901
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2001 NW SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
(Address of principal executive offices) (Zip Code)
(425) 313-5200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, computed by reference to the last sale of such stock as of the close
of trading on March 2, 1998, was $517,174,730.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title Shares Outstanding as of March 2, 1998
Class A Common Stock, no par value 22,846,192
Class B Common Stock, no par value 52,963,811
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated parts of this Form 10-K:
1997 Annual Report - Part II.
1998 Proxy Statement - Part III.
<PAGE> 2
WESTERN WIRELESS CORPORATION
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
PART I
<TABLE>
<S> <C>
Item 1. BUSINESS.................................................................3
Item 2. PROPERTIES..............................................................20
Item 3. LEGAL PROCEEDINGS.......................................................20
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................20
EXECUTIVE OFFICERS OF THE REGISTRANT.....................................21
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.....................................................23
Item 6. SELECTED FINANCIAL DATA.................................................23
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...............................................23
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................23
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE................................................23
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.....................24
Item 11. EXECUTIVE COMPENSATION.................................................24
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.........24
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........................24
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K......25
SIGNATURES......................................................................30
</TABLE>
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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained or incorporated by
reference Statements contained or incorporated by reference in this document
that are not based on historical fact are "forward-looking statements" within
the meaning of the Private Securities Reform Act of 1995. Forward-looking
statements may be identified by use of forward-looking terminology such as
"believe," "intends," "may," "will," "expect," "estimate," "anticipate,"
"continue," or similar terms, variations of those terms or the negative of those
terms.
PART I
ITEM 1. BUSINESS
INTRODUCTION
Western Wireless Corporation (the "Company" or "Western Wireless")
provides wireless communications services in the western United States. The
Company owns an aggregate of 199 cellular and personal communications services
("PCS") licenses for a geographic area covering approximately 68.0 million
persons (counting only once those persons that may be served by either cellular
or PCS systems owned by the Company). In addition, Western Wireless is a partner
in ventures owning 21 PCS licenses covering 13.0 million persons, some of which
overlap licenses owned by the Company. Western Wireless' combined cellular and
PCS licenses, together with the ventures in which it is a partner, cover
approximately 59% of the land in the continental United States. In its
consolidated cellular and wholly-owned PCS markets, the Company served 648,600
subscribers at December 31, 1997.
The Company operates its cellular systems under the CELLULAR ONE(R)
brand name and operates its PCS markets under its proprietary VoiceStream(R)
brand name. It owns and operates cellular systems in 72 Rural Service Areas
("RSA") and 16 Metropolitan Statistical Areas ("MSA") with an aggregate
population of approximately 7.3 million persons. The Company holds 7 Major
Trading Area ("MTA") broadband PCS licenses and 104 Basic Trading Area ("BTA")
broadband PCS licenses covering approximately 64.2 million persons. Each of the
Company's operational PCS systems utilizes Global System for Mobile
Communications ("GSM") technology as the network standard. GSM is the leading
digital wireless standard worldwide, with systems operating in approximately 109
countries, including the United States, and serving over 66 million subscribers.
Western Wireless is also engaged in activities related to its principal
wireless communications business. The Company has interests in entities which
own wireless licenses in certain foreign countries, including Ghana, Haiti,
Iceland, and the Republics of Latvia and Georgia. In addition, the Company has
interests in entities which have made wireless license applications in certain
other foreign countries. During 1997, two of these ventures commenced
operations. In addition, since their acquisition in February 1996, the Company
has operated paging systems in eight western states and served 31,900 customers
at December 31, 1997.
Western Wireless Corporation was formed in July 1994 as the result of a
business combination (the "Business Combination") among various companies,
including Markets Cellular Limited Partnership d/b/a Pacific Northwest Cellular,
a Delaware limited partnership ("MCLP"), and General Cellular Corporation, a
Delaware corporation ("GCC"). GCC commenced operations in 1989 and MCLP was
formed in 1992. As a result of the Business Combination and a series of related
transactions, Western Wireless Corporation became the owner of all of the assets
of MCLP. Accordingly, all financial data relating to the Company herein with
respect to periods after the date of the Business Combination reflect the
operations of GCC and MCLP and all such data with respect to prior periods
reflect only the operations of GCC, which, for accounting purposes, is
considered Western Wireless Corporation's predecessor.
YEAR OF 1997
The Company has grown rapidly over the years with an average of 84%
growth in revenues each year from 1994 through 1997. The Company continued its
strong growth in 1997 as evidenced by the following landmarks. In January, the
Company was the high bidder on 100 PCS licenses in the Federal Communication
Commission's ("FCC") D and E Block auctions; all such licenses were granted and
paid for in 1997. In May, Western Wireless commenced operations in Denver, the
last of the Company's MTA licenses from the FCC's A block auction. In June, Cook
Inlet Western Wireless PV/SS PCS, LP ("Cook Inlets PCS"), in which the Company
holds a 49.9% interest, launched VoiceStream service in the Tulsa BTA, thus
becoming the first C Block licensee to become operational in a major market. In
October, Western Wireless acquired the business and assets of another wireless
provider with operations contiguous to that of the Company. The acquisition
added 12 cellular licenses, 8 PCS licenses and 58,500 cellular subscribers. In
November, an affiliate of Hutchison Telecommunications Limited ("HTL") acquired
$74 million of the Company's common stock in a private placement. During the
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fourth quarter, the Company also announced joint ventures that will further
expand the VoiceStream brand name in PCS markets in the western United States.
The Company anticipates continued growth in 1998. In February 1998, the Company
and HTL completed a transaction whereby HTL acquired a 19.9% interest in the
Company's subsidiary which owns and operates its PCS licenses and markets for
approximately $248 million.
STRATEGY
Historically, the Company has focused on the acquisition and operation
of cellular communications systems in RSAs and small MSAs in the western United
States. The Company's acquisition of PCS licenses enables it to significantly
expand both its customer base and geographic coverage and to offer enhanced
wireless communications services. The Company's initial focus with its PCS
licenses has been, and will continue to be, to commence operations in the most
densely populated areas within its PCS systems. The Company believes that
cellular is the optimum technology for rural, less densely populated areas
because they are less susceptible to competition and have a greater capacity for
future growth than most major markets, and that PCS is the optimum technology
for more densely populated urban areas where analog cellular systems are more
expensive to deploy and face potential capacity constraints. The Company has
entered markets at a relatively low cost, having purchased cellular licenses for
an average of $45.68 per pop overall, excluding the effect of licenses acquired
through business acquisitions. The Company's PCS MTA licenses were purchased at
an average of $10.81 per pop and the PCS BTA licenses were purchased at an
average of $3.13 per pop, including the Company's ownership percentage in Cook
Inlet PCS's licenses. "Pops" refers to the number of persons in a licensed area
multiplied by the Company's ownership interest in the license for such licensed
area.
The Company's operating strategy has been to (i) construct and commence
operations with high quality systems and extensive coverage in rural areas with
its cellular systems and in urban areas with its PCS systems; (ii) continue to
expand its operations through increased subscriber growth and usage; (iii)
utilize its centralized management and back office functions to support the
needs of its cellular and PCS subscribers, thereby further improving operating
efficiencies and generating greater economies of scale; and (iv) selectively
acquire cellular and PCS properties primarily in contiguous markets. The Company
is implementing its strategy by continuing to build its PCS systems, offering a
wide range of products and services at competitive prices, continually upgrading
the quality of its network, establishing strong brand recognition, creating a
strong sales and marketing program tailored to local markets and providing a
superior level of customer service.
The Company plans to continue to take advantage of opportunities to
enter new markets at a relatively low cost, including international ventures.
THE WIRELESS COMMUNICATIONS INDUSTRY
OVERVIEW
Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, the wireless communications industry
includes one-way radio applications, such as paging or beeper services, and
two-way radio applications, such as cellular, PCS and Enhanced Specialized
Mobilized Radio ("ESMR") networks. Historically, each application has been
licensed and operates in a distinct radio frequency block.
Since its introduction in 1983, wireless service has grown dramatically.
As of June 30, 1997, according to Cellular Telecommunications Industry
Association ("CTIA") there were over 48.7 million wireless subscribers in the
United States, representing a penetration rate of 18% and a growth of 10.6% from
December 31, 1996.
The following table sets forth certain domestic wireless industry
statistics derived from the data survey results published semi-annually by CTIA:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Total Service Revenues (in billions) .... $ 10.9 $ 14.2 $ 19.0 $ 23.6 $ 27.6
Ending Wireless Subscribers
(in millions).......................... 16.0 24.1 33.8 44.0 53.4
Subscriber Growth ....................... 45.1% 50.8% 40.0% 30.4% 21.4%
Average Monthly Service Revenue
per Subscriber ....................... $ 67.13 $ 59.08 $ 54.90 50.61 $ 47.23
Average Monthly Subscriber Revenue
per Subscriber ....................... $ 58.74 $ 51.48 $ 47.59 $ 44.66 $ 42.09
Ending Penetration ...................... 6.2% 9.4% 13.0% 17.0% 19.6%
</TABLE>
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These statistics represent results for the industry as a whole. Average
Monthly Service Revenue per Subscriber reflects per subscriber revenue including
roaming revenue, and Average Monthly Subscriber Revenue per Subscriber reflects
per subscriber revenue excluding roaming revenue.
The following chart illustrates the growth in United States wireless
subscribers through December 31, 1997 (subscribers at December 31, 1997 were
derived from the data survey results published semi-annually by the CTIA):
<TABLE>
<CAPTION>
U.S. WIRELESS SUBSCRIBERS
(MILLIONS OF SUBSCRIBERS)
<S> <C>
1984...................... 0.20
1985...................... 0.34
1986...................... 0.68
1987...................... 1.23
1988...................... 2.00
1989...................... 4.00
1990...................... 5.00
1992......................11.00
1993......................16.00
1994......................24.00
1995......................34.00
1996......................44.00
1997......................53.40
</TABLE>
Source: Cellular Telecommunications Industry Association
In the wireless communications industry, there are two principal
services licensed by the FCC for transmitting voice and data signals, "cellular
services" and "PCS." Cellular service is the predominant form of wireless voice
communications service currently available. The FCC has made available for
cellular service a portion of the radio spectrum from 830-870 MHz. Cellular
service is capable of providing high quality, high capacity service to and from
mobile, portable and stationary telephones. Cellular handsets are affordable and
easy to use and offer important benefits to both business and residential
consumers. Fully equipped, multi-cell cellular systems are capable of handling
thousands of calls at any given time and thus are capable of providing service
to hundreds of thousands of subscribers in a given market. See -- "Products and
Services."
Cellular systems are primarily analog based systems, although digital
technology has been introduced in certain markets. Analog technology currently
has several limitations, including lack of privacy and limited capacity. Digital
systems convert voice or data signals into a stream of digits that is compressed
before transmission, enabling a single radio channel to carry multiple
simultaneous signal transmissions. This enhanced capacity, along with
improvements in digital signaling, allows digital-based wireless technologies to
offer new and enhanced services, such as greater call privacy, and robust data
transmission features, such as "mobile office" applications (including
facsimile, electronic mail and wireless connections to computer/data networks,
including the Internet). See -- "Operation of Wireless Communications Systems."
PCS is a term commonly used in the United States to describe a portion
of radio spectrum (1850-1990 MHz). PCS spectrum was auctioned by the FCC
beginning with the A and B Blocks, which were auctioned by the FCC in late 1994
and 1995. In late 1995 and in 1996 the C Block was auctioned and the FCC
concluded simultaneous auctions of the D, E and F Blocks in 1997. This portion
of radio spectrum is to be used by PCS licensees to provide wireless
communications services. PCS competes directly with existing cellular telephone,
paging and specialized mobile radio services. PCS also includes features that
are not generally offered by cellular providers, such as data transmissions to
and from portable computers, advanced paging services and facsimile services. In
addition, wireless providers may offer mass market wireless local loop
applications in competition with wired local communications services. See --
Governmental Regulation" for a discussion of the FCC auction process and
"allocation of wireless licenses.
The Company, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. The Company has historically experienced highest usage and
revenue per subscriber during the summer months. The Company expects these
trends to continue.
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OPERATION OF WIRELESS COMMUNICATIONS SYSTEMS
Wireless communications system service areas, whether cellular or PCS,
are divided into multiple cells. Due to the frequencies in which they operate,
cellular cells generally have a wider transmission radius than PCS cells. In
both cellular and PCS systems, each cell contains a transmitter, a receiver and
signaling equipment (the "Cell Site"). The Cell Site is connected by microwave
or landline telephone lines to a switch that uses computers to control the
operation of the cellular communications system for the entire service area. The
system controls the transfer of calls from cell to cell as a subscriber's
handset travels, coordinates calls to and from handsets, allocates calls among
the cells within the system and connects calls to the local landline telephone
system or to a long distance telephone carrier. Wireless communications
providers establish interconnection agreements with local exchange carriers and
interexchange carriers, thereby integrating their system with the existing
landline communications system.
Because the signal strength of a transmission between a handset and a
Cell Site declines as the handset moves away from the Cell Site, the switching
office and the Cell Site monitor the signal strength of calls in progress. When
the signal strength of a call declines to a predetermined level, the switching
office may "hand off" the call to another Cell Site where the signal strength is
stronger. If a handset leaves the service area of a cellular or PCS system, the
call is disconnected unless there is a technical connection with the adjacent
system.
Analog cellular handsets are functionally compatible with cellular
systems in all markets within the United States. As a result, analog cellular
handsets may be used wherever a subscriber is located, as long as a cellular
system is operational in the area. Cellular system operators normally agree to
provide service to subscribers from other cellular systems who are temporarily
located in or traveling through their service areas. Agreements among system
operators provide that the carrier that normally provides services to the
roaming subscriber pays the serving carrier at rates prescribed by the serving
carrier.
Although PCS and cellular systems utilize similar technologies and
hardware, they operate on different frequencies and use different technical and
network standards. As a result, and as discussed further below, it is often not
possible for users of one type of system to "roam" on a different type of system
outside of their service area, or to hand off calls from one type of system to
another. This is also true for PCS subscribers seeking to roam in a PCS service
area served by operators using different technical standards.
PCS systems operate under one of three principal digital signal
transmission technologies, or standards, that have been proposed by various
operators and vendors for use in PCS systems: GSM, Code Division Multiple Access
("CDMA") or Time Division Multiple Access ("TDMA"). GSM and TDMA are both "time
division-based" standards but are incompatible with each other and with CDMA.
Accordingly, a subscriber of a system that utilizes GSM technology is currently
unable to use a GSM handset when traveling in an area not served by GSM-based
PCS operators, unless the subscriber carries a dual-mode handset that permits
the subscriber to use the analog cellular system in that area.
CELLULAR OPERATIONS
The Company operates cellular systems in 72 RSAs and 16 smaller MSAs,
and generally owns 100% of each of its cellular licenses. In these rural and
small urban markets, the Company's cellular systems cover large geographic areas
with relatively few Cell Sites, incorporating cost efficient technology.
The Company's experience is that several inherent attributes of RSAs and
small MSAs make such markets attractive. Such attributes include high subscriber
growth rates, population bases of customers with substantial needs for wireless
communications, the ability to cover larger geographic areas with fewer Cell
Sites than is possible in urban areas, less intense competitive environments and
less vulnerability to PCS competition.
See the financial results of the Company's cellular operations in the
footnotes to the consolidated financial statements located in Part II of the
Form 10-K.
