UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

OR

 

¨           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-14157

 


 

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

36-2669023

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer Identification No.)

 

30 North LaSalle Street, Chicago, Illinois 60602

(Address of principal executive offices) (Zip code)

 

Registrant’s Telephone Number:  (312) 630-1900

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Shares, $.01 par value

 

New York Stock Exchange

6.625% Senior Notes due 2045

 

New York Stock Exchange

6.875% Senior Notes due 2059

 

New York Stock Exchange

7.0% Senior Notes due 2060

 

New York Stock Exchange

5.875% Senior Notes due 2061

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No  o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of June 30, 2012, the aggregate market values of the registrant’s Common Shares, Series A Common Shares and Preferred Shares held by non-affiliates were approximately $1.7 billion, $2.2 million and $0.8 million, respectively.  For purposes hereof, it was assumed that each director, executive officer and holder of 10% or more of any class of voting equity security of Telephone and Data Systems, Inc. (“TDS”) is an affiliate.  The June 30, 2012 closing price of the Common Shares was $21.29 as reported by the New York Stock Exchange. Because trading in the Series A Common Shares and Preferred Shares is infrequent, the registrant has assumed for purposes hereof that (i) each Series A Common Share has a market value equal to one Common Share because the Series A Common Shares are convertible on a share-for-share basis into Common Shares, (ii) each nonredeemable Preferred Share has a market value of $100 because each of such shares had a stated value of $100 when issued, and (iii) each Preferred Share that is redeemable by the delivery of TDS Common Shares has a value equal to the value of the number of Common Shares (at $21.29 per share) on June 30, 2012 that would be required to be delivered upon redemption.

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of January 31, 2013, is 100,876,000 Common Shares, $.01 par value, and 7,160,000 Series A Common Shares, $.01 par value.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Those sections or portions of the registrant’s 2012 Annual Report to Shareholders, filed as Exhibit 13 hereto, and of the registrant’s Notice of Annual Meeting of Shareholders and Proxy Statement for its 2013 Annual Meeting of Shareholders scheduled to be held May 16, 2013, described in the cross reference sheet and table of contents included herein are incorporated by reference into Parts II and III of this report.

 

 

 



 

Telephone and Data Systems, Inc.

 

Annual Report on Form 10-K

For The Period Ended December 31, 2012

 

CROSS REFERENCE SHEET AND TABLE OF CONTENTS

 

 

Page Number
or Reference (1)

Part I

1

 

Item 1.

Business

1

 

Item 1A.

Risk Factors

26

 

Item 1B.

Unresolved Staff Comments

45

 

Item 2.

Properties

45

 

Item 3.

Legal Proceedings

45

 

Item 4.

Mine Safety Disclosures

45

 

 

 

 

 

Part II

 

46

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

46

(2)

Item 6.

Selected Financial Data

46

(3)

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

46

(4)

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

46

(5)

Item 8.

Financial Statements and Supplementary Data

47

(6)

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

47

 

Item 9A.

Controls and Procedures

47

 

Item 9B.

Other Information

48

 

 

 

 

 

Part III

 

49

 

Item 10.

Directors, Executive Officers and Corporate Governance

49

(7)

Item 11.

Executive Compensation

49

(8)

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

49

(9)

Item 13.

Certain Relationships and Related Transactions, and Director Independence

49

(10)

Item 14.

Principal Accountant Fees and Services

49

(11)

 

 

 

 

Part IV

 

50

 

Item 15.

Exhibits and Financial Statement Schedules

50

 

 


(1)                Parenthetical references are to information incorporated by reference from Exhibit 13 hereto, which includes portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2012 (“Annual Report”) and from the registrant’s Notice of Annual Meeting of Shareholders and Proxy Statement for its 2013 Annual Meeting of Shareholders (“Proxy Statement”) to be filed on or prior to April 30, 2013.

(2)                Annual Report sections entitled “Shareholder Information” and “Consolidated Quarterly Information (Unaudited),” except that “Securities Authorized for Issuance under Equity Compensation Plans” is incorporated in Item 12 of this Form 10-K and “Issuer Purchases of Equity Securities,” is included under Item 5 of this Form 10-K.

(3)                Annual Report section entitled “Selected Consolidated Financial Data,” except that Ratio of Earnings to Fixed Charges is included in Exhibit 12 to this Form 10-K.

(4)                Annual Report section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(5)                Annual Report section entitled “Market Risk.”

(6)                Annual Report sections entitled “Consolidated Statement of Operations,” “Consolidated Statement of Comprehensive Income,” “Consolidated Statement of Cash Flows,” “Consolidated Balance Sheet,” “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial Statements,” “Consolidated Quarterly Information (Unaudited),” “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

(7)                Proxy Statement sections entitled “Election of Directors,” “Corporate Governance,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

(8)                Proxy Statement section entitled “Executive and Director Compensation.”

(9)                Proxy Statement sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”

(10)         Proxy Statement sections entitled “Corporate Governance,” and “Certain Relationships and Related Transactions.”

(11)         Proxy Statement section entitled “Fees Paid to Principal Accountants.”

 



 

Telephone and Data Systems, Inc.

