Filed Pursuant to Rule 424(b)(3)

Registration Nos.    033-08857-99

033-59435-99

333-125001

 

PROSPECTUS SUPPLEMENT

 

to

 

PROSPECTUS DATED MARCH 12, 2008

 

The attached Current Report on Form 8-K dated August 7, 2008 was filed by the registrant with the Securities and Exchange Commission, and should be read in conjunction with the Prospectus dated March 12, 2008.

 

The date of this Prospectus Supplement is August 7, 2008

 

 



 

 

FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 7, 2008

 

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in their charter)

 

Delaware

 

001-14157

 

36-2669023

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

30 North LaSalle Street, Suite 4000, Chicago, Illinois

 

60602

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (312) 630-1900

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition

 

On August 7, 2008, Telephone and Data Systems, Inc. (“TDS”) issued a news release announcing its results of operations for the period ended June 30, 2008.  A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

  The information in this Item 2.02 of Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)      Exhibits:

 

In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto.

 

Attached as Exhibit 99.2 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned, thereto duly authorized.

 

 

Telephone and Data Systems, Inc.

 

(Registrant)

 

 

 

Date: August 7, 2008

 

 

 

 

By:

/s/ Douglas D. Shuma

 

 

Douglas D. Shuma

 

Senior Vice President and Corporate Controller

 

3



 

EXHIBIT INDEX

 

The following exhibits are filed or furnished herewith as noted below.

 

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Earnings Press Release dated August 7, 2008

 

 

 

99.2

 

Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

 

4



Exhibit 99.1

 

30 North LaSalle Street

Suite 4000

Chicago, IL  60602

312/630-1900

 

GRAPHIC

 

Excellence in Communications Services

 

As previously announced, TDSTM will hold a teleconference Aug. 7, 2008, at 10:00 a.m. Chicago time. Interested parties may listen to the call live via the Internet by accessing the Conference Calls page of www.teldta.com.

 

Contact:

Mark A. Steinkrauss, Vice President, Corporate Relations

 

(312) 592-5384 mark.steinkrauss@teldta.com

 

 

 

Julie D. Mathews, Manager, Investor Relations

 

(312) 592-5341 julie.mathews@teldta.com

 

FOR RELEASE: IMMEDIATE

 

TDS REPORTS SECOND QUARTER RESULTS

 

Note: Comparisons are year over year unless otherwise noted.

 

2Q 2008 Highlights

 

Enterprise/TDS Corporate

 

·                  7 percent increase in operating revenues, to $1,274.4 million.

 

·                  3 percent decrease in operating income, to $149.7 million.

 

·                  Repurchased 1,015,650 TDS special common shares using $39.6 million of a $250 million stock repurchase program authorized in 2007 ($38.7 million remains).

 

Wireless/U.S. Cellular®

 

·                  9 percent increase in service revenues, to $987.4 million.

 

·                  45 percent increase in data revenues, to $123.7 million.

 

·                  5.7 percent increase in ARPU (average monthly revenue per unit), to $53.27.

 

·                  Retail postpay churn remained flat at 1.4 percent; postpay customers comprised 95 percent of retail customers.

 

Wireline/TDS Telecom

 

·                  7 percent increase in operating income, to $35.2 million, despite a 4 percent decrease in operating revenues.

 

·                  29 percent increase in ILEC DSL (digital subscriber line) customers, to 164,100; CLEC DSL customers totaled 42,500.

 

·                  24 percent increase in ILEC data revenue, to $21.7 million.

 

·                  Acquired Mosinee Telephone Company, LLC in May; 4,900 physical access lines in Wisconsin.

 

1



 

·                  ILEC equivalent access lines grew nearly 2 percent to 774,300; ILEC physical access lines declined to 577,000.

 

CHICAGO – Aug. 7, 2008 – Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] reported operating revenues of $1,274.4 million for the second quarter of 2008, an increase of seven percent from $1,192.8 million in the comparable period one year ago. The company recorded operating income of $149.7 million, down from $154 million in the second quarter of 2007. Net income available to common and diluted earnings per share were $87.7 million and $0.75, respectively, for the second quarter of 2008, compared to a net loss available to common and diluted loss per share of $8.6 million and $.08, respectively, in the comparable period one year ago.

 

“We continue to experience steady gains in service and data revenues and in average revenue per customer at our wireless business, U.S. Cellular®, and improved operating margins through cost controls at TDS Telecom, our wireline business,” said LeRoy T. Carlson, Jr., TDS president and CEO. “The company overall increased its year-over-year operating revenues, and at the corporate level we continued the share repurchase program begun in 2007.

 

“Both businesses have challenges, as well as opportunities. The market for wireless voice services continues to mature, and the wireline sector has ongoing competition from cable and wireless companies. Consumer anxieties related to the slow economy might also be having an impact. At U.S. Cellular, however, the low churn rate for retail postpay customers, together with continued increases in data revenues and sales of high-ARPU plans and smartphones, demonstrate that customers believe in U.S. Cellular’s commitment to excellent network quality, customer service, and product and service selection. As wireless voice penetration increases, customer loyalty and demand for data services are critical to ongoing wireless growth and profitability.

 

“TDS Telecom achieved double-digit increases in DSL customers and related revenues, and added equivalent access lines in its ILEC operation, although physical access lines continued to decline. The company also increased its operating income through effective cost controls, despite a decline in operating revenues.

 

“As part of its goal to be the preferred broadband provider in its markets, TDS Telecom continues to increase the broadband speeds offered to its residential and commercial customers, and to develop new broadband services. The company’s Triple Play bundles of voice, high-speed data, and Dish Network™ TV services enable it to compete effectively with cable offerings. In the second quarter, TDS Telecom exceeded sales targets for both Triple Play bundles and DISH Network services.”

