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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED DECEMBER 31, 2002

Commission File Number: 0-24061

US LEC CORP.

(Exact name of registrant as specified in its charter)

Morrocroft III, 6801 Morrison Boulevard

CHARLOTTE, NORTH CAROLINA 28211

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code: (704) 319-1000

Securities registered pursuant to Section 12(b) of Act:    None.

Securities registered pursuant to Section 12(g) of Act:    Class A Common Stock, par value $.01 per share.

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 the 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

Indicate by check mark whether the registrant is an accelerated filer as defined in Exchange Rule 12b-2.   Yes  ¨    No  x

The aggregate market value of voting stock of the registrant held by non-affiliates of the registrant was $28,985,427 as of June 30, 2002 based on the closing sales price on The Nasdaq SmallCap Market as of that date. For purposes of this calculation only, affiliates are deemed to be directors and executive officers of the registrant.

As of March 24, 2003 there were 26,894,839 shares of Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be held on May 22, 2003 are incorporated by reference into Part III of this report.

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US LEC CORP.

2002 ANNUAL REPORT ON FORM 10-K

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PART I

ITEM 1.    BUSINESS

THE COMPANY

US LEC Corp. (“US LEC” or the “Company) is a Charlotte, NC-based telecommunications carrier providing voice, data and Internet services to over 10,000 mid-to-large-sized business customers throughout the southeastern and mid-Atlantic United States. As of December 31, 2002, the US LEC network consisted of 26 Lucent 5ESS^® AnyMedia^™ digital switches, 26 Lucent CBX500 Asynchronous Transfer Mode (“ATM”) data switches, five Juniper Networks^® M20^™ Internet Gateway routers and an Alcatel MegaHub^® 600ES tandem switch. The US LEC local service area includes Alabama, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, New Jersey, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia and the District of Columbia. US LEC also offers selected voice services in Arkansas, California, Connecticut, Indiana, Massachusetts, Montana, Nevada, New York, Ohio, Texas and Wisconsin, in addition to providing data services in these and other states. The Company primarily serves telecommunications-intensive business customers including the automotive, construction, education, financial, government, healthcare, hospitality, Internet service providers, other telecommunication carriers, professional/legal, real estate, retail and transportation sectors.

US LEC was founded in 1996 and first initiated service in North Carolina in March 1997, becoming one of the first competitive local exchange carriers (“CLEC”) in North Carolina to provide switched local exchange services.

BUSINESS STRATEGY

US LEC’s objective is to be the premier communications partner for businesses by delivering quality voice and data services and exceeding expectations for customer care.

The principal elements of US LEC’s business strategy include:

Offer a Broad Range of Products and Services.    US LEC offers customers a broad range of telecommunication services which can be bundled on a single customer network connection. Management believes a broad product range, competitive pricing and an opportunity to bundle services gives US LEC customers an exceptional value. US LEC offers its customers local access, calling card, audio conferencing, digital private line, frame relay, ATM, dedicated high-speed Internet access, Web hosting, email, dial-up Internet access, managed firewall and Internet Protocol-Virtual Private Network (“IP-VPN”), as well as long distance services that include intrastate, interstate, international and toll-free calling. To further the Company’s product strategy, US LEC has deployed its IP, ATM and Advanced Intelligent Network (“AIN”) platforms. These systems provide the Company the ability to provide advanced voice and data communications products and services.

Target Telecommunications-Intensive Customers.    The Company focuses its sales efforts on telecommunications-intensive business customers that include the automotive, construction, education, financial, government, healthcare, hospitality, Internet service providers, professional/legal, real estate, retail, transportation sectors and telecommunication providers. By focusing on such customers, the Company is able to more efficiently concentrate their telecommunications traffic. In addition, the Company frequently is able to bundle its local, long distance, data and Internet services. This further enhances network utilization and thereby improves margins, as fixed network costs are spread over a larger base of services. Unlike some other CLECs, the Company does not resell incumbent local exchange carrier (“ILEC”) dial tone services.

Provide Outstanding Customer Service.    Management believes that a key element of the success of a CLEC is the ability to satisfy the service needs of its customers. The Company must be able to resolve customer issues, promptly implement change requests, resolve billing issues and promptly add additional service and

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capacity. Management believes that providing customers with outstanding customer care enhances the ability of the Company to retain its customers, as well as attract new customers. Customer care is provided locally by the market-based sales, sales support and operations team and centrally by US LEC’s network operations center (“NOC”) and customer service center.

Deploy a Capital-Efficient Network.    US LEC utilizes a “smart-build” strategy of owning and deploying switching and routing equipment and leasing the required fiber optic transmission capacity from competitive access providers (“CAPs”), CLECs, interexchange carriers (“IXCs”) or ILECs. Management believes the Company’s switch-based, leased-transport strategy enables it to enter and penetrate markets, and generate revenue and positive cash flow more rapidly than if the Company first constructed its own transmission facilities. By leasing fiber transport, this Smart-Build strategy also reduces the up-front capital expenditures required to build a network and enter new markets and avoids the risk of “stranded” investment in under-utilized fiber networks.

Install a Robust Technology Platform.    The Company has chosen the 5ESS^® Any Media^™ digital switch and the CBX500 ATM data switches, both of which are manufactured by Lucent Technologies, Inc. (“Lucent”) to provide a consistent technology platform throughout its network. As of December 31, 2002, US LEC had 26 Lucent voice switches and 26 Lucent ATM data switches active throughout its network. To enhance its service offerings, the Company deployed an Alcatel MegaHub 600ES (“Alcatel”) tandem switch in Charlotte, NC. In addition, the Company has also deployed five Juniper Networks^® M20^™ Internet Gateway routers to provide reliable, scalable, and high-speed network elements to significantly enhance the performance of US LEC’s Internet access service.

Focus of Operations.    The Company focuses its network and marketing presence in target markets composed of Tier I cities (major metropolitan areas such as Atlanta, Miami, Philadelphia and Washington D.C.) and Tier II cities (mid-size metropolitan areas such as Greensboro, Nashville and Tampa). The Company has selected target markets based on a number of considerations, including the number of potential customers and competitors in such markets and the presence of multiple transmission facility suppliers. The Company currently focuses on markets in the southeast and mid-Atlantic United States. Management believes that the Company’s strategically designed network will enable it to take advantage of customer relationships, calling patterns and capture an increasing portion of customer traffic on its network.

Employ an Experienced Sales Force.    Management believes that employing a direct sales force with extensive local market and telecommunications sales experience enhances the Company’s success in a particular market. The Company employs this strategy in building its sales force. Salespeople with experience in a particular market provide the Company with extensive knowledge of the Company’s target customer base and in many cases have existing relationships with target customers.

