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John E. Rooney President & Chief Executive Officer & Kenneth R. Meyer

John E. Rooney President & Chief Executive Officer & Kenneth R. Meyer Executive Vice President, Finance & Chief Financial Officer. Safe Harbor. All Information Set Forth In This Presentation, Except Historical And Factual Information, Represents Forward-Looking Statements.This

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John E. Rooney President & Chief Executive Officer & Kenneth R. Meyer

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  1. John E. Rooney President & Chief Executive Officer & Kenneth R. Meyer Executive Vice President, Finance & Chief Financial Officer

  2. Safe Harbor All Information Set Forth In This Presentation, Except Historical And Factual Information, Represents Forward-Looking Statements.This Includes All Statements About The Company’s Plans, Beliefs, Estimates And Expectations. These Statements Are Based On Current Estimates And Projections, Which Involve Certain Risks And Uncertainties That Could Cause Actual Results To Differ Materially From Those In The Forward-Looking Statements. Important Factors That May Affect Forward-Looking Statements Include, But Are Not Limited To: General Economic And Business Conditions, Both Nationally And In The Regions In Which The Company Operates; Technology Changes; Competition; Changes In Business Strategy Or Development Plans; Acquisitions/Divestitures Of Properties And/Or Licenses; Changes In Governmental Regulations; Changes In The Value Of Investments; Availability of Future Financing;And Changes In Growth In Cellular Customers, Penetration Rates, Churn Rates And Roaming Rates. Investors Are Encouraged To Consider These And Other Risks And Uncertainties That Are Discussed In Documents Filed By The Company With Securities And Exchange Commission (“SEC”).

  3. 2002 - Who We Are • U.S. Cellular Corporation operates and invests in wireless systems throughout the United States. U.S. Cellular is the nation’s eighth largest wireless telephone company in terms of customers. It is headquartered in Chicago, IL. TDS owns 82.2% of U.S. Cellular.

  4. USM Operating RevenuesYear Ended December 31 *Dollars in Thousands

  5. USM Operating Cash FlowYear Ended December 31 *Dollars in Thousands

  6. USM 2001 Operating Results Operating Revenues (000) USM $1,894,800 +10.4% Operating Cash Flow USM $617,900 +10.7% CAPX/Depreciation USM $503,334/ 237,346 Return on Capital200120001999 1998 USM * 7.7% 8.0% 7.0% 5.5% * Computed with license costs

  7. USM 2001 Highlights -We connect with you. • 1.19% incremental penetration driving an 13% increase in customers • Service Revenues $1.83 B + 10.4 % • Operating Cash Flow $617.9 M +10.7 % • Diluted EPS from operations w/o extra/gains $2.07 (2.4%) • Free Cash Flow $114.5 M • Return on Capital * 7.7% • Impressive 1.7% churn vs. industry range of 2.3%-2.9% * with license costs

  8. Cedar Rapids, IA Tulsa Knoxville USM Largest MarketsWe connect with you. • Milwaukee • Madison • Des Moines • #1 market share in all major markets ... Network quality, broad distribution and superior customer service • 54% of operations in Midwest

  9. USM Statistics • Eighth largest wireless provider; second largest regional carrier • Total Pops... # • 56% of population in RSA’s • <20% of total population in cities over 50,000 • Serves 3.5 million customers in clustered, mid/size small metro and rural markets • 13.48% market penetration • Pervasive distribution... Over 2,500 points of presence ( > 500 retail locations) • Two million investment pops (894,000 in Los Angeles) • 2, 925 cell sites; 2,200 owned towers • 10.2 million Vodafone ADR’s... 371,000 shares RCCC • CASH - $28.9m LT DEBT - $403m

  10. USM Churn • Prepay represents ~ 4% of USM’s subscribers • SpanAmericaSM,USM’s national rate plan, represents 1% of USM’s subscribers

  11. USM Postpay Churn RateWe connect with you. One of Lowest of top 10 U.S. Wireless Carriers

  12. USM Growth StrategiesWe connect with you. • Differentiate through EXCEPTIONAL customer service and network quality... understand specific customer needs Customer Service Award : “The Titans 2001 ” • Aggressively increase penetration in mid-sized and small metropolitan and rural markets

  13. USM Growth Strategies(continued)We connect with you. • Strategically strengthen our regional footprint through purchase or trade...build off strength and exit other areas • Price competitively and be a fast follower on technology • Continuous customer digital migration... ~70% customers digital by year-end

  14. USM Growth Strategies(continued)We connect with you. • Provide regional and local calling plans with broad appeal; add products to our service when they are ready for customer use e.g. SMS and Span America • Optimize existing broad distribution network • Target high-end customers with personalized customer service

  15. 2002 Outlook - USMWe connect with you. • Net adds ... 340,000 to 350,000 • EBITDA ... $680 to $710 M • Postpay churn ... 2% or lower • CAPX ... $620 to $640 (includes CDMA build-out costs of $400 - $450 M that will be spread over the years 2002 to 2004)