 

Settlement of variable prepaid forward contracts

During the second quarter of 2008, the company settled all of its outstanding Deutsche Telekom (DT) forward contracts and disposed of its remaining DT shares. In the quarter, interest and dividend income decreased $130.3 million primarily due to a $118 million decrease in DT dividend income as a result of the disposition of DT shares prior to the 2008 dividend by DT.  Additionally, interest expense decreased $19.7 million due to the settlement of the variable prepaid forward contracts.  In the second quarter of 2007, the company recorded a $220.2 million loss related to its DT, Vodafone Group Plc and VeriSign marketable equity securities and related variable prepaid forward contracts.

 

2



 

Guidance

Guidance for the year ending Dec. 31, 2008 is as follows. There can be no assurance that final results will not differ materially from this guidance.

 

U.S. Cellular 2008 guidance as of Aug. 7, 2008 is as follows:

 

Net Retail Customer Additions

 

175,000 - 225,000

Service Revenues

 

$3.9 - 4.0 billion*

Operating Income

 

$385 - 435 million

Depreciation, Amortization & Accretion**

 

Approx. $615 million*

Capital Expenditures

 

$525 - 575 million

 


* Unchanged from guidance issued on May 7, 2008

** Includes losses on exchanges and disposals of assets

 

TDS Telecom (ILEC and CLEC) 2008 guidance as of Aug. 7, 2008 is as follows and remains unchanged from previous guidance issued on May 7, 2008:

 

Operating Revenues

 

$810 - 840 million

Operating Income

 

$110 - 140 million

Depreciation, Amortization & Accretion

 

Approx. $160 million

Capital Expenditures

 

$130 - 160 million

 

This guidance represents the views of management as of August 7, 2008 and should not be assumed to be accurate as of any other date. TDS undertakes no legal duty to update such information, whether as a result of new information, future events, or otherwise.

 

TDS special common share repurchase summary

In 2007, the TDS Board of Directors authorized the repurchase of up to $250 million in special common shares. As of June 30, 2008, $38.7 million remained under the authorization.

 

Repurchase Period

 

# Shares

 

Price (in millions)

 

2008 (second quarter)

 

1,015,650

 

$

39.6

 

2008 (first quarter)

 

1,041,016

 

$

45.1

 

2007 (full year)

 

2,076,979

 

$

126.7

 

Total

 

4,133,645

 

$

211.3

 

 

Conference call information

TDS will hold a conference call on August 7, 2008 at 10:00 a.m. Chicago time.

·                  Access the live call online at http://www.videonewswire.com/event.asp?id=50620 or on the Conference Calls page of www.teldta.com.

·                  Access the call by phone at 800/723-6498 (US/Canada) and use conference ID 6948709.

 

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of www.teldta.com, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed. The call will be archived on the Conference Calls page of www.teldta.com.

 

About TDS

Telephone and Data Systems, Inc. (TDS), a Fortune 500® company, provides wireless, local and long-distance telephone, and broadband services to nearly 7.4 million customers in 36 states through its business units, U.S. Cellular (wireless) and TDS Telecom (wireline). Founded in 1969 and headquartered in Chicago, TDS employed 11,700 full-time equivalent employees as of June 30, 2008. For more information about TDS, visit www.teldta.com.

 

3



 

About U.S. Cellular®

United States Cellular Corporation, the nation’s sixth-largest, full-service wireless carrier, provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to nearly 6.2 million customers in 26 states. The Chicago-based company employed 8,400 full-time equivalent associates as of June 30, 2008. For more information about U.S. Cellular, visit www.uscellular.com.

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, 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, projections, and assumptions, 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 these forward-looking statements include, but are not limited to: The ability of U.S. Cellular to successfully manage and grow the operations of more recently launched markets; changes in the overall economy, competition, the access to and pricing of unbundled network elements, the state and federal telecommunications regulatory environment, and the value of assets and investments; adverse changes in the ratings afforded TDS and U.S. Cellular debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; uncertainty of access to the capital markets; risks and uncertainties relating to restatements and possible future restatements; ability to remediate the material weakness; pending and future litigation; changes in income tax rates, laws, regulations or rulings; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per unit, churn rates, roaming revenue and terms, the availability of devices, or the mix of products and services offered by U.S. Cellular and TDS Telecom. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by TDS to furnish this press release to the SEC, which are incorporated by reference herein.

 

4



 

UNITED STATES CELLULAR CORPORATION

SUMMARY OPERATING DATA

 

Quarter Ended

 

6/30/2008

 

3/31/2008

 

12/31/2007

 

9/30/2007

 

6/30/2007

 

Total Population:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated markets (1)

 

82,875,000

 

82,846,000

 

82,371,000

 

81,841,000

 

81,581,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated operating markets (1)

 

45,493,000

 

45,262,000

 

44,955,000

 

44,955,000

 

44,955,000

 

All customers:

 

 

 

 

 

 

 

 

 

 

 

Customer units (2)

 

6,194,000

 

6,175,000

 

6,102,000

 

6,058,000

 

6,010,000

 

Gross customer unit additions

 

365,000

 

409,000

 

436,000

 

447,000

 

418,000

 

Net customer unit additions

 

16,000

 

74,000

 

44,000

 

48,000

 

37,000

 

Market penetration at end of period:

 

 

 

 

 

 

 

 

 

 

 

Consolidated markets (3)

 

7.5

%

7.5

%

7.4

%

7.4

%

7.4

%

Consolidated operating markets (3)

 

13.6

%

13.6

%

13.6

%

13.5

%

13.4

%

Retail customers:

 

 

 

 

 

 

 

 

 

 

 

Customer units (2)

 

5,677,000

 

5,640,000

 

5,564,000

 

5,500,000

 