Implement Efficient Provisioning Processes with State-of-the-Art Back Office Support.    Management believes that a critical aspect of the success of a CLEC is timely and effective provisioning systems, which includes the process of transitioning new ILEC, IXC or other CLEC customers to the Company’s network. The Company focuses on implementing effective and timely provisioning practices to efficiently transition customers from the ILEC, IXC or other CLECs to the Company with minimal disruption of the customer’s operations. US LEC is approved by NeuStar, Inc. as a provider of Local Number Portability (“LNP”) for its customers. In addition, the US LEC NOC houses the tools to monitor its network. The NOC provides network surveillance, real-time alarm notification, dispatch services, and availability and notification 24 hours a day, 7 days a week.

US LEC’S NETWORK

The US LEC network consists of 26 Lucent 5ESS^® AnyMedia^™ digital switches, 26 Lucent CBX500 ATM data switches, five Juniper Networks^® M20^™ Internet Gateway routers and an Alcatel MegaHub^® 600ES tandem switch.

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Data transmissions from a US LEC customer are transported over leased lines to the US LEC switch and can then be transmitted directly on the Company’s network or transmitted to another carrier for termination. Data transmissions to a US LEC customer work in reverse. Internet access for US LEC customers is provided by transport over leased lines to the US LEC switch, transmitted over leased lines to one of US LEC’s Internet Gateways if necessary, and then to the Internet via Internet transit leased from other carriers.

Voice calls originating with a US LEC customer are transported over leased lines to the US LEC switch and can either be terminated directly on the Company’s network or routed to a long distance carrier, an ILEC or another CLEC, depending on the location of the call recipient. Similarly, voice calls originating from the public switched telephone network and destined for a US LEC customer are routed through the US LEC switch and delivered to call recipients via leased transmission facilities.

In order to interconnect its switches to the network of the local incumbent phone company and to exchange traffic with it, the Company maintains interconnection agreements with the incumbent carriers. The Telecommunications Act of 1996 (the “Telecom Act”), decisions of state and federal regulatory bodies and negotiation affect the terms and conditions of the interconnection agreements with the carriers involved. The Company may voluntarily enter into such an agreement, petition a state regulatory commission to arbitrate issues that cannot be resolved by negotiation or opt into agreements executed by the incumbent and other competitive carriers. The Company has signed or opted into interconnection agreements with all of the incumbent local carriers where it offers services requiring such agreements, including BellSouth Telecommunications, Inc. (“BellSouth”), Verizon Communications Inc. (“Verizon”) and Sprint Communications Company L.P. (“Sprint”). (See “Business—Forward Looking Statements and Risk Factors—Interconnection Agreements”)

PRODUCTS AND SERVICES

The Company provides local dial-tone services to customers. Local access is available in many different forms including Primary Rate Interface (“PRI”), T-1 and channels. The Company’s network is designed to allow a customer to easily increase or decrease capacity and utilize enhanced services as the telecommunications requirements of the customer change. The Company also offers directory assistance and operator services.

US LEC provides long distance services for completing intrastate, interstate and international calls. The Company also provides toll-free services, calling cards, audio conferencing and certain enhanced services such as voice mail.

The Company also provides data products including frame relay, ATM service, digital private line and other services.

In addition, US LEC provides Internet products including US LECnet (a direct, dedicated, high-speed connection to the Internet), Web hosting, dial-up access to the Internet, email, managed firewalls and IP-VPN, news feeds and other services.

The Company’s ability to bundle local, long distance, data and Internet services on the same transport facility allows it to offer customers more efficient use of such facilities, and allows it to aggregate customers’ monthly recurring and usage charges on a single consolidated invoice.

The Company offers the ADVANTAGE T, a single-rate, bundled product offering which allows customers to put local, long distance, dedicated high-speed Internet access, frame relay, ATM, digital private line and toll-free services all on a single T-1. Not only can customers choose between multiple products to be carried, but they can also allocate bandwidth dedicated to each product on the T-1. Management believes that this product allows US LEC to address a broader market.

During 2002, the Company continued to expand its voice, data and Internet product offerings, while minimizing the capital requirements associated with product expansions. The goal of these product expansions

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was to complete an already strong product set in order to complete customer communications solutions and add incremental revenue opportunities. As an example, US LEC added “reservation-less” Audio Conferencing and various toll free features to its voice product set and Integrated Access Devices, as well as SLA Reporting and Managed Routers and Managed Firewall and IP-VPN to its data and Internet product sets.

SALES AND MARKETING

Sales.    US LEC employs a well-trained and experienced direct sales force. The Company recruits salespeople with strong sales backgrounds in its markets, including salespeople from other telecommunications carriers, including long distance companies, CLECs and ILECs, Internet Service Providers, telecommunications equipment manufacturers, and network systems integrators. The Company plans to continue to attract and retain highly qualified salespeople by offering them an opportunity to work with an experienced management team in an entrepreneurial environment and to participate in the potential economic rewards made available through a results-oriented compensation program. In 2000, US LEC implemented the Customer Account Manager (“CAM”) program in an effort to gain additional sales from current customers and to enhance the Company’s relationships with its customer base. The Company also utilizes independent sales agents to identify and maintain customers. During 2002, the Company continued to enhance its sales force by hiring additional quota-bearing and sales support staff, continuing education regarding the Company’s voice, data and Internet products and forming an overlay group to focus on large target customers and data sales.

Marketing.    In its existing markets, US LEC seeks to be the premier communications partner for businesses by delivering quality voice and data services and exceeding expectations for customer care. The Company builds its reputation and brand identity by working closely with its customers to develop services customized to their particular needs and by implementing targeted product offerings and promotional efforts.

The Company primarily uses two trademarks and service marks: US LEC, and a logo that includes US LEC. These marks have been registered either on the Principal or the Supplemental Register of the United States Patent and Trademark Office for uses related to telecommunications products and services.

Billing.    The Company operates its billing function in-house, allowing the Company to realize cost savings and provide additional services to customers. Customer bills are available in a variety of formats to meet a customer’s specific needs. US LEC offers customers simplicity and convenience by sending one bill for all services. The Company believes this is an important aspect of customer acquisition and retention.

Employees

As of December 31, 2002, the Company employed 911 people. The Company does not expect significant changes in its staffing level in 2003. The Company considers its employee relations to be very good.

Regulation

The following summary of regulatory developments and legislation does not purport to describe all present and proposed federal, state and local regulations and legislation affecting the telecommunications industry. Other existing federal and state legislation and regulations are currently the subject of judicial proceedings and legislation, legislative hearings and administrative proposals which could change, in varying degrees, the manner in which this industry operates. Neither the outcome of these proceedings and legislation, nor their impact upon the telecommunications industry or the Company, can be predicted at this time. This section also includes a brief description of regulatory and tariff issues pertaining to the operation of the Company.