  16. USM Converts to CDMA IXRTT Technology (2002-2004) • Enhanced digital service • Improved voice capacity • Improving coverage • High speed data products • More cost effective use of wireless spectrum (10X analog capacity) • Continuing support of TDMA Technology •  USM’s own customers •  Roaming traffic from other TDMA operations

  17. CDMA Build Out Plans • Announced decision on December 19, 2001 • Total cost to build CDMA... $400 - $450 M • 3 years to complete • 40% of customers covered by 2002 and 75% by 2003

  18. Digital Migration ProgressWe connect with you. • 99% of the customer base has access to digital service; 1/4 have access to CDMA, the rest to TDMA • At 12/31/01, 68% of MOU on our network is now digital • At 12/31/01, 70% of customers on digital plans. At 9/30/01 - 67% At 6/30 - 61% At 3/31/01 - 53%. At 12/31/00 - 50% of USM customers were on digital rate plans, up from 22% at 12/31/99 and 4% at 12/31/98 • Approximately, 98% of USM’s cell sites will be upgraded to digital technology by 2002 • Digital technology offers improved voice quality, enhanced service offerings, better security and longer battery life. • Despite significant investment, network costs remain very low. Average fixed assets per customer were $583 vs. industry average of $698 at 12/31/01

  19. Black Crow • Black Crow Wireless L.P. accepted for filing in the C & F broadband PCS auction as designated entity • A USM subsidiary is a limited partner (85%) in Black Crow ... $56 M up front. • Black Crow successful bidder - $284 M for 6.3 M pops • Oklahoma ... $90.6 M - 1.6 M pops • Missouri ... $156.4 M - 2.5 M pops • Florida ... $32.1 M - 1.6 M pops • FCC to refund most of deposit ... for Black Crow ~$48 M. Supreme Court to hear case.

  20. Strengthening Footprint POPs (000’s) Price Estimated Spectrum/ Closing License McLeod 4,700 $74 M Closed D, E - BTA Amica 1,900 $24.6 M Closed F, C,C2 C3 - BTA Ponca City, OK 50 $800 K Q2, 02 C - BTA St. Joseph, MO 200 $4.4 M Closed E - BTA Stillwater, OK 80 $1.5 M Closed F - BTA Daytona Beach, FL 500 $13.6 M Q2, 02 C4, C5 - BTA Rochester, MN 258 $3.5 M Closed F - BTA * Airadigm 3,800 $188.7 ? F,C,C3,C5 ,C-10 MHzBTA

  21. McLeodUSA Incorporated • Closed as 2 separate transactions (6/18/01 & 8/01/01) • 10 MHz D and E block PCS licenses • 4.7 M pops for $74M in cash • Iowa - 1.7 M pops • Illinois - 2.0 M pops • Nebraska - 1.0 M pops • 43% - new pops / 57% overlay pops

  22. Stock Repurchase - USM • BOD authorized 1.4 million share repurchase March 2, 2000... Completed May 9, 2000 at an average price of $64.41 • A second 1.4 million share repurchase authorized on May 5, 2000... Completed on October 19, 2000 at an average price of $68.42. • A third 1.4 million share repurchase was authorized on October 17, 2000. A total of 550,766 shares have been purchased at $47.23 per share.

  23. USM Facts • Ticker/Exchange = USM / AMEX • Options trade= AMEX & Philadelphia • LYONs = Trade on OTC • Value Line beta @ 1/4/02= .85 • Avg. daily volume = 125k

  24. Banc of America Securities Steve Yanis Jon Block Bear Stearns Todd Rethemeier Avi Silver CS First Boston Sherryn Kinsey Deutsche Securities Jeff Hines Bo Fifer Dresdner Kleinwort Wasserstein Nirav Parikh Santosh Rao Goldman Sachs Paul Wuh Robert Barry Jefferies & Company, Inc. Fred Moran Eric Eisler JP Morgan/H&Q Thomas J. Lee Zachary Datikash Kaufman Brothers LLP Doug Makin Loop Capital Markets, LLC Greg Gorbatenko David Mantell Analyst CoverageU.S. Cellular (USM)

  25. McDaonald Investment, Inc. Thomas Morabito Merrill Lynch Linda Mutschler Dave Janazzo Morgan Stanley Greg Lundberg Luiz F. Carvalho Raymond James Ric Prentiss Robertson Stephens Frank Marsala Dave B. Rao Salomon Smith Barney Mike Rollins John Santo Domingo Michael Chung Stephens Inc. Charlie Pluckhahn David J. Palmisano UBS Warburg Colette Fleming Mark Kinarney Analyst CoverageU.S. Cellular (USM)continued

  26. HOME PLATE - PrimeCo Wireless Communications LLC - 20 Mega hertz PCS License - CDMA Technology (500 cell sites) - Chicago MTA - 13.1 million pops

  27. HOME PLATE cont. - 34 Stores and Kiosks - 650 indirect retail partners - 350,000 customers - 450 employees - Purchase price _____

  28. STRATEGIC ADVANTAGE - Strengthens Midwest Market already company’s largest operation - Home town advantage - Senior management team at U.S. Cellular well acquainted with market

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