5,448,000

 

Gross customer unit additions

 

318,000

 

360,000

 

367,000

 

374,000

 

347,000

 

Net customer unit additions

 

34,000

 

85,000

 

64,000

 

52,000

 

71,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Cell sites in service

 

6,596

 

6,452

 

6,383

 

6,255

 

6,140

 

Average monthly revenue per unit (4)

 

$

53.27

 

$

52.24

 

$

52.57

 

$

52.73

 

$

50.42

 

Retail service revenue per unit (4)

 

$

45.62

 

$

45.30

 

$

45.45

 

$

45.02

 

$

43.87

 

Inbound roaming revenue per unit (4)

 

$

3.40

 

$

2.94

 

$

3.09

 

$

3.36

 

$

2.68

 

Long-distance/other revenue per unit (4)

 

$

4.25

 

$

4.00

 

$

4.03

 

$

4.35

 

$

3.87

 

Minutes of use (MOU) (5)

 

1,012

 

951

 

908

 

888

 

858

 

Retail postpay churn rate per month (6)

 

1.4

%

1.4

%

1.5

%

1.6

%

1.4

%

Construction Expenditures (000s)

 

$

137,800

 

$

111,700

 

$

188,100

 

$

130,600

 

$

137,100

 

 


(1)

 

“Total population of consolidated markets” and “Total population of consolidated operating markets” are used only for the purposes of calculating market penetration of consolidated markets and consolidated operating markets, respectively, which is calculated by dividing customers by the total market population (without duplication of population in overlapping markets).

(2)

 

All customer units and Retail customer units as of June 30, 2008 include one time adjustments, resulting from a review of U.S. Cellular’s customer reporting procedures.

(3)

 

Calculated by dividing the number of wireless customers at the end of the period by the total population of consolidated markets and consolidated operating markets, respectively, as estimated by Claritas.

(4)

 

Per unit revenue measurements are derived from Service Revenues as reported in Financial Highlights for each respective quarter as follows:

 

Service Revenues per Financial Highlights

 

$

987,352

 

$

962,094

 

$

957,896

 

$

954,540

 

$

906,218

 

Components:

 

 

 

 

 

 

 

 

 

 

 

Retail service revenue during quarter

 

845,564

 

834,213

 

828,169

 

814,948

 

788,535

 

Inbound roaming revenue during quarter

 

63,033

 

54,089

 

56,358

 

60,843

 

48,084

 

Long-distance/other revenue during quarter

 

78,755

 

73,792

 

73,369

 

78,749

 

69,599

 

 

 

 

 

 

 

 

 

 

 

 

 

Divided by average customers during quarter (000s)

 

6,178

 

6,139

 

6,074

 

6,034

 

5,991

 

Divided by three months in each quarter

 

3

 

3

 

3

 

3

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

Average monthly revenue per unit

 

$

53.27

 

$

52.24

 

$

52.57

 

$

52.73

 

$

50.42

 

Retail service revenue per unit

 

$

45.62

 

$

45.30

 

$

45.45

 

$

45.02

 

$

43.87

 

Inbound roaming revenue per unit

 

$

3.40

 

$

2.94

 

$

3.09

 

$

3.36

 

$

2.68

 

Long-distance/other revenue per unit

 

$

4.25

 

$

4.00

 

$

4.03

 

$

4.35

 

$

3.87

 

 

(5)

 

Average monthly local minutes of use per customer (without roaming).

(6)

 

Retail postpay churn rate per month is calculated by dividing the total monthly retail postpay customer disconnects during the quarter by the average retail postpay customer base for the quarter.

 

5



 

TELEPHONE AND DATA SYSTEMS, INC.

SUMMARY OPERATING DATA

 

Quarter Ended

 

6/30/2008

 

3/31/2008

 

12/31/2007

 

9/30/2007

 

6/30/2007

 

TDS Telecom

 

 

 

 

 

 

 

 

 

 

 

ILEC:

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents(1)

 

774,300

 

767,100

 

762,700

 

763,000

 

761,200

 

Access lines

 

577,000

 

579,200

 

585,600

 

595,100

 

601,600

 

Digital Subscriber Lines (DSL) customers

 

164,100

 

154,800

 

143,500

 

135,500

 

127,400

 

Long Distance customers

 

346,100

 

344,900

 

345,200

 

346,400

 

346,500

 

Construction Expenditures (000s)

 

$

22,800

 

$

14,600

 

$

41,300

 

$

23,500

 

$

30,900

 

CLEC:

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents (1)

 

417,200

 

426,700

 

435,000

 

443,700

 

448,400

 

Percent of access lines on-switch

 

94.4

%

94.3

%

94.0

%

93.9

%

93.7

%

Digital Subscriber Lines (DSL) customers

 

42,500

 

43,100

 

43,300

 

43,600

 

43,800

 

Construction Expenditures (000s)

 

$

4,700

 

$

3,500

 

$

5,700

 

$

3,400

 

$

4,800

 

 


(1)

 

Equivalent access lines are the sum of physical access lines and high-capacity data lines adjusted to estimate the equivalent number of physical access lines in terms of capacity.  A physical access line is the individual circuit connecting a customer to a telephone company’s central office facilities.