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CELLULAR MARKETS AND SYSTEMS
The Company owns FCC licenses to provide wireless cellular
communications services in 88 separate markets. The Company's pops by cellular
market are as follows:
<TABLE>
<CAPTION>
CELLULAR OWNERSHIP THE COMPANY'S
MARKETS(1) POPULATION(2) PERCENTAGE POPULATION(2)
---------- ------------- ---------- -------------
<S> <C> <C> <C>
California
Mono (CA-6) 29,000 100 29,000
--------- ---------
California
Total 29,000 29,000
--------- ---------
Colorado
Pueblo 134,000 100 134,000
Elbert (CO-5) 34,000 100 34,000
Saguache
(CO-7) 50,000 100 50,000
Kiowa (CO-8) 48,000 100 48,000
Costilla
(CO-9) 30,000 100 30,000
--------- ---------
Colorado
Total 296,000 296,000
--------- ---------
Idaho
Idaho (ID-2)(3) 80,000 100 80,000
--------- ---------
Idaho Total 80,000 80,000
--------- ---------
Iowa
Sioux City 123,000 100 123,000
Monona (IA-8) 55,000 100 55,000
--------- ---------
Iowa Total 178,000 178,000
--------- ---------
Kansas
Jewell (KS-3) 54,000 100 54,000
Marshall (KS-4) 137,000 100 137,000
Ellsworth (KS-8) 131,000 100 131,000
Morris (KS-9) 59,000 100 59,000
Franklin
(KS-10) 110,000 100 110,000
Reno (KS-14) 177,000 100 177,000
--------- ---------
Kansas Total 668,000 668,000
--------- ---------
Minnesota
Kittson (MN-1) 49,000 100 49,000
Lake of the
Woods
(MN-2-A1) 26,000 100 26,000
Chippewa
(MN-7) 172,000 100 172,000
Lac qui Parie
(MN-8) 68,000 100 68,000
Pipestone
(MN-9) 133,000 100 133,000
--------- ---------
Minnesota
Total 448,000 448,000
--------- ---------
Missouri
Bates (MO-9) 81,000 100 81,000
--------- ---------
Missouri
Total 81,000 81,000
--------- ---------
Montana
Billings 131,000 98 128,000
Great Falls 82,000 100 82,000
Lincoln (MT-1) 158,000 100 158,000
Toole (MT-2) 37,000 100 37,000
Malta (MT-3) 16,000 100 16,000
Daniels (MT-4) 41,000 100 41,000
Mineral (MT-5) 194,000 100 194,000
Deer Lodge
(MT-6) 66,000 100 66,000
Fergus (MT-7) 31,000 100 31,000
Beaverhead
(MT-8) 96,000 100 96,000
Carbon (MT-9) 34,000 100 34,000
Prairie
(MT-10) 20,000 100 20,000
--------- ---------
Montana
Total 906,000 903,000
--------- ---------
Nevada
Humbolt (NV-1) 44,000 100 44,000
Lander (NV-2) 50,000 100 50,000
Mineral (NV-4) 38,000 100 38,000
White Pine
(NV-5) 14,000 100 14,000
--------- ---------
Nevada Total 146,000 146,000
--------- ---------
New Mexico
Lincoln (NM-6) 255,000 100 255,000
--------- ---------
New Mexico
Total 255,000 255,000
--------- ---------
North Dakota
Bismarck 95,000 100 95,000
Fargo 171,000 100 171,000
Grand Forks 106,000 100 106,000
Divide (ND-1) 106,000 100 106,000
Bottineau
(ND-2) 62,000 100 62,000
McKenzie (ND-4) 63,000 100 63,000
Kidder (ND-5) 48,000 100 48,000
--------- ---------
North Dakota
Total 651,000 651,000
--------- ---------
Oklahoma
Beckham (OK-7) 133,000 100 133,000
Jackson (OK-8) 99,000 100 99,000
--------- ---------
Oklahoma
Total 232,000 232,000
--------- ---------
South Dakota
Rapid City 114,000 100 114,000
Sioux Falls 142,000 99 141,000
Harding (SD-1) 38,000 100 38,000
Corson (SD-2) 23,000 100 23,000
McPherson
(SD-3) 54,000 100 54,000
Marshall (SD-4) 71,000 100 71,000
Custer (SD-5) 27,000 100 27,000
Haakon (SD-6) 41,000 100 41,000
Sully (SD-7) 67,000 100 67,000
Kingsbury
(SD-8) 74,000 100 74,000
Harrison (SD-9) 100,000 100 100,000
--------- ---------
South Dakota
Total 751,000 750,000
--------- ---------
Texas
Abilene 157,000 100 157,000
Lubbock 237,000 100 237,000
Midland 121,000 96 116,000
Odessa 125,000 96 120,000
San Angelo 103,000 100 103,000
Dallam (TX-1) 56,000 100 56,000
Hansford (TX-2) 89,000 100 89,000
Parmer (TX-3) 139,000 100 139,000
Briscoe (TX-4) 40,000 100 40,000
Hardeman (TX-5) 77,000 100 77,000
Gaines (TX-8) 136,000 100 136,000
Hudspeth
(TX-12) 27,000 100 27,000
Reeves (TX-13) 33,000 100 33,000
Loving (TX-14) 45,000 100 45,000
--------- ---------
Texas Total 1,385,000 1,375,000
--------- ---------
</TABLE>
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<TABLE>
<CAPTION>
CELLULAR OWNERSHIP THE COMPANY'S
MARKETS(1) POPULATION(2) PERCENTAGE POPULATION(2)
---------- ------------- ---------- -------------
<S> <C> <C> <C>
Nebraska
Lincoln 237,000 100 237,000
Cherry (NE-2) 31,000 100 31,000
Knox (NE-3) 120,000 100 120,000
Grant (NE-4) 36,000 100 36,000
Columbus
(NE-5) (4) 149,000 100 149,000
Keith (NE-6) 110,000 100 110,000
Hall (NE-7) 94,000 100 94,000
Chase (NE-8) 58,000 100 58,000
Adams (NE-9) 82,000 100 82,000
Cass (NE-10) 88,000 100 88,000
--------- ---------
Nebraska
Total 1,005,000 1,005,000
--------- ---------
Utah
Juab (UT-3) 58,000 100 58,000
Beaver (UT-4) 119,000 100 119,000
Piute (UT-6) 30,000 100 30,000
--------- ---------
Utah Total 207,000 207,000
--------- ---------
Wyoming
Casper 66,000 100 66,000
Sheridan (WY-2) 80,000 100 80,000
Douglas (WY-5) 13,000 49 6,000
--------- ---------
Wyoming Total 159,000 152,000
--------- ---------
Cellular Total 7,477,000 7,456,000
========= =========
</TABLE>
(1) Excludes two markets containing a population of 226,000 in which the
Company operates under an Interim Operating Authority ("IOA").
(2) Estimated 1998 populations are based on 1997 estimates by Equifax adjusted
by the Company by a growth factor based upon Equifax's growth factors from
1995 to 1997.
(3) The population for Idaho 2 includes 5,000 persons in Idaho 3 which the
Company has construction permits to build Cell Sites under its Idaho 2
license.
(4) The Company has entered into a definitive purchase agreement for this
market. The transaction is expected to close during the third quarter of
1998. The Company previously operated this market under an IOA.
PCS OPERATIONS
The Company owns 111 PCS licenses, covering approximately 64.2 million
persons. The Company operates PCS systems in the Honolulu, Salt Lake City, El
Paso/Albuquerque, Portland, Oklahoma City, Des Moines/Quad Cities and Denver
MTAs, and is constructing the initial phase of its PCS systems in the Seattle,
Phoenix and Tucson BTAs. The Company has not yet finalized its construction
plans for all of the licenses purchased in the D and E Block auctions. Cook
Inlet PCS provides service in the Tulsa, Oklahoma BTA utilizing the VoiceStream
brand name. Through joint ventures, PCS services are offered or will be offered
under the VoiceStream brand name in the Wichita, Kansas BTA and certain BTAs in
Iowa.
The Company believes its PCS service offerings are broader than those
generally offered by cellular systems in the Company's PCS markets. PCS service
offerings initially include all of the services typically provided by cellular
systems, as well as paging, caller identification, text messaging, smart cards,
voice mail, over-the-air activation and over-the-air subscriber profile
management.
The Company's goal is to achieve significant market penetration by
aggressively marketing competitively priced PCS services under its proprietary
VoiceStream brand name, offering enhanced services not generally provided by
cellular operators and providing superior customer service. In addition, the
Company is structured to be a low-cost provider of PCS services by taking
advantage of the existing business infrastructure and business experience
established in connection with its cellular operations, including centralized
management, marketing, billing and customer service functions, and by focusing
on efficient customer acquisition and retention. See -- "Products and
Services."
The Company's experience is that PCS technology is better suited to
urban areas than rural areas and has cost advantages relative to cellular
technology in urban areas. PCS Cell Sites operate at a higher frequency and
lower power than cellular Cell Sites and, therefore, typically have a smaller
coverage area. Unlike rural areas, wireless systems in urban areas require
substantial frequency "reuse" to provide high capacity. The coverage advantage
that cellular frequencies and analog technology enjoy in rural areas is not
present in urban areas because analog cellular technology does not provide
efficient frequency reuse. As a result, the higher frequency, lower power,
digital PCS systems are likely to provide greater capacity in urban areas.
The Company has selected GSM as the digital standard for its PCS system
because the Company believes it has significant advantages over the other
competing digital standards, including the experience of years of proven
operability in Europe and Asia, enhanced features and an open system
architecture that will
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allow the Company to choose from a variety of equipment options and providers.
GSM is the leading digital wireless standard in the world, with over 66 million
customers in 109 countries.
The Company has entered into roaming agreements or letters of intent
with substantially all of the licensees which have chosen to deploy the GSM
standard in their PCS markets in the United States which will provide for
roaming by the Company's PCS subscribers into these carriers' PCS markets, and
vice versa, when such systems are operational. The Company also has over 70
reciprocal roaming agreements or letters of intent with a variety of
international carriers who have chosen to deploy the GSM standard. The Company
anticipates entering into similar agreements with other domestic and
international carriers who deploy the GSM standard and with other cellular
carriers.
See the financial results of the Company's PCS operations in the
footnotes to the consolidated financial statements located in Part II of the
Form 10-K.
PCS MARKETS AND SYSTEMS
The Company owns 111 FCC licenses to provide wireless PCS communications
services in the markets listed below. The MTA licenses owned by the Company are
30 MHz blocks in the A and B Blocks and the BTA licenses are 10 MHz blocks in
the D and E Blocks. See--"Governmental Regulation - Licensing of PCS
Systems."
<TABLE>
<CAPTION>
PCS MTA MARKETS PCS BTA MARKETS POPULATION(1)
- --------------- --------------- -------------
<S> <C> <C>
Honolulu 1,198,000
Portland 3,561,000
Salt Lake City 3,120,000
St. George 130,000
Denver 4,641,000
El Paso/Albuquerque 2,540,000
Oklahoma City 2,009,000
Enid 87,000
Oklahoma City 1,416,000
Ponca City 47,000
Stillwater 77,000
Des Moines/Quad 3,124,000
Cities (2) (4)
Seattle
Seattle-Tacoma 2,988,000
Olympia-Centralia 323,000
Phoenix
Phoenix 3,013,000
Tucson 812,000
Yuma 142,000
Prescott 149,000
Flagstaff 115,000
Sierra
Vista-Douglas 117,000
Nogales 39,000
San Antonio
San Antonio 1,783,000
Corpus Christi 559,000
McAllen 582,000
Brownsville-
Harlingen 352,000
Laredo 213,000
San Francisco
San Francisco 6,843,000
Spokane
Billings 325,000
Great Falls 167,000
Walla
Walla-Pendleton 168,000
Kennewick-Pasco-
Richland 188,000
Missoula 171,000
Lewiston-Moscow 124,000
Butte 68,000
Bozeman 80,000
Kalispell 75,000
Helena 69,000
Wichita
Wichita 637,000
Salina 147,000
Hutchinson 127,000
Tulsa
Coffeyville 63,000
Omaha
Lincoln 335,000
Grand
Island-Kearney 149,000
Norfolk 115,000
North Platte 86,000
Hastings 74,000
McCook 35,000
Kansas City
Manhattan-Junction
City 124,000
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
PCS MTA MARKETS PCS BTA MARKETS POPULATION(1)
- --------------- --------------- -------------
<S> <C> <C>
Dallas
Austin 1,171,000
Amarillo 399,000
Abilene 261,000
Odessa (3) 220,000
San Angelo 164,000
Midland (3) 126,000
Paris 92,000
Clovis 81,000
Brownwood 63,000
Hobbs 58,000
Big Spring 35,000
Lubbock 405,000
St. Louis
St. Louis 2,852,000
Carbondale-Marion 218,000
Columbia 208,000
Cape Girardeau-
Sikeston 188,000
Quincy-Hannibal 182,000
Poplar Bluff 154,000
Jefferson City 154,000
Mount Vernon-
Centralia 125,000
Rolla 93,000
West Plains 77,000
Kirksville 57,000
Milwaukee
Milwaukee 1,808,000
Cleveland
Cleveland-Akron 2,968,000
Canton-New
Philadelphia 533,000
Youngstown-Warren 487,000
Erie 280,000
Mansfield 230,000
Sandusky 139,000
Sharon 122,000
East Liverpool-
Salem 113,000
Ashtabula 104,000
Meadville 91,000
Minneapolis
Fargo 314,000
Grand Forks 214,000
Sioux Falls 233,000
Bismarck 131,000
Aberdeen 88,000
Mitchell 85,000
Watertown 78,000
Bemidji 64,000
Huron 55,000
Willmar-Marshall 83,000
Worthington 96,000
Chicago
Jacksonville 71,000
Little Rock
Little Rock 944,000
Fort Smith 315,000
Fayetteville-Spring-
dale-Rogers 292,000
Jonesboro-Paragould 176,000
Pine Bluff 151,000
Hot Springs 136,000
Russellville 96,000
Harrison 90,000
Cincinnati
Dayton-Springfield 1,225,000
Richmond
Norfolk-VA Beach 1,761,000
Richmond-Petersburg 1,179,000
Danville 168,000
Lynchburg 157,000
Staunton-Waynesboro 106,000
Martinsville 88,000
==========
PCS Total(5) 64,204,000
==========
</TABLE>
(1) Estimated 1998 populations are based on 1997 estimates by Equifax adjusted
by the Company by a growth factor based upon Equifax's growth factors from
1995 to 1997.
(2) "Quad Cities" refers to the cities of Moline and Rock Island, Illinois,
and Bettendorf and Davenport, Iowa.
(3) The Company was the high bidder on two 10 MHz licenses in these BTAs.
(4) The Company owns a license for the Des Moines/Quad Cities MTA consisting
of the following: 30 MHz in seven urban counties within the Des Moines
BTA, which is part of the Des Moines/Quad Cities MTA, and 10 MHz in all
the other counties within the Des Moines/Quad Cities MTA. The Company
contributed the other 20 MHz in the Des Moines/Quad Cities MTA to a
joint venture that will operate such markets utilizing the VoiceStream
brand name. The population of the markets to be served by this joint
venture is 2,556,000.
(5) Total PCS pops reflected here are net of the Oklahoma BTA markets which
overlap the Oklahoma MTA markets and the Salt Lake City BTA markets which
overlap the Salt Lake City MTA markets.
10
<PAGE> 11
Cook Inlet PCS is a Delaware limited partnership ultimately controlled
by Cook Inlet Region, Inc., an Alaska Native Regional Corporation, which
qualifies Cook Inlet PCS for additional benefits available to a small business.
The Company has a 49.9% partnership interest in Cook Inlet PCS. Cook Inlet PCS
began operations in the Tulsa BTA in June of 1997. Cook Inlet PCS has not yet
finalized its construction plans for the other licenses it owns.
Cook Inlet PCS owns FCC licenses to provide wireless PCS communications
services in 21 separate BTA markets. The licenses owned by Cook Inlet PCS are 30
MHz blocks in the C Block except as noted below. See--"Governmental
Regulation - Licensing of PCS Systems."
<TABLE>
<CAPTION>
PCS MTA MARKETS PCS BTA MARKETS POPULATION (1)
--------------- --------------- --------------
<S> <C> <C>
Seattle
Seattle-Tacoma (2) 2,988,000
Yakima 249,000
Bremerton 239,000
Wenatchee 199,000
Aberdeen 89,000
Port Angeles 89,000
Bellingham (2) 155,000
Spokane
Spokane 729,000
Walla Walla-Pendleton 168,000
Phoenix
Phoenix (2) 3,013,000
Tucson (2) 812,000
Dallas
Temple-Killeen (2) 361,000
Wichita Falls 216,000
Sherman-Denison 162,000
Tulsa
Tulsa 905,000
Muskogee 161,000
Coffeyville 63,000
Bartlesville 47,000
Kansas City
Pittsburg-Parsons (2) 92,000
Minneapolis
Worthington (3) 96,000
Cincinnati
Cincinnati (2) 2,136,000
----------
Total 12,969,000
==========
</TABLE>
(1) Estimated 1998 populations are based on 1997 estimates by Equifax adjusted
by the Company by a growth factor based upon Equifax's growth factors from
1995 to 1997.
(2) Represents a 10 MHz license obtained in the F Block auctions. See
-- "Governmental Regulation -- Licensing of PCS Systems."