Overview.    The Company’s services are subject to varying degrees of federal, state and local regulation. The Federal Communications Commission (the “FCC”) generally exercises jurisdiction over the facilities of, and

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services offered by, telecommunications common carriers that provide interstate or international communications. The state regulatory commissions (“PUCs”) retain jurisdiction over the same facilities and services to the extent they are used to provide intrastate communications.

Federal Legislation.    The Company must comply with the requirements of common carriage under the Communications Act of 1934, as amended (the “Communications Act”). The Telecom Act, enacted on February 8, 1996, substantially revised the Communications Act. The Telecom Act establishes a regulatory framework for the introduction of local competition throughout the United States and was intended to reduce unnecessary regulation to the greatest extent possible. Among other things, the Telecom Act preempts, after notice and an opportunity for comment, any state or local government from prohibiting any entity from providing telecommunications service.

The Telecom Act also establishes a dual federal-state regulatory scheme for eliminating other barriers to competition faced by competitors to the incumbent local exchange carriers and other new entrants into the local telephone market. Specifically, the Telecom Act imposes on ILECs certain interconnection obligations, some of which are implemented by FCC regulations. The Telecom Act contemplates that state PUCs will apply the federal regulations and oversee the implementation of all aspects of interconnection not subject to FCC jurisdiction as they oversee interconnection negotiations between ILECs and their new competitors.

The FCC has significant responsibility in the manner in which the Telecom Act will be implemented especially in the areas of pricing, universal service, access charges and price caps. The details of the rules adopted by the FCC will have a significant effect in determining the extent to which barriers to competition in local services are removed, as well as the time frame within which such barriers are eliminated.

The PUCs also have significant responsibility for implementing the Telecom Act. Specifically, the states have authority to establish interconnection pricing, including unbundled loop charges, reciprocal compensation and wholesale pricing consistent with FCC regulations. The PUCs are also charged under the Telecom Act with overseeing the arbitration process for resolving interconnection negotiation disputes between CLECs and the ILECs, must approve negotiated or arbitrated interconnection agreements, and resolve contract compliance disputes arising from interconnection agreements. The U.S. Supreme Court appears to have assumed, without actually deciding that the PUCs have the ability to enforce interconnection agreements.

The Company has historically earned a significant portion of its revenue from the ILEC in the form of reciprocal compensation payments due to the Company. Several ILECs in the Company’s territory (principally BellSouth and Verizon) have challenged the applicability of reciprocal compensation related to enhanced service providers and internet service provider (“ISP”) customers who receive more calls than they make. With increasing frequency the ILECs with whom US LEC interconnects (principally BellSouth and Verizon) have been raising additional objections to their obligations to pay reciprocal compensation, including challenges to the rates at which such payments are calculated and the types of traffic to with the obligations apply (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Disputed Revenues”).

The obligations imposed on ILECs by the Telecom Act to promote competition, such as local number portability, dialing parity, reciprocal compensation arrangements and non-discriminatory access to telephone poles, ducts, conduits and rights-of-way also apply to CLECs, including the Company. As a result of the Telecom Act’s applicability to other telecommunications carriers, it may provide the Company with the ability to reduce its own interconnection costs by interconnecting directly with non-ILECs, but may also cause the Company to incur additional administrative and regulatory expenses in responding to interconnection requests. At the same time, the Telecom Act also makes competitive entry into other service or geographic markets more attractive to Regional Bell Operating Companies (“RBOCs”), other ILECs, long distance carriers and other companies and has increased and likely will continue to increase the level of competition the Company faces. (See “Business—Competition”).

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In addition, the Telecom Act provided that ILECs that are subsidiaries of RBOCs could not offer in-region, long distance services across local access transport areas (“LATAs”) until they had demonstrated that (i) they have entered into an approved interconnection agreement with a facilities-based CLEC or that no such CLEC has requested interconnection as of a statutorily determined deadline, (ii) they have satisfied a 14-element checklist designed to ensure that the ILEC is offering access and interconnection to all local exchange carriers on competitive terms and (iii) the FCC has determined that in-region, inter-LATA approval is consistent with the public interest, convenience and necessity. The FCC has approved Verizon’s right to provide interLATA service in Connecticut, Delaware, District of Columbia, Maryland, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia and West Virginia; BellSouth’s right to provide interLATA service in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee; and SBC Communications, Inc. (“SBCs”) in Arkansas, California, Kansas, Missouri, Oklahoma and Texas. (See “Business—Forward Looking Statements and Risk Factors—Regulation” and “Business—Forward Looking Statements and Risk Factors—Competition”).

Federal Regulation and Related Proceedings.    The Telecom Act and the FCC’s efforts to initiate reform have resulted in numerous legal challenges. As a result, the regulatory framework in which the Company operates is subject to a great deal of uncertainty. Any changes that result from this uncertainty could have a material adverse effect on the Company. The FCC has adopted orders prohibiting the use of tariffs for non-dominant carriers providing international and domestic interstate long distance services. Accordingly, non-dominant interstate services providers and international service providers will no longer be able to rely on the filing of end user tariffs with the FCC as a means of providing notice to customers of prices, terms, and conditions under which they offer their international and domestic interstate inter-exchange services. The order does not apply to the switched and special access services of the RBOCs and other local exchange service providers. The FCC allows permissive detariffing of these services.

The FCC also has proposed reducing the level of regulation that applies to the ILECs, and increasing their ability to respond quickly to competition from the Company and others. For example, in accordance with the Telecom Act, the FCC has applied “streamlined” tariff regulation to the ILECs, which greatly accelerates the time prior to which changes to tariffed service rates may take effect, and has eliminated the requirement that ILECs obtain FCC authorization before constructing new domestic facilities. These actions will allow ILECs to change service rates more quickly in response to competition. Similarly, the FCC has afforded significant new pricing flexibility to ILECs subject to price cap regulation. On August 5, 1999, the FCC adopted an order granting price cap ILECs additional pricing flexibility. The order provides certain immediate regulatory relief regarding price cap ILECs and sets forth a framework of “triggers” to provide those companies with greater flexibility to set rates for interstate access services. On February 2, 2001, the D.C. Circuit upheld the FCC rules regarding pricing flexibility. To the extent such increased pricing flexibility is utilized for ILECs or such additional regulation is implemented, the Company’s ability to compete with ILECs for certain service could be adversely affected. The FCC has granted pricing flexibility applications for various interstate access services provided by RBOCs in a number of cities, including cities in BellSouth’s service territory, including in several of the Company’s markets.