 

6



 

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS HIGHLIGHTS

Three Months Ended June 30,

(Unaudited, dollars and shares in thousands, except per share amounts)

 

 

 

 

 

 

 

Increase (Decrease)

 

 

 

2008

 

2007

 

Amount

 

Percent

 

Operating Revenues

 

 

 

 

 

 

 

 

 

U.S. Cellular

 

$

1,060,592

 

$

971,646

 

$

88,946

 

9.2

%

TDS Telecom

 

207,424

 

216,301

 

(8,877

)

(4.1

)%

All Other(1)

 

6,335

 

4,887

 

1,448

 

29.6

%

 

 

1,274,351

 

1,192,834

 

81,517

 

6.8

%

Operating Expenses

 

 

 

 

 

 

 

 

 

U.S. Cellular

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation, amortization and accretion

 

791,213

 

699,318

 

91,895

 

13.1

%

Depreciation, amortization and accretion

 

145,258

 

146,024

 

(766

)

(0.5

)%

(Gain) Loss on asset disposals, net

 

6,219

 

2,832

 

3,387

 

N/M

 

 

 

942,690

 

848,174

 

94,516

 

11.1

%

TDS Telecom

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation, amortization and accretion

 

132,911

 

144,805

 

(11,894

)

(8.2

)%

Depreciation, amortization and accretion

 

39,071

 

38,444

 

627

 

1.6

%

(Gain) Loss on asset disposals, net

 

219

 

 

219

 

N/M

 

 

 

172,201

 

183,249

 

(11,048

)

(6.0

)%

All Other (1)

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation and amortization

 

6,020

 

4,227

 

1,793

 

42.4

%

Depreciation and amortization

 

3,697

 

3,229

 

468

 

14.5

%

 

 

9,717

 

7,456

 

2,261

 

30.3

%

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

1,124,608

 

1,038,879

 

85,729

 

8.3

%

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

U.S. Cellular

 

117,902

 

123,472

 

(5,570

)

(4.5

)%

TDS Telecom

 

35,223

 

33,052

 

2,171

 

6.6

%

All Other (1)

 

(3,382

)

(2,569

)

(813

)

(31.6

)%

 

 

149,743

 

153,955

 

(4,212

)

(2.7

)%

Investment and Other Income (Expense)

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated entities

 

22,909

 

23,875

 

(966

)

(4.0

)%

Interest and dividend income

 

17,455

 

147,768

 

(130,313

)

(88.2

)%

Gain (loss) on investments and financial instruments

 

3,088

 

(220,199

)

223,287

 

N/M

 

Interest expense

 

(35,570

)

(55,245

)

19,675

 

35.6

%

Other, net

 

1,902

 

(1,868

)

3,770

 

N/M

 

 

 

9,784

 

(105,669

)

115,453

 

N/M

 

Income Before Income Taxes and Minority Interest

 

159,527

 

48,286

 

111,241

 

N/M

 

Income tax expense

 

53,261

 

26,700

 

26,561

 

99.5

%

Income Before Minority Interest

 

106,266

 

21,586

 

84,680

 

N/M

 

Minority share of income

 

(18,509

)

(30,213

)

11,704

 

38.7

%

Net Income (Loss)

 

87,757

 

(8,627

)

96,384

 

N/M

 

Preferred dividend requirement

 

(13

)

(13

)

 

0.0

%

Net Income (Loss) Available to Common

 

$

87,744

 

$

(8,640

)

$

96,384

 

N/M

 

 

 

 

 

 

 

 

 

 

 

Basic Weighted Average Common Shares Outstanding

 

116,267

 

117,031

 

(764

)

(0.7

)%

Basic Earnings (Loss) Per Share

 

$

0.75

 

$

(0.07

)

$

0.82

 

N/M

 

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Common Shares Outstanding

 

116,814

 

117,031

 

(217

)

(0.2

)%

Diluted Earnings (Loss) Per Share

 

$

0.75

 

$

(0.08

)

$

0.83

 

N/M

 

 


(1) Consists of Suttle Straus printing and distribution operations and intercompany eliminations.

N/M - Percentage change not meaningful

 

7



 

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS HIGHLIGHTS

Six Months Ended June 30,

(Unaudited, dollars and shares in thousands, except per share amounts)

 

 

 

 

 

 

 

Increase/ (Decrease)

 

 

 

2008

 

2007

 

Amount

 

Percent

 

Operating Revenues

 

 

 

 

 

 

 

 

 

U.S. Cellular

 

$

2,098,448

 

$

1,906,320

 

$

192,128

 

10.1

%

TDS Telecom

 

413,500

 

433,923

 

(20,423

)

(4.7

)%

All Other(1)

 

11,504

 

9,148

 

2,356

 

25.8

%

 

 

2,523,452

 

2,349,391

 

174,061

 

7.4

%

Operating Expenses

 

 

 

 

 

 

 

 

 

U.S. Cellular

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation, amortization and accretion

 

1,563,900

 

1,376,212

 

187,688

 

13.6

%

Depreciation, amortization and accretion

 

287,788

 

291,976

 

(4,188

)

(1.4

)%

Loss on asset disposals, net

 

9,892

 

6,137

 

3,755

 

61.2

%

 

 

1,861,580

 

1,674,325

 

187,255

 

11.2

%

TDS Telecom

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation, amortization and accretion

 

261,717

 

285,001

 

(23,284

)

(8.2

)%

Depreciation, amortization and accretion

 

78,579

 

78,349

 

230

 

0.3

%

(Gain) on asset disposals, net

 

198

 

 

198

 

N/M

 

 

 

340,494

 

363,350

 

(22,856

)

(6.3

)%

All Other(1)

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation and amortization

 

10,209

 

9,588

 

621

 

6.5

%

Depreciation and amortization

 

7,817

 

5,376

 

2,441

 

45.4

%

 

 

18,026

 

14,964

 

3,062

 

20.5

%

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

2,220,100

 

2,052,639

 

167,461

 

8.2

%

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

U.S. Cellular

 

236,868

 

231,995

 

4,873

 

2.1

%

TDS Telecom

 

73,006

 

70,573

 

2,433

 

3.4

%

All Other (1)

 

(6,522

)

(5,816

)

(706

)

(12.1

)%

 

 

303,352

 

296,752

 

6,600

 