(3) Cook Inlet PCS has entered into an agreement to sell this license to a
third party. This transaction is anticipated to close during the second
quarter of 1998.
11
<PAGE> 12
PRODUCTS AND SERVICES
The Company provides a variety of wireless products and services
designed to match a range of needs for business and personal use.
CELLULAR
The Company offers its subscribers high quality cellular communications,
as well as several custom calling services, such as call forwarding, call
waiting, conference calling, voice message storage and retrieval and no-answer
transfer. In addition, all subscribers can access local government emergency
services from their cellular handsets (with no air time charge) by dialing 911.
The Company will continue to evaluate new products and services that may be
complementary to its wireless operations. The Company has designed several
pricing options to meet the varied needs of its customer base. Most options
consist of a fixed monthly charge (with varying allotments of included minutes,
in some cases), plus additional variable charges per minute of use. In addition,
in most cases the Company separately charges for its custom calling features.
The Company provides extended regional and national service to cellular
subscribers in its markets, through its membership in North American Cellular
Network ("NACN") and other regional networking arrangements, thereby allowing
them to make and receive calls while in other cellular service areas without
dialing special access codes. NACN is the largest wireless telephone network
system in the world, linking non-wireline cellular operators throughout the
United States, Canada, Puerto Rico and the Virgin Islands. The Company also has
special roaming arrangements with certain cellular carriers in areas adjacent to
the Company's markets that provide the Company's customers attractive rates when
roaming in these surrounding areas.
PCS
The Company currently offers several distinct services and features in
its PCS systems, including:
Enhanced Features -- The Company's PCS systems offer caller identification, call
hold, voice mail and numeric paging, as well as custom calling features such as
call waiting, conference calling and call forwarding.
Messaging and Wireless Data Transmission -- Digital networks offer voice and
data communications, including text messaging, through a single handset. The
Company believes that, as data transmission services develop, a number of uses
for such services will emerge.
Call Security and Privacy -- Sophisticated encryption algorithms provide
increased call security, encouraging users to make private, business and
personal calls with significantly lower risk of eavesdropping than on
analog-based systems.
Smart Card -- "Smart" cards, programmed with the user's billing information and
a specified service package, allow subscribers to obtain PCS connectivity
automatically, simply by inserting their smart cards into compatible PCS
handsets.
Over-the-Air Activation and Over-the-Air Subscriber Profile Management -- The
Company is able to transmit changes in the subscriber's feature package,
including mobile number assignment and personal directory numbers, directly to
the subscriber's handset.
Extended Battery Performance -- Digital handsets are capable of entering into a
"sleep" mode when not in use, significantly extending the handset's battery
performance. In addition, because the Company's PCS systems utilize tightly
spaced, low power transmitters, less power is required to transmit calls,
thereby further extending battery performance.
Roaming -- Subscribers are able to roam in substantial portions of the United
States, either on other GSM-based PCS systems operated by current licensees or
by using dual-mode handsets that can be used on existing cellular systems. The
Company has entered into roaming agreements which allow its PCS customers to
roam on cellular systems. The Company has been advised by the manufacturers of
dual-mode handsets that such handsets will be commercially available in
significant quantities in the first half of 1998 and it has entered into
agreements with suppliers to acquire dual-mode handsets when available.
12
<PAGE> 13
MARKETING, SALES AND CUSTOMER SERVICE
The Company's sales and marketing strategy is to generate continued net
subscriber growth and increased subscriber revenues. In addition, the Company
targets a customer base which it believes is likely to generate higher monthly
service revenues, while attempting to achieve a low cost of adding new
subscribers. The Company markets its services under nationally recognized and
proprietary brand names, and sells its products and services through a
combination of direct and indirect distribution channels.
MARKETING
The Company markets its cellular products and services in all markets
principally under the name CELLULAR ONE. CELLULAR ONE, the first national brand
name in the cellular industry, is currently utilized by a national coalition of
cellular licensees in the 50 states with a combined estimated population of over
191 million. The national advertising campaign conducted by the Cellular One
Group enhances the Company's advertising exposure at a lesser cost than what
could be achieved by the Company alone.
The Company markets its PCS products and services under its proprietary
VoiceStream brand name. The Company's objective is to develop brand recognition
of VoiceStream through substantial advertising and direct marketing in each of
its PCS markets. In marketing its PCS services, the Company intends to emphasize
the enhanced features, privacy and competitive pricing of such services.
Initially, the Company intends to concentrate its PCS marketing efforts
primarily on businesses and individuals "on-the-go," which would benefit from
integrated mobile voice, messaging and wireless data transmission capabilities,
and subscribers with substantial needs for wireless communications, who would
benefit from enhanced features and services.
SALES
The Company sells its products and services through a combination of
direct and indirect channels. The Company operates 234 local sales offices
(which also serve as retail sales locations), including 149 under the CELLULAR
ONE brand name, 14 under the CelluarOne Express brand name and 71 under the
VoiceStream brand name, and utilizes a direct sales force of over 1,150 persons
based out of these offices, who are trained to educate new customers on the
features of its products. Sales commissions generally are linked both to
subscriber revenue and subscriber retention, as well as activation levels.
The Company believes that its local sales offices provide the physical
presence in local markets necessary to position the Company as a quality local
service provider, and give the Company greater control over both its costs and
the sales process. The Company also utilizes indirect sales through an extensive
network of national and local merchant and specialty retailers. The Company
intends to continue to use a combination of direct and indirect sales channels,
with the mix depending on the demographics of each particular market.
In addition, the Company acts as a retail distributor of handsets and
maintains inventories of handsets. Although subscribers generally are
responsible for purchasing or otherwise obtaining their own handsets, the
Company has historically sold handsets below cost to respond to competition and
in accordance with general industry practice.
CUSTOMER SERVICE
Customer service is a significant element of the Company's operating
philosophy. The Company is committed to attracting and retaining subscribers by
providing consistently superior customer service. At its headquarters in
Issaquah, Washington, the Company maintains a highly sophisticated monitoring
and control system, a staff of customer service personnel and a well-trained
technical staff to handle both routine and complex questions as they arise, 24
hours a day, 365 days a year.
The Company implements credit check procedures at the time of sale and
continuously monitors customer churn (the rate of subscriber attrition). The
Company believes that it helps manage its churn through an outreach program by
its sales force and customer service personnel. This program not only enhances
subscriber loyalty, but also increases add-on sales and customer referrals. The
outreach program allows the sales staff to check customer satisfaction, as well
as to offer additional calling features, such as voice mail, call waiting and
call forwarding.
13
<PAGE> 14
The Company opened a customer call center in Albuquerque, New Mexico,
during the second half of 1997. This facility, along with the Company's customer
call center in Issaquah, Washington, will support the Company's current cellular
and PCS customers and will be able to support the Company's expected subscriber
growth for the foreseeable future. As these customer call centers are in
different regions of the country, they will also provide backup for one another
in case of natural disaster, which will allow the Company to maintain continuous
customer service.
SUPPLIERS AND EQUIPMENT VENDORS
The Company does not manufacture any of the handsets or Cell Site
equipment used in the Company's operations. The high degree of compatibility
among different manufacturer's models of handsets and Cell Site equipment allows
the Company to design, supply and operate its systems without being dependent
upon any single source of such equipment. The handsets and Cell Site equipment
used in the Company's operations are available for purchase from multiple
sources, and the Company anticipates that such equipment will continue to be
available in the foreseeable future. The Company currently purchases handsets
primarily from Motorola, Inc., Ericsson Inc. and Nokia Telecommunications, Inc.
The Company currently purchases Cell Site and switching equipment primarily from
Northern Telecom, Inc., Lucent Technologies, Inc. and Nokia Telecommunications,
Inc.
COMPETITION
Competition for subscribers among wireless licensees is based
principally upon the services and features offered, the technical quality of the
wireless system, customer service, system coverage, capacity and price. Such
competition may increase to the extent that licenses are transferred from
smaller, stand-alone operators to larger, better capitalized and more
experienced wireless communications operators who may be able to offer
subscribers certain network advantages similar to those offered by the Company.
Under current FCC rules, there may be up to six PCS licenses in
each geographic area in addition to the two existing cellular licenses. Also,
the FCC has licensed Specialized Mobile Radio ("SMR") dispatch system operators
to construct digital mobile communications systems on existing SMR frequencies,
referred to as Enhanced Specialized Mobile Radio ("ESMR"), in many cities
throughout the United States, including some of the markets in which the Company
operates. The Company has one cellular competitor in each of its cellular
markets including AirTouch Cellular Communications, Inc. ("AirTouch"), Aliant
Communications, Inc., CommNet Cellular Inc., Kansas Cellular, Southwestern Bell
Mobile Systems and United States Cellular Corporation ("US Cellular"), and there
may be as many as six PCS licensees in each of its markets. Currently, the
Company's principal competitors in its PCS business are PCS PrimeCo L.P., Sprint
Spectrum L.P., and AT&T Wireless Services Inc. ("AT&T Wireless"), as well as the
two existing cellular providers in its PCS markets. ESMR systems, including
those operated by Nextel Communications, Inc., are competitive with the
Company's cellular and PCS systems. The Company also competes with paging,
dispatch and conventional mobile telephone companies, resellers and landline
telephone service providers in its cellular and PCS markets. Potential users of
cellular systems may, however, find their communications needs satisfied by
other current and developing technologies. One or two-way paging or beeper
services that feature voice messaging and data display as well as tone only
service may be adequate for potential subscribers who do not need to speak to
the caller. In the future, cellular service may also compete more directly with
traditional landline telephone service providers.
The Company's PCS business directly competes with existing cellular
service providers in its PCS markets, many of which have been operational for a
number of years and have significantly greater financial and technical resources
than those available to the Company and who may upgrade their systems to provide
comparable services in competition with the Company's PCS systems. These
cellular competitors include AT&T Wireless, AirTouch and US Cellular.
The FCC requires all cellular and PCS licensees to provide service to
"resellers." A reseller provides wireless service to customers but does not hold
an FCC license or own facilities. Instead, the reseller buys blocks of wireless
telephone numbers and capacity from a licensed carrier and resells service
through its own distribution network to the public. Thus, a reseller is both a
customer of a wireless licensee's services and also a competitor of that
licensee. Several small resellers currently operate in competition with the
Company's systems. With respect to PCS licensees, the resale obligations
terminate five years after the last group of initial licenses of currently
allotted PCS spectrum is awarded.
In the future, the Company expects to face increased competition from
entities providing similar services using other communications technologies,
including satellite-based telecommunications systems. While some of these
technologies and services are currently operational, others are being developed
or may be developed in the future.
14
<PAGE> 15
The Company recognizes that technological advances and changing
regulations have led to rapid evolution of the wireless telecommunications
industry. At the end of 1996, the FCC, as required by the Omnibus Budget
Reconciliation Act of 1993, transferred 200 MHz of spectrum previously allocated
to Federal Government use to the private sector. In April of 1997, the FCC
auctioned 30 MHz of spectrum for Wireless Communications Services, which can
provide fixed or mobile telecommunications service. In late 1997, the FCC also
auctioned 10 MHz of spectrum for Specialized Mobile Radio service, another
potential competitor with PCS and cellular service. Moreover, in 1998, the FCC
commenced an auction of more than 1000 MHz of spectrum for the Local Multipoint
Distribution Services. It also plans 1998 to auction in 25 MHz of spectrum for
the General Wireless Communications Service, plus additional spectrum in the 220
MHz and 39 GHz bands. The Company cannot foresee how technological progress or
economic incentive will affect competition from these new services. In all
instances, the FCC reserves the right to amend or repeal its service regulations
and auction schedule.
GOVERNMENTAL REGULATION
The FCC regulates the licensing, construction, operation, acquisition
and sale of cellular and PCS systems in the United States pursuant to the
Communications Act of 1934 (the "Communications Act" ), as amended from time to
time, and the rules, regulations and policies promulgated by the FCC thereunder.
LICENSING OF CELLULAR COMMUNICATIONS SYSTEMS
A cellular communications system operates under a protected geographic
service area license granted by the FCC for a particular market on one of two
frequency blocks allocated for cellular service. One license for each market was
initially awarded to a company or group that was affiliated with a local
landline telephone carrier in such market and is called the wireline or "B" band
license and the other license is called the non-wireline or "A" band license.
Following notice of completion of construction, a cellular operator obtains
initial operating authority. Cellular authorizations are generally issued for a
10-year term beginning on the date of the initial notification of construction
by a cellular carrier. Under FCC rules, the authorized service area of a
cellular provider in each of its markets is referred to as the Cellular
Geographic Service Area or CGSA. A cellular licensee has the exclusive right to
serve the entire area that falls within the licensee's MSA or RSA for a period
of five years after grant of the licensee's construction permit. At the end of
the five-year period, however, the licensee's exclusive CGSA rights become
limited to the area actually served by the licensee as of that time, as
determined pursuant to a formula adopted by the FCC. After the five-year period
any entity may apply to serve portions of the MSA or RSA not being served by the
licensee. The five year exclusivity period has expired for most licensees and
parties have filed unserved area applications, including some in the Company's
markets.
Near the conclusion of the 10-year license term, licensees must file
applications for renewal of licenses. The FCC has adopted specific standards to
apply to cellular renewals, under which standard the FCC will award a renewal
expectancy to a cellular licensee that (i) has provided substantial service
during its past license term and (ii) has substantially complied with applicable
FCC rules and policies and the Communications Act. Violations of the
Communications Act or the FCC's rules could result in license revocations,
forfeitures or fines. The Company has approximately 35 cellular licenses which
will be subject to renewal in the next three years. While the Company believes
that each of its cellular licenses will be renewed, there can be no assurance
that all of the licenses will be renewed.
Cellular radio service providers must also satisfy a variety of FCC
requirements relating to technical and reporting matters. One such requirement
is the coordination of proposed frequency usage with adjacent cellular users,
permittees and licensees in order to avoid electrical interference between
adjacent systems. In addition, the height and power of base station transmitting
facilities and the type of signals they emit must fall within specified
parameters. The FCC has also provided guidelines respecting cellular service
resale and roaming practices and the terms under which certain ancillary
services may be provided through cellular facilities.
Cellular and PCS systems are subject to certain FAA regulations
respecting the location, lighting and construction of transmitter towers and
antennae and may be subject to regulation under the National Environmental
Policy Act and the environmental regulations of the FCC. State or local zoning
and land use regulations also apply to the Company's activities. The Company
uses, among other facilities, common carrier point to point microwave
facilities to connect Cell Sites and to link them to the main switching office.
These facilities are separately licensed by the FCC and are subject to
regulation as to technical parameters and service.
15
<PAGE> 16
The Communications Act preempts state and local regulation of the entry
of, or the rates charged by, any provider of commercial mobile radio service
("CMRS") or any private mobile radio service ("PMRS"). CMRS includes cellular
and PCS service.
TRANSFERS AND ASSIGNMENTS OF CELLULAR LICENSES
The Communications Act and FCC rules require the FCC's prior approval of
the assignment or transfer of control of a construction permit or license for a
cellular system (proforma transfer of control does not require prior FCC
approval). Subject to FCC approval, a license or permit may be transferred
from a nonwireline entity to a wireline entity, or vice versa. Non-controlling
interests in an entity that holds a cellular license or cellular system
generally may be bought or sold without prior FCC approval. Any acquisition or
sale by the Company of cellular interests may also require the prior approval of
the Federal Trade Commission and the Department of Justice, if over a certain
size, as well as any state or local regulatory authorities having competent
jurisdiction.
In addition, the FCC's rules prohibit the alienation of any ownership
interest in an RSA application, or an entity holding such an application, prior
to the grant of a construction permit. For unserved cellular areas, no change of
control may take place until after the FCC has granted both a construction
permit and a license and the licensee has provided service to the public for at
least one year. These restrictions affect the ability of prospective purchasers,
including the Company, to enter into agreements for RSA and unserved area
acquisitions prior to the lapse of the applicable transfer restriction periods.
The restriction on sales of interests in RSA and unserved area applications and
on agreements for such sales should not have a greater effect on the Company
than on any other prospective buyer.