On August 8, 1996, the FCC issued an order containing rules providing guidance to the ILECs, CLECs, long distance companies and PUCs regarding several provisions of the Telecom Act. The rules include, among other things, FCC guidance on: (i) discounts for end-to-end resale of ILEC retail local exchange services (which the FCC suggested should be in the range of 17%-25%); (ii) availability of unbundled local loops and other unbundled ILEC network elements; (iii) the use of Total Element Long Run Incremental Costs in the pricing of these unbundled network elements; (iv) average default proxy prices for unbundled local loops in each state; (v) mutual compensation proxy rates for termination of ILEC/CLEC local calls; and (vi) the ability of CLECs and other service providers to opt into portions of previously-approved interconnection agreements negotiated by the ILECs with other parties on a most favored nation (or a “pick and choose”) basis.

Various parties, including ILECs and state PUCs, requested that the FCC reconsider its own rules and/or filed appeals of the FCC’s August 8, 1996 order. The U.S. Court of Appeals for the Eighth Circuit (“8th Circuit”)

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vacated certain portions of the decision. On January 25, 1999, U.S. Supreme Court reversed the 8th Circuit and upheld the FCC’s authority to issue regulations governing pricing of unbundled network elements (“UNEs”) provided by the ILECs in interconnection agreements (including regulations governing reciprocal compensation). In addition, the U.S. Supreme Court affirmed the “pick and choose” rules which allows carriers to choose individual portions of existing interconnection agreements with other carriers and to adopt only those portions of the interconnection agreement that they find most attractive. The U.S. Supreme Court disagreed with the standard applied by the FCC for determining whether an ILEC should be required to provide a competitor with particular unbundled network elements. On remand, the FCC largely retained its list of unbundled elements, but eliminated the requirement that ILECs provide unbundled access to local switching for customers with four or more lines in the top 50 Metropolitan Statistical Areas, and the requirement to provide unbundled operator service and directory assistance.

Additionally, on remand from the Supreme Court, the 8th Circuit rejected the FCC’s forward-looking pricing methodology for use in establishing pricing for UNEs. On May 13, 2002, the U. S. Supreme Court issued an opinion reversing the 8^th Circuit and upholding the FCC’s forward looking pricing methodology for use in establishing pricing for unbundled network elements. The Supreme Court also upheld the FCC’s authority to require ILECs who lease elements of their networks to bundle services for CLECs that are unable to bundle the services themselves.

In December 2001, the FCC initiated a comprehensive evaluation of its rules governing the unbundling of network elements. On May 24, 2002, the United States Court of Appeals for the D.C. Circuit overturned two decisions of the FCC. First the court remanded to the FCC for further consideration its decision on UNEs, which required ILECs to lease numerous UNEs to CLECs. Second, the court vacated and remanded the FCC decision requiring ILECs to unbundle a portion of the spectrum of local copper loops so that data local exchange carriers can offer competitive advanced services such as DSL.

The FCC consolidated the issues on UNEs remanded by the D.C. Circuit and its UNE review proceeding. On February 20, 2003, the FCC addressed the remand on UNEs and its comprehensive evaluation of UNEs. Since the FCC has yet to release its formal order on the issue or its underlying rules, the Company cannot assess what impact, if any, they will have on the Company’s operations.

On May 8, 1997, the FCC released an order establishing a significantly expanded federal universal service program which subsidized certain eligible services. For example, the FCC established new subsidies for services provided to qualifying schools and libraries with an annual cap of $2.25 billion and for services provided to rural health care providers with an annual cap of $400 million. The FCC also expanded the federal subsidies to low-income consumers and consumers in high-cost areas. Providers of interstate telecommunications service, such as the Company, as well as certain other entities, must pay for these programs. The Company’s share of the schools, libraries and rural health care funds is based on its share of the total industry telecommunications service and certain defined telecommunications end user revenues. The Company’s share of all other federal subsidy funds is based on its share of the total interstate telecommunications service and certain defined telecommunications end user revenues. Although the Company has made its required contributions to the fund, the amount of the Company’s contribution changes each quarter. As a result, the Company cannot predict the effect these regulations will have on the Company in the future. On December 13, 2002, the FCC adopted a Report and Order modifying the current method of carrier contributions to the universal service fund. The revised revenue-based methodology will impose universal service contribution on the basis of projected, collected end user interstate revenues in lieu of historical revenues. This revised methodology is an interim one pending further rulemaking. The interim changes will not have a material effect on the Company.

The FCC has made and is continuing to consider various reforms to the existing rate structure for charges assessed on long distance carriers for allowing them to connect to local networks. These reforms are designed to move these “access charges,” over time, to lower, cost-based rate levels and structures. These changes will reduce access charges and will shift charges, which had historically been based on minutes-of-use, to flat-rate,

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monthly per line charges on end-user customers rather than long distance carriers. On May 31, 2000 the FCC adopted the proposal of the Coalition for Affordable Long Distance Service (“CALLS Order”) that significantly restructures and, reduces in some respects, the interstate access charges of the RBOCs, Verizon, AT&T, and Sprint. Among the more significant regulatory changes established by the CALLS Order, the RBOCs and Verizon are required to reduce switched access charges to an average of $0.0055/minute. Price cap ILECs are additionally required to eliminate the pre-subscribed inter-exchange carrier charge (“PICC”) as a separate charge and fold it into an increased subscriber line charge (“SLC”). AT&T and Sprint have committed in this proceeding to pass on access charge reductions to consumers, and to eliminate minimum monthly usage charges. Although the CALLS Order will not apply directly to CLECs, ILEC reductions in switched access charges will likely place downward pressure on CLECs, including the Company, to reduce their own switched access charges either in the form of regulatory pressure or commercial pressure from the IXCs. A Petition for Reconsideration of the CALLS Order is currently before the FCC. The CALLS Order was appealed to the U.S. Court of Appeals for the District of Columbia. The Court remanded the case to the FCC.

On May 21, 2001, the FCC’s new rules governing CLEC interstate access charges became effective. The rules established an initial maximum rate of 2.5 cents per minute for interstate access charges for the first year. In the second year, the rate was reduced to 1.8 cents per minute. In the third year, the rate is further reduced to 1.2 cents per minute. At the end of the third year, the benchmark rate is reduced to the level of the ILEC. A CLEC may not file tariffs for above benchmark rates unless the ILEC in whose territory it operates charges a higher rate, in which case the CLEC may charge the higher ILEC rate or the rate it had tariffed in the previous six months, if lower than the ILEC’s rate. A CLEC may charge a rate higher than the benchmark if the IXC, through negotiations, agrees to such higher rate.

In addition, the FCC only allowed a CLEC to charge the benchmark rates in those areas in which the CLEC was actually serving customers on May 21, 2001. In new service areas, the CLEC may only tariff rates as high as the ILEC. Several petitions for reconsideration of the FCC’s order were filed with the FCC, as well as appeals to the U.S. Court of Appeals for the District of Columbia Circuit. The Court granted the FCC’s request to hold the appeals in abeyance until the FCC decides the motions for reconsideration. In addition, CLEC access charges are among the intercarrier compensation issues addressed in the FCC’s Notice of Proposed Rulemaking regarding a unified intercarrier compensation regime.