2.2

%

Investment and Other Income (Expense)

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated entities

 

44,379

 

47,571

 

(3,192

)

(6.7

)%

Interest and dividend income

 

27,201

 

163,964

 

(136,763

)

(83.4

)%

Gain (loss) on investments and financial instruments

 

(402

)

35,671

 

(36,073

)

N/M

 

Interest expense

 

(76,950

)

(113,046

)

36,096

 

31.9

%

Other, net

 

1,703

 

(4,092

)

5,795

 

N/M

 

 

 

(4,069

)

130,068

 

(134,137

)

N/M

 

Income Before Income Taxes and Minority Interest

 

299,283

 

426,820

 

(127,537

)

(29.9

)%

Income tax expense

 

102,512

 

167,938

 

(65,426

)

(39.0

)%

Income Before Minority Interest

 

196,771

 

258,882

 

(62,111

)

(24.0

)%

Minority share of income

 

(35,527

)

(48,184

)

12,657

 

26.3

%

Net Income

 

161,244

 

210,698

 

(49,454

)

(23.5

)%

Preferred dividend requirement

 

(26

)

(26

)

 

0.0

%

Net Income Available to Common

 

$

161,218

 

$

210,672

 

$

(49,454

)

(23.5

)%

 

 

 

 

 

 

 

 

 

 

Basic Weighted Average Common Shares Outstanding

 

116,919

 

116,935

 

(16

)

(0.0

)%

Basic Earnings Per Share

 

$

1.38

 

$

1.80

 

$

(0.42

)

(23.3

)%

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Common Shares Outstanding

 

117,500

 

118,432

 

(932

)

(0.8

)%

Diluted Earnings Per Share

 

$

1.37

 

$

1.76

 

$

(0.39

)

(22.2

)%

 


(1) Consists of Suttle Straus printing and distribution operations and intercompany eliminations.

N/M - Percentage change not meaningful

 

8



 

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

 

ASSETS

 

 

 

June 30,

 

December 31,

 

 

 

2008

 

2007

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

1,125,163

 

$

1,174,446

 

Marketable equity securities

 

32,020

 

1,917,893

 

Accounts receivable from customers and other

 

542,664

 

530,421

 

Inventory

 

126,083

 

115,818

 

Other current assets

 

144,569

 

137,010

 

 

 

1,970,499

 

3,875,588

 

 

 

 

 

 

 

Investments

 

 

 

 

 

Licenses

 

1,829,014

 

1,516,629

 

Goodwill

 

695,696

 

679,129

 

Customer lists

 

29,069

 

25,851

 

Investments in unconsolidated entities

 

209,053

 

206,418

 

Other investments

 

11,032

 

11,509

 

 

 

2,773,864

 

2,439,536

 

 

 

 

 

 

 

Property, Plant and Equipment, net

 

 

 

 

 

U.S. Cellular

 

2,566,940

 

2,595,096

 

TDS Telecom

 

888,521

 

900,267

 

Other

 

29,752

 

29,739

 

 

 

3,485,213

 

3,525,102

 

 

 

 

 

 

 

Other Assets and Deferred Charges

 

51,910

 

53,917

 

 

 

 

 

 

 

Total Assets

 

$

8,281,486

 

$

9,894,143

 

 

9



 

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

June 30,

 

December 31,

 

 

 

2008

 

2007

 

Current Liabilities

 

 

 

 

 

Notes payable

 

$

50,000

 

$

 

Prepaid forward contracts

 

 

1,005,512

 

Current portion of long-term debt

 

4,390

 

3,860

 

Derivative liability

 

 

711,692

 

Accounts payable

 

307,572

 

308,882

 

Customer deposits and deferred revenues

 

176,574

 

166,191

 

Accrued interest

 

14,676

 

18,456

 

Accrued taxes

 

310,861

 

40,439

 

Accrued compensation

 

61,840

 

91,703

 

Net deferred income tax liability

 

 

327,162

 

Other current liabilities

 

122,877

 

125,622

 

 

 

1,048,790

 

2,799,519

 

 

 

 

 

 

 

Deferred Liabilities and Credits

 

 

 

 

 

Net deferred income tax liability

 

595,420

 

555,593

 

Asset retirement obligation

 

182,495

 

173,468

 

Other deferred liabilities and credits

 

149,726

 

154,602

 

 

 

927,641

 

883,663

 

 

 

 

 

 

 

Long-Term Debt

 

1,635,147

 

1,632,226

 

 

 

 

 

 

 

Minority Interest in Subsidiaries

 

679,938

 

651,537

 

 

 

 

 

 

 

Preferred Shares

 

860

 

860

 

 

 

 

 

 

 

Common Stockholders’ Equity

 

 

 

 

 

Common Shares, $.01 par value

 

566

 

566

 

Special Common Shares, $.01 par value

 

630

 

629

 

Series A Common Shares, $.01 par value

 

65

 

64

 

Capital in excess of par value

 

2,055,677

 

2,048,110

 

Treasury Shares, at cost

 

 

 

 

 

Common Shares

 

(118,506

)

(120,544

)

Special Common Shares

 

(283,682

)

(204,914

)

Accumulated other comprehensive income

 

9,546

 

511,776

 

Retained earnings

 

2,324,814

 

1,690,651

 

 

 

3,989,110

 

3,926,338

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

8,281,486

 

$

9,894,143

 

 

10



 

BALANCE SHEET HIGHLIGHTS

June 30, 2008

(Unaudited, dollars in thousands)

 

 

 

U.S.