LICENSING OF PCS SYSTEMS
In order to increase competition in wireless communications, promote
improved quality and service and make available the widest possible range of
wireless services, federal legislation was enacted directing the FCC to allocate
radio frequency spectrum for PCS by competitive bidding. A PCS system operates
under a protected geographic service area license granted by the FCC for a
particular market on one of six frequency blocks allocated for broadband PCS
service. The FCC has divided the United States and its possessions and
territories into PCS markets made up of 493 BTAs and 51 MTAs. Each MTA consists
of at least two BTAs. As many as six licensees will compete in each PCS service
area. The FCC has allocated 120 MHz of radio spectrum in the 2 GHz band for
licensed broadband PCS services. The FCC divided the 120 MHz of spectrum into
six individual blocks, each of which is allocated to serve either MTAs or BTAs.
The spectrum allocation includes two 30 MHz blocks (A and B Blocks) licensed for
each of the 51 MTAs, one 30 MHz block (C Block) licensed for each of the 493
BTAs, and three 10 MHz blocks (D, E and F Blocks) licensed for each of the 493
BTAs. A PCS license will be awarded for each MTA or BTA in every block, for a
total of more than 2,000 licenses. During 1997, the last of these auctions was
completed; however, a reauction of certain C Block licenses is currently
scheduled for the second half of 1998.
Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband PCS licensees, no entity may hold licenses for more than 45
MHz of PCS, cellular and SMR services regulated as CMRS where there is
significant overlap in any geographic area (significant overlap will occur when
at least ten percent of the population of the PCS licensed service area is
within the CGSA(s) and/or SMR service area(s)).
The Company owns cellular licenses serving markets that are wholly or
partially within the Denver MTA and the Oklahoma City MTA, resulting in the
Company exceeding the FCC's current 45 MHz CMRS crossownership restriction
described above. The Company has filed waiver requests with the FCC with respect
to both MTAs, both of which are pending, and has been allowed to delay
compliance with the ownership restriction until the FCC rules on the waiver
requests. In the event that this restriction is not waived or the rule itself
revised, the Company will be obligated to divest sufficient portions of its
Denver and Oklahoma City PCS markets or its cellular holdings to come into
compliance with the rules. The Company does not believe such restriction or any
actions the Company is required to take to comply therewith will have a material
adverse effect on the Company.
All PCS licenses will be granted for a ten year term, at the end of
which they must be renewed. The FCC has adopted specific standards to apply to
PCS renewals, under which the FCC will award a renewal expectancy to a PCS
licensee that (i) has provided substantial service during its past license term
and (ii) has substantially complied with applicable FCC rules and policies and
the Communications Act. All 30 MHz PCS licensees, including the Company, must
construct facilities that offer coverage to one-third of the population of their
service area within five years of their initial license grants and to two-thirds
of the population within ten years. Licensees that fail to meet the coverage
requirements may be subject to forfeiture of the license.
16
<PAGE> 17
FCC rules restrict the voluntary assignments or transfers of control of
C and F Block licenses. During the first five years of the license term,
assignments or transfers affecting control are permitted only to assignees or
transferees that meet the eligibility criteria for participation in the
entrepreneur block auction at the time the application for assignment or
transfer of control is filed, or if the proposed assignee or transferee holds
other licenses for C and F Blocks and, at the time of receipt of such licenses,
met the same eligibility criteria. Any transfers or assignments during the
entire ten year initial license term are subject to unjust enrichment penalties,
i.e., forfeiture of any bidding credits and acceleration of any installment
payment plans should the assignee or transferee not qualify for the same
benefits. In the case of the C and F Blocks, the FCC will conduct random audits
to ensure that licensees are in compliance with the FCC's eligibility rules.
Violations of the Communications Act or the FCC's rules could result in license
revocations, forfeitures or fines.
For a period of up to ten years after the grant of a PCS license
(subject to extension), a PCS licensee will share spectrum with existing
licensees that operate certain fixed microwave systems within its license area.
To secure a sufficient amount of unencumbered spectrum to operate its PCS
systems efficiently and with adequate population coverage, the Company will
need to relocate many of these incumbent licensees. In an effort to balance
the competing interests of existing microwave users and newly authorized PCS
licensees, the FCC has adopted (i) a transition plan to relocate such microwave
operators to other spectrum blocks and (ii) a cost sharing plan so that if the
relocation of an incumbent benefits more than one PCS licensee, the benefiting
PCS licensees will share the cost of the relocation. Initially, this transition
plan allowed most microwave users to operate in the PCS spectrum for a two-year
voluntary negotiation period and an additional one-year mandatory negotiation
period. The FCC has shortened the voluntary negotiation period by one year
(without lengthening the mandatory negotiation period) for PCS licensees in
the C, D, E and F Blocks. For public safety entities dedicating a majority of
their system communications for police, fire or emergency medical services
operations, the voluntary negotiation period is three years, with an additional
two year mandatory negotiation period. Parties unable to reach agreement within
these time periods may refer the matter to the FCC for resolution, but the
incumbent microwave user is permitted to continue its operations until final
FCC resolution of the matter. The transition and cost sharing plans expire on
April 4, 2005, at which time remaining incumbents in the PCS spectrum will be
responsible for their costs to relocate to alternate spectrum locations.
TRANSFERS AND ASSIGNMENTS OF PCS LICENSES
The Communications Act and FCC rules require the FCC's prior approval of
the assignment or transfer of control of a license for a PCS system (proforma
transfer of control does not require prior FCC approval). In
addition, the FCC has established transfer disclosure requirements that require
licensees who transfer control of or assign a PCS license within the first three
years of their license term to file associated contracts for sale, option
agreements, management agreements or other documents disclosing the total
consideration that the licensee would receive in return for the transfer or
assignment of its license. Non-controlling interests in an entity that holds a
PCS license or PCS system generally may be bought or sold without FCC approval.
Any acquisition or sale by the Company of PCS interests may also require the
prior approval of the Federal Trade Commission and the Department of Justice, if
over a certain size, as well as state or local regulatory authorities having
competent jurisdiction.
FOREIGN OWNERSHIP
Under the Communications Act, no more than 25% of an FCC licensee's
capital stock may be indirectly owned or voted by non-U.S. citizens or their
representatives, by a foreign government, or by a foreign corporation, absent a
FCC finding that a higher level of alien ownership is not inconsistent with the
public interest. In November 1997, the FCC adopted new rules, effective in
February 1998, in anticipation of implementation of the World Trade Organization
Basic Telecom Agreement ("WTO Agreement"). Formerly, potential licensees had to
demonstrate that their markets offered effective competitive opportunities in
order to obtain authorization to exceed the 25% indirect foreign ownership
threshold. Under the new rules, this showing now only applies to non-WTO
members. Applicants from WTO Agreement signatories have an "open entry"
standard: they are presumed to offer effective competitive opportunities.
However, the FCC reserves the right to attach additional conditions to a grant
of authority, and, in the exceptional case in which an application poses a very
high risk to competition, to deny the application. The limitation on direct
foreign ownership in an FCC licensee remains fixed at 20%, with no opportunity
to increase the percentage, and is unaffected by the FCC's new rules.
The WTO Agreement also obligates signatories to open their domestic
telecommunications markets to foreign investment and foreign corporations. The
WTO Agreement will increase investment and competition in the United States,
potentially leading to lower prices, enhanced innovation and better service.
At the same time, market access commitments from WTO Agreement signatories will
provide U.S. service suppliers opportunities to expand abroad.
17
<PAGE> 18
TELECOMMUNICATIONS ACT OF 1996 AND OTHER RECENT INDUSTRY DEVELOPMENTS
On February 8, 1996, the Telecommunications Act of 1996 (the
"Telecommunications Act") was signed into law, substantially revising the
regulation of communications. The goal of the Telecommunications Act is to
enhance competition and remove barriers to market entry, while deregulating the
communications industry to the greatest extent possible. To this end, local and
long-distance communications providers will, for the first time, be able to
compete in the other's market, and telephone and cable companies will likewise
be able to compete in each others markets. To facilitate the entry of new
carriers into existing markets, the Telecommunications Act imposes certain
interconnection requirements on incumbent carriers. Additionally, all
telecommunications providers are required to make an equitable and
nondiscriminatory contribution to the preservation and advancement of univeral
service. The Company cannot predict the outcome of the FCC's rulemaking
proceedings to promulgate regulations to implement the new law or the effect of
the new regulations on cellular service or PCS, and there can be no assurance
that such regulations will not adversely affect the Company's business or
financial condition.
At present, cellular providers, other than the regional Bell operating
companies, have the option of using only one designated long distance carrier.
The Telecommunications Act codifies the policy that CMRS providers will not be
required to provide equal access to long distance carriers. The FCC, however,
may require CMRS carriers to offer unblocked access (i.e., implemented by the
subscriber's use of a carrier identification code or other mechanisms at the
time of placing a call) to the long distance provider of a subscriber's choice.
The FCC has terminated its inquiry into the imposition of equal access
requirements on CMRS providers.
On July 26, 1996, the FCC released a Report and Order establishing
timetables for making emergency 911 services available by cellular, PCS and
other mobile service providers, including "enhanced 911" services that provide
the caller's telephone number, location and other useful information. Cellular
and PCS providers must be able to process and transmit 911 calls (without call
validation), including those from callers with speech or hearing disabilities.
If a cost recovery mechanism is in place, and a Public Service Answering Point
("PSAP") requests and is capable of processing the caller's telephone number
and location information, cellular, PCS, and other mobile service providers
must relay a caller's automatic number identification and Cell Site location,
and by 2001 they must be able to identify the location of a 911 caller within
125 meters in 67% of all cases. State actions incompatible with the FCC rules
are subject to preemption. On December 1, 1997, the FCC required wireless
carriers to transmit all 911 calls without regard to validation procedures
intended to identify and intercept calls from non-subscribers.
On August 1, 1996, the FCC released a Report and Order expanding the
flexibility of cellular, PCS and other CMRS providers to provide fixed as well
as mobile services. Such fixed services include, but need not be limited to,
"wireless local loop" services, e.g., to apartment and office buildings, and
wireless backup to PBXs and local area networks, to be used in the event of
interruptions due to weather or other emergencies. The FCC has not yet decided
how such fixed services should be regulated, but it has proposed a presumption
that they be regulated as CMRS services.
On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. The FCC's decision is
lengthy and complex and is subject to petitions for reconsideration and judicial
review (as described below), and its precise impact is difficult to predict with
certainty. However, the FCC's order concludes that CMRS providers are entitled
to reciprocal compensation arrangements with local exchange carriers ("LECs")
and prohibits LECs from charging CMRS providers for terminating LEC-originated
traffic. Under the rules adopted by the FCC, states must set
arbitrated rates for interconnection and access to unbundled elements based upon
the LECs' long-run incremental costs, plus a reasonable share of forward-looking
joint and common costs. In lieu of such cost-based rates, the FCC has
established proxy rates to be used by states to set interim interconnection
rates pending the establishment of cost-based rates. The FCC has also permitted
states to impose "bill and keep" arrangements, under which CMRS providers would
make no payments for LEC termination of calls where LECs and CMRS providers have
symmetrical termination costs and roughly balanced traffic flows. However, the
FCC has found no evidence that these conditions presently exist. The
relationship of these charges to the payment of access charges and universal
service contributions has not yet been resolved by the FCC. LECs and state
regulators filed appeals of the interconnection order, which have been
consolidated in the US Court of Appeals for the Eighth Circuit. The Court has
vacated many of the rules adopted by the FCC, including those rules governing
the pricing of interconnetin services, but specifically affirmed the FCC rules
governing interconnection with CMRS providers. In January 1998, the U.S.
Supreme Court agreed to review the Eighth Circuit decision.
18
<PAGE> 19
In its implementation of the Telecommunications Act, the FCC recently
established new federal universal service rules, under which wireless service
providers for the first time are eligible to receive universal service
subsidies, but also are required to contribute to both federal and state
universal service funds. For the first quarter of 1998, the FCC's universal
service assessments amount to 0.72% of interstate and intrastate
telecommunications revenues for schools, libraries and rural healthcare
support mechanisms and an additional 3.19% of interstate telecommunications
revenues for high cost and low income support mechanisms. Various parties have
challenged the FCC's universal service rules, and the cases have been
consolidated in the U.S. Court of Appeals for the Fifth Circuit. The Company
cannot predict the outcome of this proceeding.
The FCC has adopted rules on telephone number portability which will
enable subscribers to migrate their landline and cellular telephone numbers to a
PCS carrier and from a PCS carrier to another service provider. Various parties
have challenged the number portability requirements as they apply to CMRS
providers. These challenges are still pending at the FCC and in the courts. The
Company can not predict the outcome of such challenges.
INTELLECTUAL PROPERTY
CELLULAR ONE is a service mark registered with the United States Patent
and Trademark Office. The service mark is owned by Cellular One Group, a
Delaware general partnership comprised of Cellular One Marketing, Inc., a
subsidiary of Southwestern Bell Mobile Systems, together with Cellular One
Development, Inc., a subsidiary of AT&T and Vanguard Cellular Systems, Inc. The
Company uses the CELLULAR ONE service mark to identify and promote its cellular
telephone service pursuant to licensing agreements with Cellular One Group. The
licensing agreements require the Company to provide high-quality cellular
telephone service to its customers, and to maintain a certain minimum overall
customer satisfaction rating in surveys commissioned by Cellular One Group. The
licensing agreements that the Company has entered into are for original
five-year terms expiring on various dates. Assuming compliance by the Company
with the provisions of the agreements, each of these agreements may be renewed
at the Company's option for three additional five-year terms.
Western Wireless and VoiceStream are service marks owned by the Company
and registered with the United States Patent and Trademark Office. "Tele-Waves,"
a service mark owned by one of the Company's subsidiaries, is registered with
the United States Patent and Trademark Office and is the service mark under
which the Company provides its paging services.
EMPLOYEES AND LABOR RELATIONS
The Company considers its labor relations to be good and, to the
Company's knowledge, none of its employees is covered by a collective bargaining
agreement. As of December 31, 1997, the Company employed a total of
approximately 3,210 people in the following areas:
<TABLE>
<CAPTION>
Category Number of Employees
-------- -------------------
<S> <C>
Sales and marketing .............................................. 1,670
Engineering ...................................................... 390
General and administration, including customer service ........... 1,150
</TABLE>
19
<PAGE> 20
ITEM 2. PROPERTIES
In addition to the direct and attributable interests in cellular, PCS
and paging licenses and other similar assets discussed previously, the Company
leases its principal executive offices located primarily in Issaquah and
Bellevue, Washington. The Company and its subsidiaries and affiliates also lease
and own locations for inventory storage, microwave, Cell Site and switching
equipment and local sales and administrative offices. The Company is currently
seeking additional space in or near Issaquah to support the growth of its
principal executive offices.
The Company leases a distribution center in Denver, which stores and
distributes handset inventory for all of the Company's cellular and PCS
operations. The facility has adequate space to support the growth of the
Company's distribution network which will grow with the expansion of the
Company's PCS markets.