In the same order, the FCC determined that an IXC’s refusal to serve customers of a CLEC that tariffs the FCC’s benchmark rates would generally violate the IXC’s duty as a common carrier to provide service.

On February 26, 1999, the FCC issued a declaratory ruling and notice of proposed rulemaking concerning ISP traffic. The FCC concluded in its ruling that ISP traffic is jurisdictionally mixed, but largely interstate in nature. The FCC also determined that no federal rule existed that governed reciprocal compensation for ISP traffic at the time existing interconnection agreements were negotiated and concluded that it should permit PUCs to determine whether reciprocal compensation should be paid for calls to ISPs under existing interconnection agreements. Several parties appealed the FCC order. On March 24, 2000, the United States Court of Appeals for the D.C. Circuit vacated the FCC’s February 26, 1999 declaratory ruling and remanded it to the FCC. The D.C. Circuit Court of Appeals found that the FCC failed to clearly explain and support why ISP traffic should be regulated as long distance traffic rather than as local traffic.

On April 27, 2001, the FCC released its Order on Remand regarding intercarrier compensation for ISP-bound traffic. The FCC asserted exclusive jurisdiction over ISP-bound traffic and established a new interim intercarrier compensation regime for ISP-bound traffic with capped rates above a fixed traffic exchange ratio. Traffic in excess of a ratio of 3:1 (terminating minutes to originating minutes) is presumed to be ISP-bound traffic, and is to be compensated at rates that decrease from $.0015 to $.0007 per minute, or the applicable state-approved rate if lower, over three years. Traffic below the 3:1 threshold is to be compensated at the negotiated or PUC-approved rates in existing and future interconnection agreements. Traffic above the 3:1 ratio is also subject to a growth ceiling using first quarter 2001 traffic data as the baseline. Traffic in excess of the growth ceiling is subject to “bill and keep,” an arrangement in which the originating carrier pays no compensation to the

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terminating carrier to complete calls. In addition, when a competitive carrier begins to provide service in a state it has not previously served, all traffic in excess of the 3:1 ratio is subject to bill-and-keep arrangements. In exchange for this reduction in reciprocal compensation obligations to CLECs, the ILECs must offer to exchange all traffic subject to Section 251 (b) (5) of the Telecommunications Act of 1996, as well as ISP-bound traffic, at the federal capped rates. It is not possible to estimate the full impact of the FCC Order at this time because the federal regime does not alter existing contracts except to the extent that they incorporate changes of federal law, and because adoption of the federal regime is within the discretion of the ILEC exchanging traffic with CLECs on a state-by-state basis. In addition, the rules are the subject of petitions for reconsideration before the FCC. On May 3, 2002, the U.S. Court of Appeals for the D.C. Circuit found that the FCC had again failed to justify its stance on Section 2521(g) of the Telecom Act in adopting its new intercarrier compensation regime. The court remanded the case to the FCC for further explanation of its legal theory. In the interim, the court allowed the FCC’s compensation rules to stand. A petition for certiorari has been filed with the U.S. Supreme Court challenging the Court of Appeals’ failure to vacate the interim rules as part of the remand to the FCC. In the event an ILEC determines not to adopt the federal regime, the ILEC must pay the same rate for ISP bound traffic as for calls subject to reciprocal compensation. We cannot predict the impact of the FCC’s and the Court’s ruling on existing state decisions the outcome of pending appeals or future litigation on this issue.

The FCC also requires carriers to file periodic reports concerning carrier’s interstate circuits and deployment of network facilities. The FCC generally does not exercise direct oversight over cost justification and the level of charges for services of non-dominant carriers, although it has the power to do so. The FCC also imposes prior approval requirements on transfers of control and assignments of operating authorizations. The FCC has the authority to generally condition, modify, cancel, terminate, or revoke operating authority for failure to comply with federal laws or rules, regulations and policies of the FCC. Fines or other penalties also may be imposed for such violations. Although the Company believes it is in compliance with all applicable laws and regulations, there can be no assurance that the FCC or third parties will not raise issues with regard to the Company’s compliance with such laws and regulations.

The FCC has initiated rulemaking proceedings to consider whether advanced services offered by ILECs should be regulated as services offered by a dominant or nondominant carrier. If the service offerings are deemed nondominant, the ILEC will be subject to lessened regulation. In a related proceeding, the FCC is seeking to determine whether advanced services are information services and what regulations should apply, if that is the case. A finding that advanced services are information services, and not telephone services, could result in significantly lower levels of regulation. The Company cannot predict the outcome of these proceedings.

In December 1996, the FCC initiated a Notice of Inquiry regarding whether to impose regulations or surcharges upon providers of Internet access and information services (the “Internet NOI”). The Internet NOI sought public comment upon whether to impose or continue to forebear from regulation of Internet and other packet-switched network service providers. The Internet NOI specifically identifies Internet telephony as a subject for FCC consideration. On April 10, 1998, the FCC issued a Report to Congress on its implementation of the universal service provisions of the Telecom Act. In the Report, the FCC indicated that it would examine the question of whether certain forms of “phone-to-phone Internet Protocol telephony” are information services or telecommunications services. It noted that the FCC did not have an adequate record on which to make any definitive pronouncements on that issue at this time, but that the record the FCC had reviewed suggests that certain forms of phone-to-phone Internet Protocol telephony appear to have similar functionality to non-Internet Protocol telecommunications services and lack the characteristics that would render them information services. If the FCC were to determine that certain Internet Protocol telephony services are subject to FCC regulations as telecommunications services, the FCC noted it may find it reasonable that the ISPs that provide those services pay access charges and make universal service contributions similar to non-Internet Protocol based telecommunications service providers. The FCC also noted that other forms of Internet Protocol telephony appear to be information services.

On October 18, 2002, AT&T Corporation (“AT&T”) filed a petition for declaratory ruling with the FCC with respect to phone-to-phone Internet Protocol telephony. The petition requested that the FCC affirm that such

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services are exempt from the access charges applicable to circuit switched inter-exchange calls and that it is lawful to provide such service through local end user services. Comments were filed with the FCC in response to the AT&T petition, and it is unclear when the FCC might rule on the question presented. The Company cannot predict the outcome of these proceedings or other FCC or state proceedings that may affect the Company’s operations or impose additional requirements, regulations or charges upon the Company’s provision of Internet access and related Internet Protocol-based telephony services.