 

TDS

 

TDS 
Corporate

 

Intercompany

 

TDS

 

 

 

Cellular

 

Telecom

 

& Other

 

Eliminations

 

Consolidated

 

Cash and cash equivalents

 

$

101,155

 

$

3,542

 

$

1,020,466

 

$

 

$

1,125,163

 

Affiliated cash investments

 

 

1,154,070

 

 

(1,154,070

)

 

Marketable equity securities

 

16,508

 

 

15,512

 

 

32,020

 

Notes receivable—affiliates

 

 

 

260,582

 

(260,582

)

 

 

 

$

117,663

 

$

1,157,612

 

$

1,296,560

 

$

(1,414,652

)

$

1,157,183

 

 

 

 

 

 

 

 

 

 

 

 

 

Licenses, goodwill and customer lists

 

$

2,299,097

 

$

417,827

 

$

(163,145

)

$

 

$

2,553,779

 

Investment in unconsolidated entities

 

157,162

 

6,512

 

50,711

 

(5,332

)

209,053

 

Other investments

 

4,359

 

2,957

 

3,716

 

 

11,032

 

 

 

$

2,460,618

 

$

427,296

 

$

(108,718

)

$

(5,332

)

$

2,773,864

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, net

 

$

2,566,940

 

$

888,521

 

$

29,752

 

$

 

$

3,485,213

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable: external

 

$

50,000

 

$

 

$

 

$

 

$

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt:

 

 

 

 

 

 

 

 

 

 

 

Current portion

 

$

455

 

$

474

 

$

1,418,113

 

$

(1,414,652

)

$

4,390

 

Non-current portion

 

1,007,054

 

2,872

 

625,221

 

 

1,635,147

 

Total

 

$

1,007,509

 

$

3,346

 

$

2,043,334

 

$

(1,414,652

)

$

1,639,537

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

$

 

$

 

$

860

 

$

 

$

860

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction expenditures:

 

 

 

 

 

 

 

 

 

 

 

Quarter ended 6/30/08

 

$

137,810

 

$

27,511

 

$

1,275

 

 

$

166,596

 

Six months ended 6/30/08

 

$

249,500

 

$

45,593

 

$

3,968

 

 

$

299,061

 

 

11



 

TDS Telecom Highlights

Three Months Ended June 30,

(Unaudited, dollars in thousands)

 

 

 

 

 

 

 

Increase (Decrease)

 

 

 

2008

 

2007

 

Amount

 

Percent

 

Local Telephone Operations

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

 

 

 

 

Voice

 

$

50,925

 

$

56,447

 

$

(5,522

)

(9.8

)%

Data

 

21,738

 

17,541

 

4,197

 

23.9

%

Network access

 

70,727

 

77,029

 

(6,302

)

(8.2

)%

Miscellaneous

 

9,809

 

8,086

 

1,723

 

21.3

%

 

 

153,199

 

159,103

 

(5,904

)

(3.7

)%

Operating Expenses

 

 

 

 

 

 

 

 

 

Cost of services and products

 

46,873

 

50,717

 

(3,844

)

(7.6

)%

Selling, general and administrative expenses

 

41,416

 

44,060

 

(2,644

)

(6.0

)%

Depreciation, amortization and accretion

 

33,502

 

32,224

 

1,278

 

4.0

%

(Gain) on asset disposals

 

(25

)

 

(25

)

N/M

 

 

 

121,766

 

127,001

 

(5,235

)

(4.1

)%

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

31,433

 

$

32,102

 

$

(669

)

(2.1

)%

 

 

 

 

 

 

 

 

 

 

Competitive Local Exchange Carrier Operations

 

 

 

 

 

 

 

 

 

Revenues

 

$

55,888

 

$

58,767

 

$

(2,879

)

(4.9

)%

 

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation, amortization and accretion

 

46,285

 

51,597

 

(5,312

)

(10.3

)%

Depreciation, amortization and accretion

 

5,569

 

6,220

 

(651

)

(10.5

)%

Loss on asset disposals

 

244

 

 

244

 

N/M

 

 

 

52,098

 

57,817

 

(5,719

)

(9.9

)%

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

3,790

 

$

950

 

$

2,840

 

N/M

 

 

 

 

 

 

 

 

 

 

 

Intercompany revenues

 

(1,663

)

(1,569

)

(94

)

N/M

 

Intercompany expenses

 

(1,663

)

(1,569

)

(94

)

N/M

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total TDS Telecom Operating Income

 

$

35,223

 

$

33,052

 

$

2,171

 

6.6

%

 


N/M - Percentage change not meaningful.

 

12



 

TDS Telecom Highlights

Six Months Ended June 30,

(Unaudited, dollars in thousands)

 

 

 

 

 

 

 

Increase (Decrease)

 

 

 

2008

 

2007

 

Amount

 

Percent

 

Local Telephone Operations

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

 

 

 

 

Voice

 

$

102,501

 

$

113,969

 

$

(11,468

)

(10.1

)%

Data

 

42,924

 

33,963

 

8,961

 

26.4

%

Network access

 

140,809

 

153,202

 

(12,393

)

(8.1

)%

Miscellaneous

 

18,780

 

15,561

 

3,219

 

20.7

%

 

 

305,014

 

316,695

 

(11,681

)

(3.7

)%

Operating Expenses

 

 

 

 

 

 

 

 

 

Cost of services and products

 

91,707

 

99,814

 

(8,107

)

(8.1

)%

Selling, general and administrative expenses

 

83,897

 

85,919

 

(2,022

)

(2.4

)%

Depreciation, amortization and accretion

 

67,126

 

66,270

 

856

 

1.3

%

(Gain) on asset disposals

 

(46

)

 

(46

)

N/M

 

 

 

242,684

 

252,003

 

(9,319

)

(3.7

)%

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

62,330

 

$

64,692

 

$

(2,362

)

(3.7

)%

 

 

 

 

 

 

 

 

 

 

Competitive Local Exchange Carrier Operations

 

 

 

 

 