The Company leases from the City of Albuquerque a customer call center
in Albuquerque, New Mexico. This facility is approximately 65,000 square feet
and, along with the Company's current customer call center in Issaquah,
Washington, is expected to support the Company's anticipated subscriber growth
for the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
A subsidiary of the Company received a Civil Investigative Demand (the
"Demand") from the U.S. Department of Justice Antitrust Division (the "Antitrust
Division") requiring the Company to produce certain documents and answer certain
interrogatories in connection with the Antitrust Division's investigation of
possible bid rigging and market allocation for licenses auctioned by the FCC for
broadband PCS frequency blocks. The Company has cooperated with the Antitrust
Division's requests. On March 16, 1998, the same subsidiary of the Company
received a Notice of Apparent Liability for Forfeiture ("NALF") from the FCC in
the amount of $1.2 million. This NALF was issued by the FCC in connection with
its investigation of compliance by auction participants with FCC PCS auction
rules. The Company has thoroughly cooperated with the FCC investigation and will
continue to do so. The Company believes its conduct was consistent with FCC
rules and regulations pertaining to the auction. The Company will promptly file
its opposition to the NALF and believes the Company will prevail. The amount of
the NALF, if upheld, is not material to the financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
20
<PAGE> 21
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of the executive officers and key
personnel of the Company are listed below along with their business experience
during the past five years. The business address of all officers of the Company
is 2001 NW Sammamish Road, Issaquah, Washington 98027. All of these individuals
are citizens of the United States. Executive officers of the Company are
appointed by the Board of Directors. No family relationships exist among any of
the executive officers of the Company, except for Mr. Stanton and Ms. Gillespie,
who are married to each other.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
John W. Stanton 42 Chairman, Director and Chief Executive Officer
Donald Guthrie 42 Vice Chairman and Chief Financial Officer
Robert R. Stapleton 39 President
Mikal J. Thomsen 41 Chief Operating Officer
Theresa E. Gillespie 45 Senior Vice President
Alan R. Bender 43 Senior Vice President, General Counsel, and Secretary
Cregg B. Baumbaugh 41 Senior Vice President - Corporate Development
Timothy R. Wong 42 Vice President - Engineering
Robert P. Dotson 37 Vice President - Marketing
Bradley J. Horwitz 42 Vice President - International
Patricia L. Miller 35 Controller and Principal Accounting Officer
</TABLE>
John W. Stanton has been a director, Chairman of the Board and Chief
Executive Officer of the Company since its formation in July 1994. Mr. Stanton
has been Chief Executive Officer of GCC since March 1992, and was Chairman of
the Board of GCC from March 1992 to December 1995. Mr. Stanton has served as
Chairman of the Board and Chief Executive Officer of PN Cellular, Inc. ("PN
Cellular"), the former General Partner of MCLP since its formation in October
1992. Mr. Stanton served as a director of McCaw Cellular Communications, Inc.
("McCaw") from 1986 to 1994, and as a director of LIN Broadcasting Corporation
("LIN Broadcasting") from 1990 to 1994, during which time it was a publicly
traded company. From 1983 to 1991, Mr. Stanton served in various capacities with
McCaw, serving as Vice-Chairman of the Board of McCaw from 1988 to September
1991 and as Chief Operating Officer of McCaw from 1985 to 1988. Mr. Stanton is
also a member of the Board of Directors of Advanced Digital Information
Corporation, Columbia Sportswear, Inc. and SmarTone (Hong Kong). In addition,
Mr. Stanton is a trustee of Whitman College, a private college. Mr. Stanton is
currently Second Vice Chairman of the Cellular Telephone Industry Association
("CTIA").
Donald Guthrie has been Vice Chairman of the Company since November 1995
and Chief Financial Officer of the Company since February 1997. From 1986 to
October 1995 he served as Senior Vice President and Treasurer of McCaw and,from
1990 to October 1995 he served as Senior Vice President -- Finance of LIN
Broadcasting.
Robert R. Stapleton has been President of the Company since its
formation in July 1994. Effective April 1998, Mr. Stapleton will be responsible
for all PCS operations of the Company. Mr. Stapleton was President of GCC from
November 1992 until the formation of the Company. From August 1989 to November
1992, he served in various positions with GCC, including Chief Operating Officer
and Vice President of Operations. From 1984 to 1989, Mr. Stapleton was employed
by mobile communications subsidiaries of Pacific Telesis, Inc., which now are
affiliated with AirTouch Communications.
Mikal J. Thomsen has been Chief Operating Officer of the Company since
its formation in July 1994. Effective April 1998, Mr. Thomsen will be
responsible for all cellular operations of the Company. Mr. Thomsen was a
director and Chief Operating Officer of MCLP and its predecessor from its
inception in 1991 until the Company's formation in July 1994. From 1983 to 1991,
Mr. Thomsen held various positions at McCaw, serving as General Manager of its
International Division from 1990 to 1991 and as General Manager of its West
Florida Region from 1987 to 1990.
21
<PAGE> 22
Theresa E. Gillespie has been Senior Vice President of the Company since
February 1997. Prior to that, Ms. Gillespie was Chief Financial Officer of the
Company since its formation in July 1994. Ms. Gillespie was Chief Financial
Officer of MCLP and its predecessor since its inception in 1991 until the
Company's formation in July 1994. Ms. Gillespie has been Chief Financial Officer
of certain entities controlled by Mr. Stanton and Ms. Gillespie since 1988. From
1986 to 1987, Ms. Gillespie was Senior Vice President and Controller of McCaw.
From 1975 to 1986 she was employed by a national public accounting firm.
Alan R. Bender has been Senior Vice President, General Counsel, and
Secretary of the Company since its formation in July 1994. Mr. Bender joined GCC
in April 1990, as Senior Counsel, and was named Secretary in June 1990, General
Counsel in August 1990 and Vice President in March 1992. From 1988 to 1990, Mr.
Bender was Vice President and Senior Counsel of a subsidiary of PacifiCorp Inc.
Cregg B. Baumbaugh has been Senior Vice President -- Corporate
Development of the Company since its formation in July 1994. From November 1989
through the present, he has served in various positions with GCC, including Vice
President -- Business Development. From 1986 to 1989, Mr. Baumbaugh was employed
by The First Boston Corporation.
Timothy R. Wong has been Vice President -- Engineering of the Company
since January 1996. From 1990 to 1995, Mr. Wong held various positions at U S
WEST Cellular, serving as Executive Director -- Engineering and Operations from
1994 to 1995, Director of Wireless Systems Engineering in 1993, Manager of
International Wireless Engineering in 1992, and Manager -- Systems Design from
1990 to 1991.
Robert P. Dotson has been Vice President -- Marketing of the Company
since May 1996. Previously, Mr. Dotson held various marketing positions with
PepsiCo's KFC restaurant group, serving as Senior Director of Concept
Development from 1994 to 1996, Director of International Marketing from 1993 to
1994, Divisional Marketing Director from 1991 to 1993 and Manager of New Product
Development and Base Business Marketing from 1989 through 1991.
Bradley J. Horwitz has been Vice President -- International of the
Company and President of Western Wireless International Corporation, a
subsidiary of the Company, since November 1995. From 1983 to 1995, Mr. Horwitz
held various positions at McCaw, serving as Vice President -- International
Operations from 1992 to 1995, Director -- Business Development from 1990 to 1992
and Director of Paging Operations from 1986 to 1990. Mr. Horwitz is currently a
member of the Board of Directors of SmarTone (Hong Kong).
Patricia L. Miller has been Controller and Principal Accounting Officer
of the Company since January 1998. From 1993 to 1997, Ms. Miller held various
accounting positions with the Company. Prior to 1993, Ms. Miller held various
accounting positions with a subsidiary of Weyerhaeuser Company.
22
<PAGE> 23
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to
the Company's 1997 Annual Report to Stockholders. As of March 2, 1998, there
were approximately 251 and 113 shareholders of record of the Company's Class A
and Class B Common Stock, respectively.
The table below sets forth the sales of unregistered equity securities
made by the registrant in 1997:
<TABLE>
<CAPTION>
Title and Amount of Security Date of Sale Exemption
---------------------------- ------------ -------------
<S> <C> <C>
1,600,000 shares of Class A Common Stock October 1997 Reg D (1)
</TABLE>
(1) Issued to Stockholders of Triad Investment Minnesota, Inc. ("TIM") in
consideration of all of the issued and outstanding stock of TIM.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference to
the information included under the caption "Selected Financial Data" in the
Company's 1997 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated by reference to
the information included under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's 1997 Annual
Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
the information included under the captions "Consolidated Statements of
Operations", "Consolidated Balance Sheets", "Consolidated Statements of Cash
Flows", "Consolidated Statements of Stockholders' Equity", "Notes to
Consolidated Financial Statement", "Schecule I - Condensed Financial
Information - (Parent Company Only)", Schedule II - Valuation and Qualifying
Accounts" and "Report of Independent Auditors" in the Company's 1997 Annual
Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
23
<PAGE> 24
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on directors of the registrant called for by this Item
is incorporated by reference to the section entitled "Election of Directors and
Management Information" in the Company's Proxy Statement for its 1998 annual
shareholders meeting to be filed with the United States Securities and Exchange
Commission. The information on executive officers of the registrant called for
by this Item is included herein in the section entitled "Executive Officers of
the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this Item is incorporated by reference to
the section entitled "Executive Compensation" in the Company's Proxy Statement
for its 1998 annual shareholders meeting to be filed with the United States
Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this Item is incorporated by reference to
the section entitled "Security Ownership of Certain Beneficial Owners and
Management" in the Company's Proxy Statement for its 1998 annual shareholders
meeting to be filed with the United States Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by this Item is incorporated by reference to
the section entitled "Certain Relationships and Related Transactions" in the
Company's Proxy Statement for its 1998 annual shareholders meeting to be filed
with the United States Securities and Exchange Commission.
24
<PAGE> 25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(A) Financial Statements and Schedule
The financial statements and schedules are incorporated herein by
reference to the Company's 1997 Annual Report to Stockholders.
The Company's 1997 Annual Report to Stockholders is not deemed filed as
part of this report except for those parts specifically incorporated herein by
reference.
(B) Reports on Form 8-K
A Form 8-K was filed on October 14, 1997, reporting a proposed
investment by Hutchison Telecommunications Limited ("HTL") in the Company and by
a subsidiary of HTL, Hutchison Telecommunications PCS (USA) Limited, in Western
PCS Corporation.
A Form 8-K was filed on December 8, 1997, reporting the close of the
initial investment by HTL in the Company.
(C) Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
3.1(1) Amended and Restated Articles of Incorporation of the Registrant
3.2(1) Bylaws of the Registrant
4.1(2) Indenture between Western Wireless Corporation and Harris Trust
Company of California, dated May 22, 1996
4.2(3) Indenture between Western Wireless Corporation and Harris Trust
Company of California, dated October 24, 1996
4.3(6) Form of Supplemental Indenture to be entered into between Western
Wireless Corporation and Harris Trust Company of California,
relating to the 10 1/2% Senior Subordinated Notes Due 2007
4.4(6) Form of Supplemental Indenture to be entered into between Western
Wireless Corporation and Harris Trust Company of California,
relating to the 10 1/2% Senior Subordinated Notes Due 2006
10.1(1) Loan Agreement between Western PCS II Corporation and Northern
Telecom Inc., dated June 30, 1995
10.2(1) PCS 1900 Project and Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated June 30, 1995
10.3(1) Purchase Agreement between Motorola Nortel Communications Co. and
General Cellular Corporation, dated July 29, 1993
10.4(1) Loan Agreement among Western Wireless Corporation and The
Toronto-Dominion Bank, Barclays Bank, PLC, and Morgan Guaranty
Trust Company of New York, as Managing Agents for the Various
Lenders, dated June 30, 1995
10.5(1) First Amendment to Loan Agreement by and among Western Wireless
Corporation, The Toronto-Dominion Bank, Barclays Bank, PLC, and
Morgan Guaranty Trust Company of New York, as Managing Agents for
the Various Lenders, dated January 11, 1996
10.6(1) Supply Contract by and between Western PCS Corporation and Nokia
Telecommunications Inc., dated December 14, 1995
10.7(1) Purchase and Sale Agreement, Nokia Mobile Phones, Inc. and Western
Wireless Corporation, dated November 10, 1995
</TABLE>
25
<PAGE> 26
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10.8(1) Western Wireless Corporation, 1994 Management Incentive Stock
Option Plan, approved, as adopted and amended, by Shareholders
November 16, 1995 together with form of Stock Option Agreement for
offers thereunder
10.9(1) Stockholders Agreement by and among Western Wireless Corporation
and certain of its shareholders, dated July 29, 1994
10.10(1) First Amendment to Stockholders Agreement by and among Western
Wireless Corporation and certain of its shareholders, Adding as a
Party Western PCS Corporation, dated November 30, 1994
10.11(1) Waiver Agreement by and among Western Wireless Corporation,
Western PCS Corporation and certain of Western Wireless
Corporation's shareholders, dated November 30, 1994
10.12(1) Waiver Agreement by and among Western Wireless Corporation,
Western PCS Corporation and certain of Western Wireless
Corporation's shareholders, dated February 15, 1996
10.13(1) Voting Agreement by and among Western Wireless Corporation and
certain of its shareholders, dated July 29, 1994
10.14(1) Voting Agreement by and among Western Wireless Corporation and
certain of its shareholders
10.15(1) Lease Agreement by and between WWC Holding Co., Inc., successor in
interest to MARKETS Cellular Limited Partnership, and WRC
Properties, Inc., dated May 1, 1994
10.16(1) Lease Agreement by and between Western Wireless Corporation and
Department of Natural Resources, dated August 25, 1995
10.17(1) First Amendment to Lease Agreement by and between Western Wireless
Corporation and Department of Natural Resources, dated February
28, 1996
10.18(1) Form of Cellular One Group License Agreement
10.19(1) Asset Purchase Agreement between Western PCS III License
Corporation as Buyer and GTE Mobilnet Incorporated as Seller,
dated January 16, 1996
10.20(1) Purchase and Sale Agreement by and between Robert O. Tyler, Esq.,
as Trustee, Seller, and GCC License Corporation, Purchaser, dated
December 22, 1995
10.21(1) Agreement for Purchase and Sale of Autoplex Cellular Equipment,
Software and Services by and among American Telephone and
Telegraph Company, WWC Holding Co., Inc., successor to MARKETS
Cellular Limited Partnership and MCII General Partnership, dated
March 17, 1993
10.22(1) Agreement and Plan of Reorganization by and among Palouse Paging,
Inc., the Shareholders of 100% of the Stock of Palouse Paging,
Inc., Western Paging I Corporation and Western Wireless
Corporation, dated February 5, 1996
10.23(1) First Amendment to Agreement and Plan of Reorganization by and
among Western Paging I Corporation, the former Shareholders of
100% of the Stock of Palouse Paging, Inc. and Western Wireless
Corporation
10.24(1) Agreement and Plan of Reorganization by and among Sawtooth Paging,
Inc., the Shareholders of 52.93% of the Stock of Sawtooth Paging,
Inc., Western Paging II Corporation and Western Wireless
Corporation, dated February 5, 1996
10.25(1) Employment Agreement by and between John W. Stanton and Western
Wireless Corporation, dated March 12, 1996
10.26(1) Employment Agreement by and between Robert A. Stapleton and
Western Wireless Corporation, dated March 12, 1996
10.27(1) Employment Agreement by and between Mikal J. Thomsen and Western
Wireless Corporation, dated March 12, 1996
10.28(1) Employment Agreement by and between Theresa E. Gillespie and
Western Wireless Corporation, dated March 12, 1996
</TABLE>
26
<PAGE> 27
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10.29(1) Employment Agreement by and between Alan R. Bender and Western
Wireless Corporation, dated March 12, 1996
10.30(1) Employment Agreement by and between Cregg B. Baumbaugh and Western
Wireless Corporation, dated March 12, 1996
10.31(7) Employment Agreement by and between Donald Guthrie and Western
Wireless Corporation, dated March 12, 1996
10.32(1) Form of Registrant's Restrictive Covenant and Confidentiality
Agreement
10.33(1) Form of Director and Officer Indemnification Agreement
10.34(1) Western PCS Corporation Series A Preferred Stock Purchase
Agreement among Western Wireless Corporation, Western PCS
Corporation and the Purchasers listed therein, dated April 10,
1995
10.35(1) PCS Block "C" Organization and Financing Agreement by and among
Western PCSBTA I Corporation, Western Wireless Corporation, Cook
Inlet PV/SS PCS Partners, L.P., Cook Inlet Telecommunications,
Inc., SSPCS Corporation and Providence Media Partners L.P. dated
as of November 5, 1995
10.36(1) Limited Partnership Agreement by and between Cook Inlet PV/SS PCS
Partners, L.P. and Western PCS BTA I Corporation dated as of
November 5, 1995
10.37(1) First Amendment to Block "C" Organization and Financing Agreement
and Cook Inlet Western Wireless PV/SS PCS, L.P. Limited
Partnership Agreement by and among Western PCS BTA I Corporation,
Western Wireless Corporation, Cook Inlet PV/SS PCS Partners, L.P.,
Cook Inlet Telecommunications, Inc., SSPCS Corporation and
Providence Media Partners L.P. dated as of April 8, 1996
10.38(1) Amended and Restated Loan Agreement among Western Wireless
Corporation and The Toronto-Dominion Bank, Barclays Bank, PLC, and
Morgan Guaranty Trust Company of New York, as Managing Agents for
the Various Lenders, dated May 6, 1996
10.39(3) Second Amendment to Block "C" Organization and Financing Agreement
and Cook Inlet Western Wireless PV/SS PCS, L.P. Limited
Partnership Agreement by and among Western PCS BTA I Corporation,
Western Wireless Corporation, Cook Inlet PV/SS PCS Partners, L.P.,
Cook Inlet Telecommunications, Inc., SSPCS Corporation and
Providence Media Partners L.P. dated as of June 27, 1996
10.40(3) Third Amendment to Block "C" Organization and Financing Agreement
and Cook Inlet Western Wireless PV/SS PCS, L.P. Limited
Partnership Agreement and First Amendment to Technical Services
Agreement by and among Western PCS BTA I Corporation, Western
Wireless Corporation, Cook Inlet PV/SS PCS Partners, L.P., Cook
Inlet Telecommunications, Inc., SSPCS Corporation, Providence
Media Partners L.P. and Cook Inlet Western Wireless PV/SS PCS,
L.P., dated July 30, 1996
10.41(3) General Agreement for Purchase of Cellular Systems between Lucent
Technologies Inc. and Western Wireless Corporation, dated
September 16, 1996
10.42(3) Amendment No. 1 to PCS 1900 Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated July 25, 1996
10.43(3) Amendment No. 2 to PCS 1900 Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated July 25, 1996
10.44(7) Amendment No. 3 to PCS Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated October 14, 1996
10.45(4) Western Wireless Corporation 1996 Employee Stock Purchase Plan
10.46(5) Western Wireless Corporation 1997 Executive Restricted Stock Plan
10.47(5) Form of First Amendment to Amended and Restated Loan Agreement
among Western Wireless Corporation and The Toronto Dominion Bank,
Barclays Bank, PLC, and Morgan Guaranty Trust Company of New York,
as Managing Agents for the various lenders, dated March 27, 1997
10.48(5) Purchase Agreement, dated April 24, 1997, by and among Western
Wireless Corporation, Triad Texas, L.P., Triad Utah, L.P., Triad
Oklahoma, L.P., Triad Cellular Corporation and Triad Cellular L.P.