Slamming.    The FCC and many state PUCs have implemented rules to prevent unauthorized changes in a customer’s pre-subscribed local and long distance carrier (a practice commonly known as “slamming.”) Pursuant to the FCC’s slamming rules, a carrier found to have slammed a customer is subject to substantial fines. In addition, the FCC’s slamming rules were revised effective November 2000 to include new provisions governing liability for slamming, and provisions allowing state PUCs to elect to administer and enforce the FCC’s slamming rules. These slamming liability rules substantially increase a carrier’s possible liability for unauthorized carrier changes, and may substantially increase a carrier’s administrative costs in connection with alleged unauthorized carrier changes (even if the carrier can provide valid proof that such changes were authorized). Although the Company cannot predict the effect that these new liability rules will have on its business, because virtually all of the Company’s customers are connected on a dedicated basis to US LEC’s network, it is unlikely that the Company will incur any significant liability under these new rules.

The Communications Assistance for Law Enforcement Act (“CALEA”) provides rules to ensure that law enforcement agencies would be able to conduct properly authorized electronic surveillance of digital and wireless telecommunication services. CALEA requires telecommunications carriers to modify their equipment, facilities, and services used to provide telecommunications services to ensure that they are able to comply with authorized electronic surveillance requirements. For circuit-switched facilities, carriers were required to complete these modifications by June 30, 2001. Carriers providing packet-switched services were required to comply by November 19, 2001. The deadline for carrier compliance with certain additional requirements has been extended by the FCC until June 30, 2002. US LEC’s network is CALEA compliant.

State Regulation.    The Company has all of the state certifications necessary to offer its current services.

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To the extent that an area within a state in which the Company operates is served by a small (in line counts) or rural ILEC not currently subject to competition, the Company generally does not have authority to service those areas at this time. Most states regulate entry into local exchange and other intrastate service markets, and states’ regulation of CLECs vary in their regulatory intensity. The majority of states mandate that companies seeking to provide local exchange and other intrastate services apply for and obtain the requisite authorization from the PUC. This authorization process generally requires the carrier to demonstrate that it has sufficient financial, technical, and managerial capabilities and that granting the authorization will serve the public interest.

As a CLEC, the Company is subject to the regulatory directives of each state in which the Company is certified. In addition to tariff filing requirements, most states require that CLECs charge just and reasonable rates and not discriminate among similarly situated customers. Some states also require the filing of periodic reports, the payment of various regulatory fees and surcharges, and compliance with service standards and consumer protection rules. States also often require prior approvals or notifications for certain transfers of assets, customers or ownership of a CLEC. States generally retain the right to sanction a carrier or to revoke certifications if a carrier violates relevant laws and/or regulations.

In all of the states where US LEC is certified, the Company is required to file tariffs or price lists setting forth the terms, conditions and/or prices for services which are classified as intrastate. In some states, the Company’s tariff may list a range of prices or a ceiling price for particular services, and in others, such prices can be set on an individual customer basis, although the Company may be required to file tariff addenda of the contract terms. The Company is not subject to price cap or to rate of return regulation in any state in which it currently provides services. Some states where the Company operates have adopted detariffing rules.

As noted above, the states have the primary regulatory role over intrastate services under the Telecom Act. The Telecom Act allows state regulatory authorities to continue to impose competitively neutral and nondiscriminatory requirements designed to promote universal service, protect the public safety and welfare, maintain the quality of service and safeguard the rights of consumers. PUCs will implement and enforce most of the Telecom Act’s local competition provisions, including those governing the specific charges for local network interconnection. In some states, those charges are being determined by generic cost proceedings and in other states they are being established through arbitration proceedings. Depending on how such charges are ultimately determined, such charges could become a material expense to the Company.

COMPETITION

ILECs.    In each market served by its networks, the Company faces, and expects to continue facing, significant competition from the ILECs, which currently dominate their local telecommunications markets as a result of their historic monopoly position. The ILECs have also recently entered the long distance markets in parts of their service areas. They also offer data and Internet services.

The Company competes with the ILECs in its markets for local exchange services on the basis of product offerings, bundling, reliability, state-of-the-art technology, price, network design, ease of ordering and customer service. However, the ILECs have long-standing relationships with their customers and provide those customers with various transmission and switching services, a number of which the Company does not currently offer. In addition, ILECs enjoy a competitive advantage due to their vast financial resources. The Company has sought, and will continue to seek, to achieve parity with the ILECs in order to become able to provide a full range of local telecommunications services. (See “Business—Regulation” for additional information concerning the regulatory environment in which the Company operates.) Because US LEC leases fiber optic transmission capacity to link its customers with its networks and uses state-of- the-art technology in its switching platforms, the Company has demonstrated bundling, cost and service quality advantages over some ILEC networks currently available.

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IXCs.    Interexchange carriers that provide long distance services and other telecommunications services offer or have the capability to offer switched local, long distance, data and Internet services. Some of these carriers have a much larger service footprint than the Company.

Other CLECs.    In every market where US LEC has a switching center, one or more other CLECs are also operating. In some cases, the Company competes head-to-head with other CLECs and in some cases the other CLECs seek to serve a different customer base. The Company competes with other CLECs in its markets on the basis of product offerings, bundling, reliability, state-of-the-art technology, price, network design, ease of ordering and customer service. Some of these carriers have entered bankruptcy and some of these are expected to exit bankruptcy in 2003.

Internet Service Providers (ISPs).    Throughout the Company’s service area, various Internet service providers also operate. In some cases, the Company competes head-to-head with other ISPs and in some cases, the other ISPs seek to serve a different customer base. The Company competes with other ISPs in its markets on the basis of product offerings, bundling, reliability, state-of-the-art technology, price, network design, ease of ordering and customer service. Some of these carriers have entered bankruptcy and some of these are expected to exit bankruptcy in 2003.

Other Competitors.    The Company also faces, and expects to continue facing, competition from other potential competitors in certain markets in which the Company offers services. In addition to the ILECs, IXCs and other CLECs, potential competitors capable of offering switched local and long distance services include long distance carriers, cable television companies, electric utilities, microwave carriers, wireless telephone system operators and private networks built by large end-users. Many of these potential competitors enjoy competitive advantages based upon existing relationships with subscribers, brand name recognition and vast financial resources. A continuing trend toward business combinations and alliances in the telecommunications industry may create significant new competitors to the Company.

The Company believes that the Telecom Act, as well as a recent series of completed and proposed transactions between ILECs and long distance companies and cable companies, increase the likelihood that barriers to local exchange competition will be removed. The Telecom Act, as passed, conditioned the provision of in-region interLATA services by RBOCs upon a demonstration that the market in which an RBOC seeks to provide such services has been opened to competition. As ILECs that are RBOC subsidiaries are permitted to provide such services more widely, they will be in a position to offer single-source service, representing a significant competitive challenge for the Company. ILECs that are not RBOC subsidiaries may offer single-source service presently. The Telecom Act’s limitations on the provisioning of in-region interLATA services have been challenged by the RBOCs. The FCC has approved Verizon’s and BellSouth’s right to provide interLATA service in the states in which the Company operates. (see “Business—Regulation”).