 

 

 

 

Revenues

 

$

112,017

 

$

120,117

 

$

(8,100

)

(6.7

)%

 

 

 

 

 

 

 

 

 

 

Expenses excluding depreciation, amortization and accretion

 

89,644

 

102,157

 

(12,513

)

(12.2

)%

Depreciation, amortization and accretion

 

11,453

 

12,079

 

(626

)

(5.2

)%

Loss on asset disposals

 

244

 

 

244

 

N/M

 

 

 

101,341

 

114,236

 

(12,895

)

(11.3

)%

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

10,676

 

$

5,881

 

$

4,795

 

81.5

%

 

 

 

 

 

 

 

 

 

 

Intercompany revenues

 

(3,531

)

(2,889

)

(642

)

N/M

 

Intercompany expenses

 

(3,531

)

(2,889

)

(642

)

N/M

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total TDS Telecom Operating Income

 

$

73,006

 

$

70,573

 

$

2,433

 

3.4

%

 


N/M - Percentage change not meaningful.

 

13



 

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended June 30,

(Unaudited, dollars in thousands)

 

 

 

2008

 

2007

 

 

 

(Dollars in thousands)

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

$

161,244

 

$

210,698

 

Add (Deduct) adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

Depreciation, amortization and accretion

 

374,184

 

375,701

 

Bad debts expense

 

36,806

 

26,991

 

Stock-based compensation expense

 

9,022

 

10,879

 

Deferred income taxes

 

(316,269

)

(61,814

)

(Gain) loss on investments and financial instruments

 

402

 

(35,671

)

Equity in earnings of unconsolidated entities

 

(44,379

)

(47,571

)

Distributions from unconsolidated entities

 

45,810

 

43,435

 

Minority share of income

 

35,527

 

48,184

 

Loss on asset disposals, net

 

10,090

 

6,137

 

Noncash interest expense

 

7,930

 

10,635

 

Other noncash expense

 

247

 

1,788

 

Excess tax benefit from stock awards

 

(1,706

)

(17,598

)

Other operating activities

 

(2,350

)

(5,000

)

Changes in assets and liabilities

 

 

 

 

 

Change in accounts receivable

 

(59,440

)

(43,884

)

Change in inventory

 

(20,830

)

(1,213

)

Change in accounts payable

 

(4,171

)

(5,792

)

Change in customer deposits and deferred revenues

 

10,303

 

19,469

 

Change in accrued taxes

 

304,231

 

128,672

 

Change in accrued interest

 

(3,780

)

(712

)

Change in other assets and liabilities

 

(47,432

)

(44,784

)

 

 

495,439

 

618,550

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

Additions to property, plant and equipment

 

(299,061

)

(304,559

)

Cash paid for acquisitions

 

(334,350

)

(20,569

)

Cash received from divestitures

 

6,838

 

4,277

 

Proceeds from sale of investments

 

226,644

 

10,547

 

Settlement of derivative liabilities

 

(17,404

)

 

Other investing activities

 

(934

)

(242

)

 

 

(418,267

)

(310,546

)

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

Issuance of notes payable

 

100,000

 

25,000

 

Issuance of long-term debt

 

 

2,857

 

Repayment of notes payable

 

(50,000

)

(60,000

)

Repayment of variable prepaid forward contracts

 

(47,357

)

 

Repayment of long-term debt

 

(6,442

)

(1,679

)

TDS Common Shares and Special Common Shares reissued for benefit plans, net of tax payments

 

1,494

 

74,339

 

U.S. Cellular Common Shares reissued for benefit plans, net of tax payments

 

(1,878

)

9,223

 

Excess tax benefit from stock awards

 

1,706

 

17,598

 

Repurchase of TDS Special Common Shares

 

(83,013

)

(7,036

)

Repurchase of U.S. Cellular Common Shares

 

(14,516

)

(49,057

)

Dividends paid

 

(23,922

)

(22,798

)

Distributions to minority partners

 

(4,594

)

(4,676

)

Other financing activities

 

2,067

 

(1,869

)

 

 

(126,455

)

(18,098

)

 

 

 

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

 

(49,283

)

289,906

 

 

 

 

 

 

 

Cash and Cash Equivalents -

 

 

 

 

 

Beginning of period

 

1,174,446

 

1,013,325

 

End of period

 

$

1,125,163

 

$

1,303,231

 

 

14



Exhibit 99.2

 

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

 

This Form 8-K and/or press release attached to this Form 8-K contain statements that are not based on historical fact and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements.  The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements.  Such risks, uncertainties and other factors include those set forth below, as more fully discussed under “Risk Factors” in the most recent filing of TDS’ Form 10-K, as updated by any TDS Form 10-Q filed subsequent to such Form 10-K.  However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document.  Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements.  TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.  You should carefully consider the Risk Factors in the most recent filing of TDS’ Form 10-K, as updated by any TDS Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to TDS’ business.

 

·                  Intense competition in the markets in which TDS operates could adversely affect TDS’ revenues or increase its costs to compete.

 

·                  A failure by TDS’ service offerings to meet customer expectations could limit TDS’ ability to attract and retain customers and could have an adverse effect on TDS’ operations.

 

·                  TDS’ system infrastructure may not be capable of supporting changes in technologies and services expected by customers, which could result in lost customers and revenues.

 

·                  An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to TDS could have an adverse effect on TDS’ business, financial condition or results of operations. Such agreements cover traditional voice services as well as data services, which are an area of strong growth for TDS and other carriers. TDS’ rate of adoption of new technologies, such as those enabling high speed data services, could affect its ability to enter into or maintain roaming agreements with other carriers.