</TABLE>
27
<PAGE> 28
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10.49(5) Purchase Agreement, dated April 24, 1997, by and between Western
Wireless Corporation and Triad Cellular Corporation.
10.50(5) Agreement and Plan of Merger, dated April 24, 1997, by and among
Western Wireless Corporation, Minnesota Cellular Corporation,
Triad Investment Minnesota, Inc., Barry B. Lewis, Craig W.
Viehweg, Terry E. Purvis, Triad Cellular Corporation, Triad
Cellular L.P., and Triad Minnesota, L.P.
10.51(5) Purchase Agreement, dated April 24, 1997, by and between Western
Wireless Corporation and Triad Cellular, L.P.
10.52(8) First Amendment to Loan Agreement, dated as of March 6, 1997,
among Western PCS II Corporation, Northern Telecom Inc., NTFC
Capital Corporation and Export Development Corporation
10.53(8) Second Amendment to Loan Agreement, dated as of April 15, 1997,
among Western PCS II Corporation, Northern Telecom Inc., NTFC
Capital Corporation and Export Development Corporation
10.54(9) Second Amendment to Amended and Restated Loan Agreement by and
among Western Wireless Corporation, various financial
institutions, and The Toronto-Dominion Bank, Barclays Bank PLC and
Morgan Guaranty Trust Company of New York as Managing Agents dated
May 28, 1997.
10.55(10) Stock Subscription Agreement by and among Western Wireless
Corporation, Hutchison Telecommunications Limited and Hutchison
Telecommunications Holdings (USA) Limited dated October 14, 1997.
10.56(10) Purchase Agreement by and among Western PCS Corporation, Western
Wireless Corporation, Hutchison Telecommunications Limited and
Hutchison Telecommunications PCS (USA) Limited dated October 14,
1997.
10.57(10) Form of Cash Management Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.58(10) Form of Roaming Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.59(10) Form of Services Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.60(10) Form of Shareholders Agreement by and among Western Wireless
Corporation, Hutchison Telecommunications PCS (USA) Limited and
Western PCS Corporation.
10.61(10) Form of Tax Sharing Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.62(10) Agreement to Form Limited Partnership dated September 30, 1997, by
and among Western PCS I Iowa Corporation, a Delaware corporation,
INS Wireless, Inc., an Iowa corporation, Western PCS I
Corporation, a Delaware corporation, and Iowa Network Services,
Inc., an Iowa corporation.
10.63(10) Iowa Wireless Services, L.P. Limited Partnership Agreement dated
as of September 30, 1997, by and between INS Wireless, Inc., as
General Partner, and Western PCS I Iowa Corporation, as Limited
Partner.
10.64(11) Software License Maintenance and Subscriber Billing Services
Agreement dated June 1997.
10.65(11) First Amendment to Software License, Maintenance and Subscriber
Billing Services Agreement dated December 1997, between CSC
Intelicom, Inc., and Western Wireless Corporation.
10.66(11) Letter agreement dated December 16, 1997 between Western Wireless
Corporation and Intelicom Services Inc. to provide products and
services pursuant to the Software License Maintenance and
Subscriber Billing Services Agreements and First Amendment
thereto.
13.1 Market for Registrant's Common Equity and Related Stockholder
Matters.
13.2 Selected Financial Data
13.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations
13.4(12) Financial Statements and Supplementary Data
21.1(1) Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP
</TABLE>
28
<PAGE> 29
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
27.1(12) Financial Data Schedule
99.1(9) Report on Form 8-K dated June 19, 1997
</TABLE>
- ----------
(1) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (Securities and Exchange Commission
(the "Commission") File No. 333-2432).
(2) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (Commission File No. 333-2688).
(3) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-4 (Commission File No. 333-14859).
(4) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-8 (Commission File No. 333-18137).
(5) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (Commission File No. 333-14859)
(6) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-3 (Commission File No. 333-14859)
(7) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-K for the year ended 12/31/96.
(8) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended 3/31/97.
(9) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended 6/30/97.
(10) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended 9/30/97.
(11) Portions of this exhibit have been omitted and filed separately with the
Secretary of the Commission pursuant to the Registrant's Application
Requesting Confidential Treatment under Rule 246-2 of the Securities
Exchange Act of 1934.
(12) Previously filed as exhibit to Form 10-K for the year ended
Decemeber 31, 1997.
29
<PAGE> 30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly causes this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 1999
WESTERN WIRELESS CORPORATION
By /s/ JOHN W. STANTON
------------------------------
John W. Stanton
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C> <C>
/s/ JOHN W. STANTON Chairman of the Board and Chief Date: March 31, 1999
- --------------------------- Executive Officer
John W. Stanton (Principal Executive Officer)
/s/ DONALD GUTHRIE Vice Chairman and Chief Financial Officer Date: March 31, 1999
- --------------------------- (Principal Financial Officer)
Donald Guthrie
/s/ PATRICIA L. MILLER Controller Date: March 31, 1999
- --------------------------- (Principal Accounting Officer)
Patricia L. Miller
/s/ JOHN L. BUNCE, JR. Date: March 31, 1999
- --------------------------- Director
John L. Bunce, Jr.
/s/ MITCHELL R. COHEN Date: March 31, 1999
- --------------------------- Director
Mitchell R. Cohen
/s/ DANIEL J. EVANS Date: March 31, 1999
- --------------------------- Director
Daniel J. Evans
/s/ JONATHAN M. NELSON Date: March 31, 1999
- --------------------------- Director
Jonathan M. Nelson
/s/ TERENCE O'TOOLE Date: March 31, 1999
- --------------------------- Director
Terence O'Toole
</TABLE>
30
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
3.1(1) Amended and Restated Articles of Incorporation of the Registrant
3.2(1) Bylaws of the Registrant
4.1(2) Indenture between Western Wireless Corporation and Harris Trust
Company of California, dated May 22, 1996
4.2(3) Indenture between Western Wireless Corporation and Harris Trust
Company of California, dated October 24, 1996
4.3(6) Form of Supplemental Indenture to be entered into between Western
Wireless Corporation and Harris Trust Company of California,
relating to the 10 1/2% Senior Subordinated Notes Due 2007
4.4(6) Form of Supplemental Indenture to be entered into between Western
Wireless Corporation and Harris Trust Company of California,
relating to the 10 1/2% Senior Subordinated Notes Due 2006
10.1(1) Loan Agreement between Western PCS II Corporation and Northern
Telecom Inc., dated June 30, 1995
10.2(1) PCS 1900 Project and Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated June 30, 1995
10.3(1) Purchase Agreement between Motorola Nortel Communications Co. and
General Cellular Corporation, dated July 29, 1993
10.4(1) Loan Agreement among Western Wireless Corporation and The
Toronto-Dominion Bank, Barclays Bank, PLC, and Morgan Guaranty
Trust Company of New York, as Managing Agents for the Various
Lenders, dated June 30, 1995
10.5(1) First Amendment to Loan Agreement by and among Western Wireless
Corporation, The Toronto-Dominion Bank, Barclays Bank, PLC, and
Morgan Guaranty Trust Company of New York, as Managing Agents for
the Various Lenders, dated January 11, 1996
10.6(1) Supply Contract by and between Western PCS Corporation and Nokia
Telecommunications Inc., dated December 14, 1995
10.7(1) Purchase and Sale Agreement, Nokia Mobile Phones, Inc. and Western
Wireless Corporation, dated November 10, 1995
10.8(1) Western Wireless Corporation, 1994 Management Incentive Stock
Option Plan, approved, as adopted and amended, by Shareholders
November 16, 1995 together with form of Stock Option Agreement for
offers thereunder
10.9(1) Stockholders Agreement by and among Western Wireless Corporation
and certain of its shareholders, dated July 29, 1994
10.10(1) First Amendment to Stockholders Agreement by and among Western
Wireless Corporation and certain of its shareholders, Adding as a
Party Western PCS Corporation, dated November 30, 1994
10.11(1) Waiver Agreement by and among Western Wireless Corporation,
Western PCS Corporation and certain of Western Wireless
Corporation's shareholders, dated November 30, 1994
10.12(1) Waiver Agreement by and among Western Wireless Corporation,
Western PCS Corporation and certain of Western Wireless
Corporation's shareholders, dated February 15, 1996
10.13(1) Voting Agreement by and among Western Wireless Corporation and
certain of its shareholders, dated July 29, 1994
10.14(1) Voting Agreement by and among Western Wireless Corporation and
certain of its shareholders
10.15(1) Lease Agreement by and between WWC Holding Co., Inc., successor in
interest to MARKETS Cellular Limited Partnership, and WRC
Properties, Inc., dated May 1, 1994
10.16(1) Lease Agreement by and between Western Wireless Corporation and
Department of Natural Resources, dated August 25, 1995
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10.17(1) First Amendment to Lease Agreement by and between Western Wireless
Corporation and Department of Natural Resources, dated February
28, 1996
10.18(1) Form of Cellular One Group License Agreement
10.19(1) Asset Purchase Agreement between Western PCS III License
Corporation as Buyer and GTE Mobilnet Incorporated as Seller,
dated January 16, 1996
10.20(1) Purchase and Sale Agreement by and between Robert O. Tyler, Esq.,
as Trustee, Seller, and GCC License Corporation, Purchaser, dated
December 22, 1995
10.21(1) Agreement for Purchase and Sale of Autoplex Cellular Equipment,
Software and Services by and among American Telephone and
Telegraph Company, WWC Holding Co., Inc., successor to MARKETS
Cellular Limited Partnership and MCII General Partnership, dated
March 17, 1993
10.22(1) Agreement and Plan of Reorganization by and among Palouse Paging,
Inc., the Shareholders of 100% of the Stock of Palouse Paging,
Inc., Western Paging I Corporation and Western Wireless
Corporation, dated February 5, 1996
10.23(1) First Amendment to Agreement and Plan of Reorganization by and
among Western Paging I Corporation, the former Shareholders of
100% of the Stock of Palouse Paging, Inc. and Western Wireless
Corporation
10.24(1) Agreement and Plan of Reorganization by and among Sawtooth Paging,
Inc., the Shareholders of 52.93% of the Stock of Sawtooth Paging,
Inc., Western Paging II Corporation and Western Wireless
Corporation, dated February 5, 1996
10.25(1) Employment Agreement by and between John W. Stanton and Western
Wireless Corporation, dated March 12, 1996
10.26(1) Employment Agreement by and between Robert A. Stapleton and
Western Wireless Corporation, dated March 12, 1996
10.27(1) Employment Agreement by and between Mikal J. Thomsen and Western
Wireless Corporation, dated March 12, 1996
10.28(1) Employment Agreement by and between Theresa E. Gillespie and
Western Wireless Corporation, dated March 12, 1996
10.29(1) Employment Agreement by and between Alan R. Bender and Western
Wireless Corporation, dated March 12, 1996
10.30(1) Employment Agreement by and between Cregg B. Baumbaugh and Western
Wireless Corporation, dated March 12, 1996
10.31(7) Employment Agreement by and between Donald Guthrie and Western
Wireless Corporation, dated March 12, 1996
10.32(1) Form of Registrant's Restrictive Covenant and Confidentiality
Agreement
10.33(1) Form of Director and Officer Indemnification Agreement
10.34(1) Western PCS Corporation Series A Preferred Stock Purchase
Agreement among Western Wireless Corporation, Western PCS
Corporation and the Purchasers listed therein, dated April 10,
1995
10.35(1) PCS Block "C" Organization and Financing Agreement by and among
Western PCSBTA I Corporation, Western Wireless Corporation, Cook
Inlet PV/SS PCS Partners, L.P., Cook Inlet Telecommunications,
Inc., SSPCS Corporation and Providence Media Partners L.P. dated
as of November 5, 1995
10.36(1) Limited Partnership Agreement by and between Cook Inlet PV/SS PCS
Partners, L.P. and Western PCS BTA I Corporation dated as of
November 5, 1995
10.37(1) First Amendment to Block "C" Organization and Financing Agreement
and Cook Inlet Western Wireless PV/SS PCS, L.P. Limited
Partnership Agreement by and among Western PCS BTA I Corporation,
Western Wireless Corporation, Cook Inlet PV/SS PCS Partners, L.P.,
Cook Inlet Telecommunications, Inc., SSPCS Corporation and
Providence Media Partners L.P. dated as of April 8, 1996
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10.38(1) Amended and Restated Loan Agreement among Western Wireless
Corporation and The Toronto-Dominion Bank, Barclays Bank, PLC, and
Morgan Guaranty Trust Company of New York, as Managing Agents for
the Various Lenders, dated May 6, 1996
10.39(3) Second Amendment to Block "C" Organization and Financing Agreement
and Cook Inlet Western Wireless PV/SS PCS, L.P. Limited
Partnership Agreement by and among Western PCS BTA I Corporation,
Western Wireless Corporation, Cook Inlet PV/SS PCS Partners, L.P.,
Cook Inlet Telecommunications, Inc., SSPCS Corporation and
Providence Media Partners L.P. dated as of June 27, 1996
10.40(3) Third Amendment to Block "C" Organization and Financing Agreement
and Cook Inlet Western Wireless PV/SS PCS, L.P. Limited
Partnership Agreement and First Amendment to Technical Services
Agreement by and among Western PCS BTA I Corporation, Western
Wireless Corporation, Cook Inlet PV/SS PCS Partners, L.P., Cook
Inlet Telecommunications, Inc., SSPCS Corporation, Providence
Media Partners L.P. and Cook Inlet Western Wireless PV/SS PCS,
L.P., dated July 30, 1996
10.41(3) General Agreement for Purchase of Cellular Systems between Lucent
Technologies Inc. and Western Wireless Corporation, dated
September 16, 1996
10.42(3) Amendment No. 1 to PCS 1900 Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated July 25, 1996
10.43(3) Amendment No. 2 to PCS 1900 Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated July 25, 1996
10.44(7) Amendment No. 3 to PCS Supply Agreement between Western PCS
Corporation and Northern Telecom Inc., dated October 14, 1996
10.45(4) Western Wireless Corporation 1996 Employee Stock Purchase Plan
10.46(5) Western Wireless Corporation 1997 Executive Restricted Stock Plan
10.47(5) Form of First Amendment to Amended and Restated Loan Agreement
among Western Wireless Corporation and The Toronto Dominion Bank,
Barclays Bank, PLC, and Morgan Guaranty Trust Company of New York,
as Managing Agents for the various lenders, dated March 27, 1997
10.48(5) Purchase Agreement, dated April 24, 1997, by and among Western
Wireless Corporation, Triad Texas, L.P., Triad Utah, L.P., Triad
Oklahoma, L.P., Triad Cellular Corporation and Triad Cellular L.P.
10.49(5) Purchase Agreement, dated April 24, 1997, by and between Western
Wireless Corporation and Triad Cellular Corporation.
10.50(5) Agreement and Plan of Merger, dated April 24, 1997, by and among
Western Wireless Corporation, Minnesota Cellular Corporation,
Triad Investment Minnesota, Inc., Barry B. Lewis, Craig W.