The Company also competes with long distance carriers in the provisioning of long distance services. Although a few major competitors dominate the long distance and data market, hundreds of other companies also compete in the long distance and data marketplace.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

Except for historical statements and discussions, statements contained in this report constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, the Company’s Annual Report to Stockholders for the year ended December 31, 2002, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and subsequently filed Annual Reports on Form 10-K, may include forward looking statements. Other written or oral statements which constitute forward looking statements have been made and may in the future be made by or on behalf of US LEC. These statements are identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “estimates” or “anticipates” or the negative thereof or

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other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward looking statements are based on a number of assumptions concerning future events, including the outcome of judicial and regulatory proceedings, the adoption of balanced and effective rules and regulations by the FCC and PUCs, and US LEC’s ability to successfully execute its strategy. These forward looking statements are also subject to a number of uncertainties and risks, many of which are outside of US LEC’s control, that could cause actual results to differ materially from such statements. These risks include, but are not limited to, the following:

Disputed Revenues.    The deregulation of the telecommunications industry, the implementation of the Telecom Act, and the financial distress of many carriers in the wake of the downturn in the telecommunications industry have embroiled numerous industry participants, including the Company, in lawsuits, proceedings and arbitrations before state regulatory commissions, private arbitration organizations such as the American Arbitration Association, and courts over many issues important to the financial and operational success of the Company. These issues include the interpretation and enforcement of interconnection agreements, the terms of interconnection agreements the Company may adopt, operating performance obligations, reciprocal compensation, access rates, the applicability of access rates to wireless traffic, rates applicable to different categories of traffic, and the characterization of traffic for compensation purposes. The Company anticipates that it will continue to be involved in various lawsuits, arbitrations, and proceedings over these and other material issues (see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Disputed Revenues”). The Company anticipates also that further legislative and regulatory rulemaking will occur—on the federal and state level—as the industry deregulates and as the Company enters new markets or offers new products. Rulings adverse to the Company, adverse legislation, or changes in governmental policy on issues material to the Company could have a material adverse effect on the Company’s financial condition or results of operations.

Risks Associated with Strategy.    The operation, construction, expansion and development of US LEC’s operations depend on, among other things, the Company’s ability to continue to (i) accurately assess potential new markets and products, (ii) identify, hire and retain qualified personnel, (iii) lease access to suitable fiber optic transmission facilities, (iv) install and operate switches and related equipment and (v) obtain any required government authorizations, all in a timely manner, at reasonable costs and on satisfactory terms and conditions. In addition, US LEC has experienced rapid growth since its inception, and management believes that sustained growth will place a strain on operational, human and financial resources. The Company’s ability to manage its operations and expansion effectively depends on the continued development of plans, systems and controls for its operational, financial and management needs. There can be no assurance that the Company will be able to satisfy these requirements or otherwise manage its operations and growth effectively. The failure of US LEC to satisfy these requirements could have a material adverse effect on the Company’s financial condition and its ability to fully implement its operating plans.

The Company’s growth strategy also involves the following risks:

Qualified Personnel.    A critical component for US LEC’s success is hiring and retaining additional qualified managerial, sales and technical personnel. Since its inception, the Company has experienced significant competition in hiring and retaining personnel possessing necessary skills and telecommunications experience. Although management believes the Company has been successful in hiring and retaining qualified personnel, there can be no assurance that US LEC will be able to do so in the future.

Switches and Related Equipment.    An essential element of the Company’s current strategy is the provision of switched voice and data services. There can be no assurance that the switches and associated equipment necessary to operate the Company’s network will not experience technological or operational problems that cannot be resolved in a satisfactory or timely matter. The failure of the Company to operate successfully switches and other network equipment could have a material adverse effect on the Company’s financial condition and its ability to attract and retain customers or to enter additional markets.

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Interconnection Agreements.    The Company has agreements for the interconnection of its networks with the networks of the ILECs covering each market in which US LEC has a switching platform. US LEC may be required to negotiate new interconnection agreements as it enters new markets in the future. In addition, as its existing interconnection agreements expire, the Company will be required to negotiate extension or replacement agreements. There can be no assurance that the Company will successfully negotiate such additional agreements for interconnection with the ILECs or renewals of existing interconnection agreements on terms and conditions acceptable to the Company. The Company has signed interconnection agreements with various ILECs, including BellSouth, Sprint, Verizon and other carriers. These agreements provide the framework for the Company to serve its customers when other local carriers are involved.

Ordering, Provisioning and Billing.    The Company has developed processes and procedures and is working with external vendors, including the ILECs, in the implementation of customer orders for services, the provisioning, installation and delivery of such services and monthly billing for those services. The failure to effectively manage processes and systems for these service elements or the failure of the Company’s current vendors or the ILECs to deliver ordering, provisioning and billing services on a timely and accurate basis could have a material adverse effect upon the Company’s ability to fully execute its strategy.

Products and Services.    The Company currently offers local, long distance, data, Internet and other telecommunications services. In order to address the needs of its target customers, the Company will be required to emphasize and develop additional products and services. No assurance can be given that the Company will be able to continue to provide the range of telecommunication services that its target customers need or desire.

Acquisitions.    US LEC may acquire other businesses as a means of growing its customer base, expanding into new markets or developing new services. The Company is unable to predict whether or when any prospective acquisitions will occur or the likelihood of a material transaction being completed on favorable terms and conditions. Such transactions would involve certain risks including, but not limited to, (i) difficulties assimilating acquired operations and personnel; (ii) potential disruptions of the Company’s ongoing business; (iii) the diversion of resources and management time; (iv) the possibility that uniform standards, controls, procedures and policies may not be maintained; (v) risks associated with entering new markets in which the Company has little or no experience; and (vi) the potential impairment of relationships with employees or customers as a result of changes in management. If an acquisition were to be made, there can be no assurance that the Company would be able to obtain the financing to consummate any such acquisition on terms satisfactory to it or that the acquired business would perform as expected.

Dependence on Key Personnel.    The Company’s business is managed by a small number of executive officers, most notably, Aaron D. Cowell, Jr., Chief Executive Officer and President, and Michael K. Robinson, Executive Vice President and Chief Financial Officer. The loss of the services of one or more of these key people could materially and adversely affect US LEC’s business and its prospects. The Company does not maintain key man life insurance on any of its officers. The competition for qualified managers in the telecommunications industry is intense. Accordingly, there can be no assurance that US LEC will be able to hire and retain necessary personnel in the future to replace any of its key executive officers, if any of them were to leave US LEC or be otherwise unable to provide services to US LEC.