 

·                  TDS currently recognizes a significant amount of inbound roaming revenues from its wireless business. As a result of recently announced acquisitions in the wireless industry, TDS anticipates that inbound roaming revenues could decline significantly over the next several quarters, which could have an adverse affect on TDS’ business, financial condition or results of operations.

 

·                  A failure by TDS to acquire adequate radio spectrum could have an adverse effect on TDS’ business and operations.

 

·                  To the extent conducted by the FCC, TDS is likely to participate in FCC auctions of additional spectrum in the future and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.

 

·                  An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect on TDS’ business, financial condition or results of operations.

 

·                  TDS’ assets are concentrated in the U.S. telecommunications industry. As a result, its results of operations may fluctuate based on factors related entirely to conditions in this industry.

 



 

·                  The expected future completion of recently announced acquisitions will lead to increased consolidation in the wireless telecommunications industry.  TDS’ lower scale relative to larger wireless carriers could prevent or delay its access to new products including handsets, new technology and/or new content and applications which could adversely affect TDS’ ability to attract and retain customers and, as a result, could adversely affect its business, financial condition or results of operations.

 

·                  Changes in general economic and business conditions, both nationally and in the markets in which TDS operates, could have an adverse effect on TDS’ business, financial condition or results of operations.

 

·                  Changes in various business factors could have an adverse effect on TDS’ business, financial condition or results of operations. These business factors may include but are not limited to, demand, pricing, growth, average revenue per unit, penetration, churn, expenses, customer acquisition and retention costs, roaming rates, minutes of use, and mix and costs of products and services.

 

·                  Advances or changes in telecommunications technology, such as Voice over Internet Protocol, WiMAX or LTE (Long-Term Evolution), could render certain technologies used by TDS obsolete, could reduce TDS’ revenues or could increase its costs of doing business.

 

·                  Changes in TDS’ enterprise value, changes in the supply or demand of the market for wireless licenses or telephone company franchises, adverse developments in the business or the industry in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of TDS’ license costs, goodwill and/or physical assets.

 

·                  Costs, integration problems or other factors associated with acquisitions/divestitures of properties or licenses and/or expansion of TDS’ business could have an adverse effect on TDS’ business, financial condition or results of operations.

 

·                  A significant portion of TDS’ wireless revenues is derived from customers who buy services through independent agents and dealers who market TDS’ services on a commission basis. If TDS’ relationships with these agents and dealers are seriously harmed, its wireless revenues could be adversely affected.

 

·                  TDS’ investments in technologies which are unproven or for which success has not yet been demonstrated may not produce the benefits that TDS expects.

 

·                  A failure by TDS to complete significant network construction and system implementation as part of its plans to improve the quality, coverage, capabilities and capacity of its network could have an adverse effect on its operations.

 

·                  Financial difficulties of TDS’ key suppliers or vendors, termination or impairment of TDS’ relationships with such suppliers or vendors, or a failure by TDS to manage its supply chain effectively could result in delays or termination of TDS’ receipt of required equipment or services, or could result in excess quantities of required equipment or services, any of which could adversely affect TDS’ business, financial condition or results of operations.

 

·                  TDS has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on TDS’ results of operations or financial condition.

 

·                  War, conflicts, hostilities and/or terrorist attacks or equipment failure, power outages, natural disasters or breaches of network or information technology security could have an adverse effect on TDS’ business, financial condition or results of operations.

 

·                  The market prices of TDS’ Common Shares and Special Common Shares are subject to fluctuations due to a variety of factors such as:  general economic conditions; wireless and telecommunications industry conditions; fluctuations in TDS’ quarterly customer activations, churn rate, revenues, results of operations or cash flows; variations between TDS’ actual financial and operating results and those expected by analysts and investors; and announcements by TDS’ competitors.

 



 

·                  Changes in interpretations of accounting requirements, changes in industry practice, identification of errors or changes in management assumptions could require amendments to or restatements of financial information or disclosures included in this or prior filings with the SEC.

 

·                  Restatements of financial statements by TDS and related matters, including resulting delays in filing periodic reports with the SEC, could have an adverse effect on TDS’ credit rating, liquidity, financing arrangements including the ability to borrow under its revolving credit facility, capital resources or ability to access the capital markets, including pursuant to shelf registration statements; could adversely affect TDS’ listing arrangements on the American Stock Exchange and/or New York Stock Exchange; and/or could have other negative consequences, any of which could have an adverse effect on the trading prices of TDS’ publicly traded equity and/or debt and/or on TDS’ business, financial condition or results of operations.

 

·                  Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities or otherwise, could require TDS to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on TDS’ financial condition or results of operations.

 

·                  A failure to successfully remediate the existing material weakness in internal control over financial reporting in a timely manner or the identification of additional material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or fail to prevent fraud, which could have an adverse effect on TDS’ business, financial condition or results of operations.

 

·                  Early redemptions of debt or repurchases of debt, issuances of debt, changes in prepaid forward contracts, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in TDS’ most recent Annual Report on Form 10-K, as updated by the Quarterly Reports on Form 10-Q, to be different from the amounts actually incurred.

 

·                  An increase in the amount of TDS’ debt in the future could subject TDS to higher interest costs and restrictions on its financing, investing and operating activities and could decrease its cash flows and earnings.

 

·                  Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in TDS’ credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development and acquisition programs.

 

·                  Changes in the regulatory environment or a failure by TDS to timely or fully comply with any regulatory requirements could adversely affect TDS’ financial condition, results of operations or ability to do business.

 

·                  Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect on TDS’ financial condition or results of operations.

 

·                  Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS’ financial condition, results of operations or ability to do business.

 

·                  The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS’ wireless business, financial condition or results of operations.

 

·                  Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS.

 



 

·                  Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and/or any other financial or statistical information to vary from TDS’ forward-looking estimates by a material amount.

 

TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. Readers should evaluate any statements in light of these important factors.