Viehweg, Terry E. Purvis, Triad Cellular Corporation, Triad
Cellular L.P., and Triad Minnesota, L.P.
10.51(5) Purchase Agreement, dated April 24, 1997, by and between Western
Wireless Corporation and Triad Cellular, L.P.
10.52(8) First Amendment to Loan Agreement, dated as of March 6, 1997,
among Western PCS II Corporation, Northern Telecom Inc., NTFC
Capital Corporation and Export Development Corporation
10.53(8) Second Amendment to Loan Agreement, dated as of April 15, 1997,
among Western PCS II Corporation, Northern Telecom Inc., NTFC
Capital Corporation and Export Development Corporation
10.54(9) Second Amendment to Amended and Restated Loan Agreement by and
among Western Wireless Corporation, various financial
institutions, and The Toronto-Dominion Bank, Barclays Bank PLC and
Morgan Guaranty Trust Company of New York as Managing Agents dated
May 28, 1997.
10.55(10) Stock Subscription Agreement by and among Western Wireless
Corporation, Hutchison Telecommunications Limited and Hutchison
Telecommunications Holdings (USA) Limited dated October 14, 1997.
10.56(10) Purchase Agreement by and among Western PCS Corporation, Western
Wireless Corporation, Hutchison Telecommunications Limited and
Hutchison Telecommunications PCS (USA) Limited dated October 14,
1997.
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
10.57(10) Form of Cash Management Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.58(10) Form of Roaming Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.59(10) Form of Services Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.60(10) Form of Shareholders Agreement by and among Western Wireless
Corporation, Hutchison Telecommunications PCS (USA) Limited and
Western PCS Corporation.
10.61(10) Form of Tax Sharing Agreement by and between Western Wireless
Corporation and Western PCS Corporation.
10.62(10) Agreement to Form Limited Partnership dated September 30, 1997, by
and among Western PCS I Iowa Corporation, a Delaware corporation,
INS Wireless, Inc., an Iowa corporation, Western PCS I
Corporation, a Delaware corporation, and Iowa Network Services,
Inc., an Iowa corporation.
10.63(10) Iowa Wireless Services, L.P. Limited Partnership Agreement dated
as of September 30, 1997, by and between INS Wireless, Inc., as
General Partner, and Western PCS I Iowa Corporation, as Limited
Partner.
10.64(11) Software License Maintenance and Subscriber Billing Services
Agreement dated June 1997.
10.65(11) First Amendment to Software License, Maintenance and Subscriber
Billing Services Agreement dated December 1997, between CSC
Intelicom, Inc., and Western Wireless Corporation.
10.66(11) Letter agreement dated December 16, 1997 between Western Wireless
Corporation and Intelicom Services Inc. to provide products and
services pursuant to the Software License Maintenance and
Subscriber Billing Services Agreements and First Amendment
thereto.
13.1 Market for Registrant's Common Equity and Related Stockholder
Matters.
13.2 Selected Financial Data
13.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations
13.4(12) Financial Statements and Supplementary Data
21.1(1) Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP
27.1(12) Financial Data Schedule
99.1(9) Report on Form 8-K dated June 19, 1997
</TABLE>
- ----------
(1) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (Securities and Exchange Commission
(the "Commission") File No. 333-2432).
(2) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (Commission File No. 333-2688).
(3) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-4 (Commission File No. 333-14859).
(4) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-8 (Commission File No. 333-18137).
(5) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (Commission File No. 333-14859)
(6) Incorporated herein by reference to the exhibit filed with the Company's
Registration Statement on Form S-3 (Commission File No. 333-14859)
(7) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-K for the year ended 12/31/96.
(8) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended 3/31/97.
(9) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended 6/30/97.
(10) Incorporated herein by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended 9/30/97.
(11) Portions of this exhibit have been omitted and filed separately with the
Secretary of the Commission pursuant to the Registrant's Application
Requesting Confidential Treatment under Rule 246-2 of the Securities
Exchange Act of 1934.
(12) Previously filed as exhibit to Form 10-K for the year ended
December 31, 1997.
<PAGE> 1
EXHIBIT 13.1 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company commenced its initial public offering on May 22, 1996, at a
price to the public of $23.50 per share. Since that date, the Company's Class A
Common Stock has been traded on the NASDAQ Stock Market under the symbol
WWCA. There currently is no established public trading market for the Company's
Class B Common Stock. The following table sets forth the quarterly high and low
bid quotations for the Class A Common Stock on the NASDAQ Stock Market. These
quotations reflect the inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
1997 High Low
- ---- ---- ---
<S> <C> <C>
First quarter .......................... $16 1/8 $12
Second quarter ......................... $16 7/8 $10
Third quarter .......................... $19 1/8 $13 5/8
Fourth quarter ......................... $22 1/4 $16 1/2
1996
- ----
Second quarter ......................... $25 1/2 $19 7/8
Third quarter .......................... $22 1/8 $13 3/4
Fourth quarter ......................... $18 1/8 $13
</TABLE>
The Company has never declared or paid dividends on its Common Stock and
does not anticipate paying dividends in the foreseeable future. In addition,
certain provisions of the Senior Secured Facilities (as described in
"Management's Discussion and Analysis of Results of Operations and Financial
Condition-Liquidity and Capital Resources") and the indentures of its public
debt offerings contain restrictions on the Company's ability to declare and pay
dividends on its Common Stock.
<PAGE> 1
EXHIBIT 13.2 SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial
and operating data for the Company as of and for each of the five years in the
period ended December 31, 1997, which was derived from the Company's
consolidated financial statements and notes thereto that have been audited by
Arthur Andersen LLP, independent public accountants. All of the data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's consolidated financial
statements and notes thereto.
<TABLE>
<CAPTION>
(Dollars in thousands, except YEAR ENDED DECEMBER 31,
per share data) ------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Revenues .............................. $ 380,578 $ 243,085 $ 146,555 $ 63,108 $ 20,734
Operating Expenses .................... 540,239 329,971 170,490 86,676 25,596
------------ ------------ ------------ ------------ ------------
Operating loss ........................ (159,661) (86,886) (23,935) (23,568) (4,862)
Other income (expense) ................ (105,873) (43,219) (25,374) (2,392) 8,191
------------ ------------ ------------ ------------ ------------
Income (loss) before extraordinary
item .................................. (265,534) (130,105) (49,309) (25,960) 3,329
Extraordinary item .................... (6,645)
------------ ------------ ------------ ------------ ------------
Net income (loss) .................. $ (265,534) $ (130,105) $ (55,954) $ (25,960) $ 3,329
============ ============ ============ ============ ============
Share data (1):
Basic income (loss) per common
share before extraordinary item ..... $ (3.76) $ (2.00) $ (0.87) $ (0.59) $ 0.10
Per common share effect of
extraordinary item ................ (0.12)
------------ ------------ ------------ ------------ ------------
Basic income (loss) per common share .. $ (3.76) $ (2.00) $ (0.99) $ (0.59) $ 0.10
============ ============ ============ ============ ============
Weighted average common shares used
in computing basic income/loss per
common share ........................ 70,692,000 65,196,000 56,470,000 43,949,000 32,253,000
============ ============ ============ ============ ============
OTHER DATA:
EBITDA (2) ............................ $ (26,191) $ (7,145) $ 25,521 $ 2,102 $ 537
</TABLE>
(1) The number of shares outstanding has been calculated based on the
requirements of Statement of Financial Accounting Standards No.128.
(2) EBITDA represents operating loss before depreciation and amortization.
EBITDA is not prepared in accordance with United States generally
accepted accounting principals ("GAAP") and should not be considered
as a measurement of net cash flows from operating activities. EBITDA
is presented because it is a commonly used financial indicator in the
wireless industry. It is used as an indicator of a company's ability
to service and/or incur debt. Because EBITDA is not calculated in the
same manner by all companies, Western Wireless presentation may not be
comparable to other similarly titled measures of other companies. In
1994, the Company recorded provisions for restructuring costs of $2.5
million. EBITDA before such provisions for restructuring costs would
have been $4.6 million.
<PAGE> 2
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------------------
(Dollars in thousands) 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEETS DATA:
Current assets ................................... $ 138,752 $ 149,790 $ 37,508 $ 36,769 $ 14,686
Property and equipment, net ...................... 699,129 538,617 193,692 120,648 48,591
Licensing costs and other intangible assets, net.. 807,409 540,482 417,971 211,309 86,270
Other assets ..................................... 74,683 12,814 9,857 1,468 6,219
---------- ---------- ---------- ---------- ----------
Total assets ................................... $1,719,973 $1,241,703 $ 659,028 $ 370,194 $ 155,766
========== ========== ========== ========== ==========
Current liabilities .............................. $ 130,545 $ 144,454 $ 55,936 $ 39,214 $ 16,447
Total long-term debt and other
liabilities, net of current portion .............. 1,395,000 743,000 362,487 200,587 53,430
Minority interests in equity of
consolidated subsidiary ........................ 3,376
Shareholders' equity ............................. 194,428 354,249 240,605 127,017 85,889
---------- ---------- ---------- ---------- ----------
Total liabilities and shareholders' equity ..... $1,719,973 $1,241,703 $ 659,028 $ 370,194 $ 155,766
========== ========== ========== ========== ==========
OTHER DATA:
Cellular subscribers ............................. 520,000 324,200 209,500 112,800 30,000
PCS subscribers .................................. 128,600 35,500
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
(Dollars in thousands) 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF CASH FLOWS
DATA:
Cash flows provided by (used in)
Operating activities ............... $(114,498) $ (61,333) $ (745) $ (998) $ (255)
Investing activities ............... $(652,304) $(489,086) $(293,579) $ (70,190) $ (32,535)
Financing activities ............... $ 727,376 $ 596,732 $ 295,109 $ (70,777) $ 36,212
</TABLE>
<PAGE> 1
EXHIBIT 13.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company and should be read in
conjunction with the Company's consolidated financial statements and notes
thereto and other financial information included herein. As a result of
acquisitions, the Company's operating results for prior periods may not be
indicative of future performance.
OVERVIEW
The Company provides wireless communications services in the western
United States through the ownership and operation of cellular communications
systems in 88 Rural Service Areas ("RSA") and Metropolitan Statistical Areas
including 12 RSAs acquired from Triad Cellular Corporation, Triad Cellular L.P.
and certain of their affiliates (collectively "Triad") in October 1997. The
Company owns broadband personal communications services ("PCS") licenses in
seven Major Trading Areas ("MTA"), each of which has commenced commercial
operations. During 1997, the Company was granted 100 additional PCS licenses in
the Federal Communication Commission's ("FCC") D and E Block auctions and
acquired eight PCS licenses as part of its acquisition of Triad in October 1997.
Cook Inlet Western Wireless PV/SS PCS, LP ("Cook Inlet PCS"), a partnership in
which the Company holds a 49.9% limited partnership interest, owns broadband PCS
licenses in 21 Basic Trading Areas ("BTA") including seven that were acquired in
the FCC F Block auction during the first quarter of 1997. The first of these
BTAs commenced commercial operations in June 1997.
The Company's revenues consist primarily of subscriber revenues
(including access charges and usage charges), roamer revenues (fees charged for
providing services to subscribers of other cellular communications systems when
such subscribers, or "roamers," place or receive a phone call within one of the
Company's service areas) and equipment sales. The majority of the Company's
revenues are derived from subscriber revenues. The Company had no revenues from
its paging or PCS systems prior to February 1, 1996, and February 29, 1996,
respectively. Revenues from paging systems are included in other revenue. The
Company expects to continue to sell cellular and PCS handsets below cost and
regards these losses as a cost of building its subscriber base. As used herein,
"service revenues" include subscriber, roamer and other revenue.
Cost of service consists of the cost of providing wireless service to
subscribers, primarily including costs to access local exchange and long
distance carrier facilities and maintain the Company's wireless network. General
and administrative expenses include the costs associated with billing a
subscriber and the administrative cost associated with maintaining subscribers,
including customer service, accounting and other centralized functions. General
and administrative expenses also include provisions for unbillable fraudulent
roaming charges and subscriber bad debt. Sales and marketing costs include costs
associated with acquiring a subscriber, including direct and indirect sales
commissions, salaries, all costs of sales offices and retail locations,
advertising and promotional expenses. Sales and marketing costs do not include
the revenue or costs of handset sales. However, when sales and marketing costs
per net subscriber addition are discussed, the revenue and costs from handset
sales are included because such measure is commonly used in the wireless
industry. Depreciation and amortization includes primarily depreciation expense
associated with the Company's property and equipment in service and amortization
associated with its wireless licenses for operational markets.
Certain centralized general and administrative costs, including customer
service, accounting and other centralized functions, benefit all of the
Company's operations. These costs are allocated to those operations in a manner
which reflects management's judgment as to the nature of the activity causing
those costs to be incurred.
As used herein, "EBITDA" represents operating loss before depreciation
and amortization. EBITDA should not be construed as an alternative to operating
income (loss) (as determined in accordance with United States generally accepted
accounting principles,"GAAP"), as an alternative to cash flows from operating
activities (as determined in accordance with GAAP), or as a measure of
liquidity. EBITDA is presented because it is a commonly used financial indicator
in the wireless industry. It is used as an indicator of a company's ability to
service and/or incur debt. Because EBITDA is not calculated in the same manner
by all companies the Company's presentation may not be comparable to other
similarly titled measures of other companies. Cellular EBITDA represents EBITDA
from the Company's cellular operations and PCS EBITDA represents EBITDA from the
Company's PCS operations.
In the comparisons that follow, the Company has separately set forth
certain information relating to cellular operations (including paging) and PCS
operations. The Company believes that this is appropriate because its cellular
systems have been operating for a number of years and operate in rural markets
while its PCS systems did not commence operations until 1996 and operate in
urban markets.
<PAGE> 2
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
CELLULAR OPERATIONS
The Company had 520,000 cellular subscribers at December 31, 1997,
representing an increase of 195,800 or 60.4% during 1997. At December 31, 1996
and 1995, the Company had 324,200 and 209,500 cellular subscribers,
respectively, representing an increase of 54.7% during 1996 and 85.7% during
1995. In 1997, 1996, and 1995 the net number of subscribers added through system
acquisitions was approximately 58,500, 4,900 and 3,300, respectively. Removing
the effect of the Triad subscribers acquired in October 1997, the subscriber
growth would have been 42.4% during 1997.
During the fourth quarter of 1997, the Company purchased from Triad the
cellular business and assets of 12 RSAs in Texas, Utah, Oklahoma and Minnesota.
This purchase was consummated on October 31, 1997, thus the operating results of
the Company's cellular business for the twelve months ended December 31, 1997,
may not be indicative of future performance.
The following table sets forth certain financial data as it relates to
the Company's cellular operations:
<TABLE>
<CAPTION>
(Dollars in thousands) YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1997 % CHANGE 1996 % CHANGE 1995
--------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Cellular revenues:
Subscriber revenues ............ $245,364 40.5% $174,647 65.7% $105,430
Roamer revenues ................ 39,750 16.7% 34,065 14.9% 29,660
Equipment sales and other
revenues ..................... 17,734 5.3% 16,834 46.8% 11,465
-------- -------- --------
Total revenues ............. $302,848 $225,546 $146,555
Cellular operating expenses:
Cost of service ................ $ 47,001 14.3% $ 41,130 48.6% $ 27,686
Cost of equipment sales ........ 29,698 16.4% 25,516 23.2% 20,705
General and administrative ..... 60,865 31.0% 46,464 64.9% 28,184
Sales and marketing ............ 61,409 17.8% 52,147 27.0% 41,051
Depreciation and amortization .. 66,595 1.9% 65,346 32.9% 49,187
-------- -------- --------
Total operating expenses ... $265,568 $230,603 $166,813
</TABLE>
CELLULAR REVENUES
Subscriber revenues have increased over the past three years due to the
growth in the number of subscribers offset slightly by a decrease in the average
monthly cellular subscriber revenue per subscriber. Average monthly cellular
subscriber revenue per subscriber was $51.13 in 1997, a 7.0% decline from $54.96
in 1996, which was a 4.0% decline from $57.25 in 1995. The Company anticipates
this downward trend will continue in 1998. Over the past few years the cellular
industry as a whole has also shown a decline in the average monthly cellular
subscriber revenue per subscriber. Removing the effect of the Triad subscribers
acquired in October 1997, the average monthly cellular subscriber revenue per
subscriber was $51.38 in 1997.