Reliance on Leased Capacity.    A key element of US LEC’s business and growth strategy is leasing fiber optic transmission capacity instead of constructing its own transport facilities. In implementing this strategy, the Company relies upon its ability to lease capacity from CAPs, other CLECs and ILECs operating in its markets. In order for this strategy to be successful, the Company must be able to negotiate and renew satisfactory agreements with its fiber optic network providers, and the providers must process provisioning requests on a timely basis, maintain their networks in good working order and provide adequate capacity at competitive prices. Although US LEC enters into agreements with its network providers that are intended to ensure access to adequate capacity and timely processing of provisioning requests and although US LEC’s interconnection agreements with ILECs generally provide that the Company’s connection and maintenance orders will receive attention at parity with the

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ILECs and other CLECs and that adequate capacity will be provided, there can be no assurance that the ILECs and other network providers will comply with their contractual (and, in the case of the ILECs, legally required) network provisioning obligations, or that the provisioning process will be completed for the Company’s customers on a timely and otherwise satisfactory basis. Furthermore, there can be no assurance that the rates to be charged to US LEC under future interconnection agreements or lease agreements with other providers will allow the Company to offer usage rates low enough to attract a sufficient number of customers and operate its networks at satisfactory margins.

Competition.    The telecommunications industry is highly competitive. In each of the Company’s existing and target markets, the Company competes and will continue to compete principally with the ILECs serving that area. ILECs are established providers of local telephone and exchange access services to all or virtually all telephone subscribers within their respective service areas. ILECs also have greater financial and personnel resources, brand name recognition and long-standing relationships with customers and with regulatory authorities at the federal and state levels and with most long distance carriers. Now that the RBOC subsidiaries in most states in which the Company operates are authorized to provide in-region long distance services, there can be no assurance that there will not be increased competition from those ILECs.

The Company also faces, and expects to continue to face, competition from other current and potential market entrants, including long distance carriers seeking to enter, reenter or expand entry into the local exchange marketplace, and from other CLECs, CAPs, cable television companies, electric utilities, microwave carriers, wireless telephone system operators and private networks built by large end-users. In addition, the possibility of combinations and strategic alliances in the telecommunications industry could give rise to significant new competitors. Many of these current and potential competitors have financial, personnel and other resources, including brand name recognition, substantially greater than those of the Company, as well as other competitive advantages over the Company. In addition, some competitors are now emerging from the protection of Chapter 11 with dramatically altered financial structures that could give those entities the ability to offer more competitive rates than the Company.

The Company also competes with long distance carriers in the provisioning of long distance services. Although a few major competitors dominate the long distance and data market, hundreds of other companies also compete in the long distance and data marketplace.

In addition, the regulatory environment in which the Company operates is undergoing significant change. As this regulatory environment evolves, changes may occur which could create greater or unique competitive advantages for all or some of the Company’s current or potential competitors, or could make it easier for additional parties to provide services. (See “Business—Competition”).

At December 31, 2002, the Company was providing services to over 10,000 customers. A key element of the Company’s future success will depend on its ability to retain these customers and minimize loss of revenue associated with customer or product churn. While the Company has historically achieved significant success in retaining customers, competition in the Company’s marketplace is intense and the Company anticipates that other carriers will seek to persuade the Company’s customers to switch service provided for some or all of their products.

Regulation.    Although passage of the Telecom Act has resulted in increased opportunities for companies that are competing with the ILECs, no assurance can be given that changes in current or future regulations adopted by the FCC or state regulators or other legislative or judicial initiatives relating to the telecommunications industry would not have a material adverse effect on the Company. In addition, although the Telecom Act, as passed, conditioned RBOCs’ provisioning of in-region long distance service on a showing that the local market has been opened to competition, in the event a RBOC has satisfied these conditions, it could (i) remove the incentive RBOCs presently have to cooperate with companies like US LEC to foster competition within their service areas so that they can qualify to offer in-region long distance by allowing RBOCs to offer

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such services immediately and (ii) give the RBOCs the ability to offer “one-stop shopping” for both long distance and local service. Since the RBOC subsidiary in almost every state in which the Company operates has been authorized to provide in-region long distance services, there can be no assurances that those RBOC subsidiaries will continue to cooperate willingly with the Company in the provision of services.

In addition to the specific concerns regarding the RBOCs ability to provide in-region long distance, the regulatory environment facing the Company is subject to numerous uncertainties. The FCC and PUC orders that were designed to implement the Telecom Act have been challenged in numerous proceedings. As a result, the Company must attempt to execute its business strategy without knowing the rules that will govern its operations and its dealings with other telecommunications companies, including the rates and terms under which it may charge other carriers for reciprocal compensation and other access charges. Even though a number of the past regulatory efforts by the FCC and PUCs are or have been challenged, the Company expects further rule making from the FCC and PUCs. The outcome of these challenges and the nature and scope of future rule making are unknown. In particular, the Company anticipates further efforts by other carriers, primarily ILECs and IXCs, at the FCC, PUCs and in legislative initiatives to seek to cap, reduce and/or eliminate reciprocal compensation and to cap or significantly reduce other access charges. The Company cannot predict the degree to which the ILECs and IXCs will be successful in such efforts, or, if they are, when such additional changes will take effect. If such changes result in a significant decrease in the rates which the Company may charge other carriers for reciprocal compensation and access or if such changes are retroactive, such changes could have a material adverse effect on the Company.

As the regulatory environment changes, it is possible that the Company’s strategy and its execution of the strategy may not be the optimal choice. Any such changes could also result in additional, unanticipated expenses. There can be no assurances that regulatory change will not have a material and adverse effect on the Company. (See “Business—Regulation”)

Legal Proceedings.    The Company is currently involved in arbitral, administrative and judicial proceedings and appeals thereof to collect amounts owed to the Company by other carriers. US LEC filed a Petition for Declaratory Ruling with the FCC requesting that the FCC reaffirm its prior positions that access charges can be collected by local exchange carriers in connection with calls originating or terminating on the networks of wireless carriers. A number of different carriers have filed comments in support of, and in opposition to, US LEC’s petition. In addition ITC^DeltaCom Communications, Inc. (“ITC”) has filed a lawsuit against the Company alleging that in an effort to collect access charges from ITC for originating wireless traffic destined for ITCs toll-free customer, US LEC blocked certain signaling data for calls originated on the networks of US LEC’s wireless carrier customers that would allow the call to be identified as a wireless call. ITC’s lawsuit alleges claims based on a number of different legal theories. US LEC, through counsel, has investigated ITC’s allegations, and has discovered no evidence to support ITC’s claims. US LEC has denied ITC’s allegation and asserted a counterclaim against ITC to recover outstanding access charges owed by ITC. The Company anticipates dispositive motions will be filed shortly as the Company seeks early resolution of the case. In addition to the lawsuit filed in federal court, ITC also filed an Informal Complaint at the FCC challenging US LEC’s right to recover access charges on calls originating from wireless carriers. The informal complaint was closed without the FCC taking any action. The Company also received a separate request for information from the Enforcement B