The increase in roamer revenues over the past three years was caused by
an increase in roaming traffic and partially offset by decreases in the rates
charged between carriers. While the Company expects total roamer minutes to
continue to increase, the decline in the rates charged between carriers will
limit the growth of roamer revenues.
Cellular equipment sales, which consist primarily of handset sales,
decreased in 1997 primarily due to the decrease in the average cellular handset
sales price despite the increase in net subscriber additions.
<PAGE> 3
CELLULAR OPERATING EXPENSES
The increase in cost of service is primarily attributable to the
increased number of subscribers. While cost of service increased in total
dollars, it decreased as a percentage of service revenues to 16.2% in 1997 from
19.3% in 1996 and 20.5% in 1995 due primarily to efficiencies gained from the
growing subscriber base.
The Company's general and administrative costs are principally
considered to be variable costs, that is costs that will vary with the level of
subscribers. The increases in total dollars are primarily attributable to the
increase in costs associated with supporting the increased subscriber base.
However, the general and administrative cost per average subscriber continues to
decrease as a result of efficiencies gained from the growing subscriber base.
The general and administrative cost per average subscriber decreased to $12.60
in 1997 from $14.58 in 1996 and $15.08 in 1995. While the Company has not
incurred material fraud or bad debt expenses to date and continues to develop
and invest in measures to minimize such expenses, there can be no assurance that
such expenses will not increase in the future.
Increases in sales and marketing costs are primarily due to the increase
in net subscriber additions over the past three years. Although sales and
marketing costs have increased, sales and marketing cost per net subscriber
added, including the loss on equipment sales, declined to $574 in 1997 from $593
in 1996. This decrease is a result of strategically reduced advertising costs
and is partially offset by an increase in the churn rate. Sales and marketing
cost per net subscriber added increased to $593 in 1996 from $546 in 1995
largely due to an increase in the number of disconnected subscribers relative to
the number of gross subscriber additions. Removing the effect of the Triad
properties acquired in October 1997, sales and marketing costs would have been
approximately $59.8 million in 1997 and the cost per net subscriber added,
including the loss on equipment sales, would have been $578.
Cost of equipment sales increased primarily due to the increase in the
number of handsets sold in 1997 as compared to 1996 and 1995. Offsetting this
increase is a decrease caused by the decline in the average cost of handsets
sold. The Company expects this trend to continue in 1998. Although subscribers
generally are responsible for purchasing or otherwise obtaining their own
handsets, the Company has historically sold handsets below cost to respond to
competition and general industry practice and expects to continue to do so in
the future.
Increases in depreciation and amortization expense over the past three
years are primarily due to the purchase of additional wireless communications
system assets by the Company. In 1997, the increase in depreciation and
amortization expense caused by the purchase of additional assets, including the
acquisition of the Triad properties, was offset by the change in the life by
which cellular licenses are amortized. Effective January 1, 1997, the Company
prospectively changed its amortization period for cellular licensing costs from
15 years to 40 years to conform more closely with industry practices. The effect
of this change in 1997 was to decrease net loss by approximately $15 million and
decrease the basic loss per share by $0.21.
PCS OPERATIONS
The Company's PCS business did not commence operations in any of its
markets until February 1996. From that date through the end of 1996 six of the
original seven MTA licenses purchased by the Company launched service at various
times. The last of the original seven MTA licenses, Denver, became operational
in May of 1997. Due to the varying dates at which each of the MTAs became
operational, the expenses and revenues incurred may not be representative of
future operations. Additionally, during each period being discussed a portion of
the operating expenses incurred in the Company's PCS operations were related to
start-up costs incurred prior to the commencement of operations in each of the
systems. Exclusive of depreciation and amortization expense, which was not
material, approximately $5.4 million and $17.0 million of start-up costs were
incurred in 1997 and 1996, respectively.
The Company had 128,600 PCS subscribers at December 31, 1997,
representing an increase of 262.3% during 1997. At December 31, 1996, the
Company had 35,500 PCS subscribers.
<PAGE> 4
The following table sets forth certain financial data as it relates to
the Company's PCS operations:
<TABLE>
<CAPTION>
(Dollars in thousands) YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1997 % CHANGE 1996 % CHANGE 1995
-------- -------- --------- -------- -------
<S> <C> <C> <C> <C> <C>
PCS revenues:
Service revenues ............... $ 52,587 574.7% $ 7,794
Equipment revenues ............. 25,143 158.0% 9,745
-------- --------
Total revenues ............. $ 77,730 $ 17,539
PCS operating expenses:
Cost of service ................ $ 43,183 246.3% $ 12,470
Cost of equipment sales ........ 53,469 157.2% 20,789
General and administrative ..... 51,678 155.7% 20,209 N.M. $ 3,069
Sales and marketing ............ 59,466 88.8% 31,505 N.M. 339
Depreciation and amortization .. 66,875 364.6% 14,395 N.M. 269
-------- -------- --------
Total operating expenses ... $274,671 $ 99,368 $ 3,677
</TABLE>
PCS REVENUES
PCS service revenues grew in 1997 primarily because all seven of the
original MTAs were operational during the majority of 1997 while these same MTAs
were only operational during a portion of 1996. Average monthly PCS subscriber
revenue per subscriber was $57.48 for 1997 as compared to $62.85 for 1996. As
the Company's PCS operations only began generating revenue during 1996, the year
over year trend is not necessarily representative of future trends.
PCS equipment sales increased as a result of commercial operations in
six of the Company's PCS MTAs during the entire twelve months of 1997 and the
Denver MTA for eight months of 1997 as compared to only six MTAs having
operations of various lengths throughout 1996. The Company anticipates continued
growth in equipment sales as a result of increases in PCS subscriber additions
and the commencement of commercial operations in other PCS markets.
PCS OPERATING EXPENSES
Cost of service expenses, cost of equipment sales, and depreciation and
amortization expenses largely represent the expenses incurred by the operational
PCS systems. Six of the PCS MTAs were operational during the entire twelve
months in 1997 and the Denver MTA was operational for eight months of that
period. Six of the PCS MTAs became operational during various times throughout
1996. Accordingly, cost of service expenses, cost of equipment sales, and
depreciation and amortization expenses increased in 1997 over 1996. Similarly,
general and administrative costs increased due to the costs associated with
supporting the additional markets in which the Company has operations and sales
and marketing costs increased as a result of the effort to increase net
subscriber additions and promote the Company's PCS brand name. As the Company's
PCS systems only commenced operations during 1996, the year over year trend is
not necessarily representative of future trends. The Company's PCS business
plan is to grow the business rapidly which would cause all PCS operating
expenses to increase significantly in 1998.
OTHER INCOME (EXPENSE); EXTRAORDINARY LOSS; NET OPERATING LOSS CARRYFORWARDS
Interest and financing expense, net of capitalized interest, increased
in 1997 from 1996 and 1995 due to the increase in long-term debt. Long-term debt
was incurred primarily to fund the Company's capital expenditures associated
with the build-out of the Company's PCS systems. Interest expense will continue
to increase in 1998 as a result of increased borrowings the Company has
incurred, and will continue to incur, to fund this expansion. The weighted
average interest rate, before the effect of capitalized interest, was 10.2%,
9.8% and 9.2% in 1997, 1996 and 1995, respectively.
Extraordinary loss on early extinguishment of debt of $6.6 million in
1995 represents the charge for the unamortized portion of financing costs
incurred in connection with the refinancing of the Company's then outstanding
credit facility.
<PAGE> 5
The Company had available at December 31, 1997, net operating loss
carryforwards ("NOLs") of approximately $640 million which will expire in the
years 2002 through 2012. The Company may be limited in its ability to use these
carryforwards in any one year due to ownership changes that preceded the
business combination that formed the Company in July 1994. Approximately $17
million of such NOLs are subject to such limitations. Any amount of NOLs subject
to such limitation that the Company is not able to use in any one year may be
used in subsequent years prior to the expiration thereof. There is currently no
limitation on the remaining NOLs of $623 million. Management believes that,
based on a number of factors, there is sufficient uncertainty regarding the
utilization of all of the Company's NOLs. See Note 9 of the Company's Notes to
the consolidated financial statements.
EBITDA
Consolidated EBITDA declined to negative $26.2 million in 1997 from
negative $7.1 million in 1996 and $25.5 million in 1995 primarily due to the
negative $130.1 million and negative $67.4 million EBITDA in 1997 and 1996,
respectively, attributable to PCS operations offset by an increase in cellular
EBITDA. Cellular EBITDA increased to $103.9 million in 1997 from $60.3 million
in 1996 and $28.9 million in 1995, primarily as a result of increased revenues
due to the increased subscriber base and the related cost efficiencies gained.
As a result, cellular operating margin (cellular EBITDA as a percentage of
cellular service revenues) increased to 35.8% in 1997 from 28.3% in 1996 and
21.4% in 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a credit facility (the "Credit Facility") with a
consortium of lenders providing for $750 million of revolving credit and a $200
million term loan. A subsidiary of the Company also has a credit facility (the
"PCS Vendor Facility" and, together with the Credit Facility, the "Senior
Secured Facilities") with a consortium of lenders providing for $300 million of
revolving credit. As of December 31, 1997, $695 million and $300 million were
outstanding under the Credit Facility and the PCS Vendor Facility, respectively.
Amounts available for borrowing under the Credit Facility, which is limited by
certain financial covenants, was $239 million. Indebtedness under the Credit
Facility and the PCS Vendor Facility matures on March 31, 2006, and December 31,
2003, respectively, and bears interest at variable rates. Substantially all the
assets of the Company are pledged as security for such indebtedness. The terms
of the PCS Vendor Facility restrict, among other things, the sale of assets,
distribution of dividends or other distributions and loans by the subsidiary of
the Company.
The Company has issued $200 million principal amount of 10-1/2% Senior
Subordinated Notes due 2006 (the "2006" Notes) at par and $200 million
principal amount of 10-1/2% Senior Subordinated Notes due 2007 (the "2007"
Notes) at par. Indebtedness under the 2006 Notes and 2007 Notes matures in
June 1, 2006 and February 1, 2007, respectively. The Credit Facility prohibits
the repayment of all or any portion of the principal amounts of the 2006 Notes
or 2007 Notes prior to the repayment of all indebtedness under the Credit
Facility. The 2006 and 2007 Notes contain certain restrictive covenants which
impose limitations on the operations and activities of the Company and certain
of its subsidiaries, including the issuance of other indebtedness, the creation
of liens, the sale of assets, issuance of preferred stock of subsidiaries and
certain investments and acquisitions.
In October 1997, the Company entered into an agreement with Hutchison
Telecommunications Limited ("HTL") and a subsidiary of HTL pursuant to which
the HTL subsidiary agreed to purchase approximately 5% of the outstanding
capital stock of the Company for a purchase price of $74.3 million. This
transaction closed in November 1997. The proceeds from the sale of the stock
were used to reduce the revolving Credit Facility. The Company and its
subsidiary, Western PCS Corporation ("Western PCS") also entered into an
agreement with HTL and another HTL subsidiary pursuant to which the HTL
subsidiary agreed to purchase 19.9% of the outstanding capital stock of
Western PCS for an aggregate purchase price of $248.4 million. This
transaction closed in February 1998. Approximately $135 million of the
proceeds will be used by Western PCS for the continued build-out of its PCS
systems during 1998. The remainder of the proceeds was paid to the Company as
a repayment of advances made to Western PCS and was used by the Company to
reduce the revolving Credit Facility.
In addition to the aforementioned capital expenditures the Company
expects to incur in 1998, WWC has noncancellable lease agreements for various
facilities, including cell site locations, of approximately $24 million in 1998.
The source of funding for such expenditures will come from the sources discussed
above.
The Company currently anticipates that it will require approximately
$260 million for the continued build-out of its PCS systems during 1998,
including anticipated spending by Cook Inlet PCS. In addition, further funds
will be required to finance the continued growth of its cellular and PCS
operations (which may be significant), provide for working capital, and service
debt. Part of the funds needed to finance the PCS build-out and operations will
come from the investment by HTL. The Company will utilize cash on hand,
including the proceeds of the HTL investments described above, and amounts
available for borrowing under the Credit Facility for such purposes. The Company
believes such sources will be sufficient for the operations of the business.
The Company continues to consider and expects to pursue additional sources of
funding to enable the further development of the PCS business. Such sources may
include the issuance of additional indebtedness and/or the sale of additional
equity at the parent or subsidiary level. There can be no assurance that such
funds will be available to the Company on acceptable or favorable terms.
Net cash used in operating activities was $114.5 million in 1997.
Adjustments to the $265.5 million net loss to reconcile to net cash used in
operating activities primarily included $133.5 million of depreciation and
amortization. Other adjustments included changes in operating assets and
liabilities, net of effects from consolidating acquired interests, consisting of
an increase of $54.9 million in accrued liabilities, primarily attributable to
an increase in property taxes and
<PAGE> 6
interest, an increase of $23.9 million in accounts receivable, net, as a result
of the increase in total revenues, and an increase of $16.9 million in prepaid
expenses and other current assets, primarily due to $15 million in escrow for
the final payment to Triad which was released in January 1998. Net cash used in
operating activities was $61.3 million and $0.7 million in 1996 and 1995,
respectively.
Net cash used in investing activities was $652.3 million in 1997.
Investing activities for such period consisted primarily of purchases of
wireless licenses and other intangible assets of $71.9 million of which $71.6
was attributable to the purchase of the PCS licenses that the Company was the
high bidder on in the FCC's D and E Block auctions, purchases of property and
equipment of $318.8 million of which $264.4 was attributable to PCS capital
expenditures incurred in relation to the build out and expansion of the PCS
MTAs, and acquisitions of wireless properties, net of cash acquired, of $195.8
million primarily attributable to the purchase of the Triad licenses and
properties during the fourth quarter of 1997. Net cash used in investing
activities was $489.1 million and $293.6 million in 1996 and 1995, respectively.
Net cash provided by financing activities was $727.4 million in 1997.
Financing activities for such period consisted of $652 million of net additions
to long-term debt and the issuance of 3,888,888 shares of Class A Common stock
to Hutchison in November in consideration for $74.3 million. Net cash provided
by financing activities was $596.7 million and $295.1 million in 1996 and 1995,
respectively.
In the ordinary course of business, the Company continues to evaluate
acquisition opportunities, joint ventures and other potential business
transactions. Such acquisitions, joint ventures and business transactions may be
material. Such transactions may also require the Company to seek additional
sources of funding, either through the issuance of additional debt and/or
additional equity at the parent or subsidiary level. There can be no assurance
that such funds will be available to the Company on acceptable or favorable
terms.
As previously mentioned, the Company holds a 49.9% interest in Cook
Inlet PCS. Cook Inlet PCS is subject to the FCC's build-out requirements and
will require significant additional amounts to complete the build-out of its PCS
systems and to meet the government debt service requirements on the C and F
Block license purchase prices. The potential sources of such additional funding
include vendor loans, loans or capital contributions by the partners of Cook
Inlet PCS or other third party financing. To date, the Company has funded the
operations of Cook Inlet PCS through the issuance of promissory notes. At
December 31, 1997, the Company had advanced funds totaling $36.0 million to Cook
Inlet PCS under such promissory notes.
YEAR 2000 ISSUES
The Company, like most owners of computer software, will be required to
modify significant portions of its software so that it will function properly in
the year 2000. Any of the Company's computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing disrupti
ons of operations, including, among other things, a temporary inability to
process transactions, send invoices, or engage in similar normal business
activities. The Company is in the planning phase of its year 2000 compliance
project and does not, as of yet, have a determinable estimate of the costs to
be incurred. The Company expects to incur internal staff costs as well as
consulting and other expenses related to infrastructure and facilities
enhancements necessary to prepare the systems for the year 2000. The Company
expects its year 2000 compliance project to be completed on a timely basis.
SEASONALITY
The Company, and the wireless communications industry in general, have
historically experienced significant subscriber growth during the fourth
calendar quarter. Accordingly, during such quarter the Company experiences
greater losses on equipment sales and increases in sales and marketing expenses.
The Company has historically experienced highest usage and revenue per
subscriber during the summer months. The Company expects these trends to
continue.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent pulic accountants, we hereby consent to the incorporation of our
report incorporated by reference in this Form 10-K/A, into the Company's
previously filed Registration Statements, File Numbers 333-28959, 333-10421,
and 333-18137.
/s/ ARTHUR ANDERSEN LLP
Seattle, Washington
March 30, 1999