30 NORTH LASALLE STREET, CHICAGO, ILLINOIS 60602

TELEPHONE (312) 630-1900

GRAPHIC

 

PART I

 

Item 1.  Business

 

Telephone and Data Systems, Inc. (“TDS”) is a diversified telecommunications service company with wireless operations provided by TDS’ 84%-owned subsidiary, United States Cellular Corporation (“U.S. Cellular”) and both wireline operations and hosted and managed services provided by TDS’ wholly-owned subsidiary, TDS Telecommunications Corporation (“TDS Telecom”).  At December 31, 2012, TDS served 5.8 million U.S. Cellular customers and 1.0 million TDS Telecom customer connections.  U.S. Cellular and TDS Telecom provided approximately 83% and 16%, respectively, of TDS’ consolidated revenues during 2012.  TDS’ business strategy is to expand its existing operations through internal growth and acquisitions and to explore and develop other related businesses that management believes will utilize TDS expertise in customer-focused services.

 

TDS is also the majority owner of Airadigm Communications, Inc. (“Airadigm”), a Wisconsin-based wireless service provider. Airadigm operates independently from U.S. Cellular and at this time there are no plans to combine the operations of these subsidiaries. TDS also conducts printing and distribution services through its majority-owned subsidiary, Suttle-Straus, Inc. (“Suttle-Straus”).  Airadigm and Suttle-Straus provided approximately 1% of consolidated revenues combined.

 

Historically, TDS had reported the following business segments: U.S. Cellular, TDS Telecom’s Incumbent Local Exchange Carrier (“ILEC”) which included TDS Telecom’s Hosted and Managed Services (“HMS”), TDS Telecom’s Competitive Local Exchange Carrier (“CLEC”) and Non-Reportable Segment which includes Suttle-Straus and, as of September 23, 2011, Airadigm.  As a result of recent acquisitions and changes in TDS’ strategy, operations, personnel and internal reporting, TDS reevaluated and changed its reportable business segments in the quarter ended March 31, 2012.  TDS’ business segments reflected in this Annual Report on Form 10-K are: U.S. Cellular’s wireless operations, ILEC, CLEC, HMS, and the Non-Reportable Segment.  Information about each of the reportable segments is disclosed below.  Periods presented for comparative purposes have been re-presented to conform to this revised presentation.  All of TDS’ segments operate only in the United States, except for HMS, which includes an insignificant foreign operation.  Additional information about TDS’ segments is incorporated herein by reference from Note 17 — Business Segment Information, in TDS’ Annual Report to Shareholders, filed as Exhibit 13 hereto.

 

TDS was incorporated in 1968 and changed its state of incorporation from Iowa to Delaware in 1998.  TDS executive offices are located at 30 North LaSalle Street, Chicago, Illinois 60602.  TDS’ telephone number is 312-630-1900.

 

TDS Common Shares trade under the ticker symbol “TDS” on the New York Stock Exchange (“NYSE”).  U.S. Cellular Common Shares trade on the NYSE under the ticker symbol “USM.”  On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS whereby (a) each Special Common Share was reclassified as a Common Share on a one-for-one basis, (b) each Common Share was reclassified as 1.087 Common Shares, and (c) each Series A Common Share was reclassified as 1.087 Series A Common Shares.  The Share Consolidation became effective on January 24, 2012, as such, TDS Special Common Shares, which had formerly traded under the ticker symbol “TDS.S” on the NYSE, began trading as TDS Common Shares under the ticker symbol “TDS” on January 25, 2012.

 

TDS’ 6.625% Senior Notes due 2045 trade on the NYSE under the symbol “TDI,” TDS’ 6.875% Senior Notes due 2059 trade under the symbol “TDE,” TDS’ 7.0% Senior Notes due 2060 trade under the symbol “TDJ” and TDS’ 5.875% Senior Notes due 2061 trade under the symbol “TDA.”  U.S. Cellular’s 6.95% Senior Notes due 2060 trade under the symbol “UZA.” U.S. Cellular’s 6.7% Senior Notes due 2033 are not listed on any stock exchange and trade over the counter.

 

Under listing standards of the NYSE, TDS is a “controlled company” as such term is defined by the NYSE.  TDS is a controlled company because over 50% of the voting power for the election of directors of TDS is held by the trustees of the TDS Voting Trust.

 

U.S. Cellular is a majority-owned subsidiary of TDS.  As of December 31, 2012, TDS owned 84% of the combined total of the outstanding Common Shares and Series A Common Shares of U.S. Cellular and controlled 96% of the combined voting power of both classes of common stock.

 

1



 

Available Information

 

TDS’ website is http://www.teldta.com .  TDS files with, or furnishes to, the Securities and Exchange Commission (“SEC”) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as various other information.  Anyone may access, free of charge, through the Investor Relations portion of the website, the TDS annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practical after such material is electronically filed with the SEC.  The public may read and copy any materials TDS files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549.  The public may obtain information on the operation of the Reference Room by calling the SEC at 1-800-732-0330.  The public may also view electronic filings of TDS by accessing SEC filings at http://www.sec.gov .

 

U.S. Cellular’s website address is http://www.uscellular.com .  U.S. Cellular files with, or furnishes to, the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as various other information.  Investors may access, free of charge, through the Investor Relations portion of the website, U.S. Cellular’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practical after such material is filed electronically with the SEC.  The public may read and copy any materials U.S. Cellular files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549.  The public may obtain information on the operation of the Reference Room by calling the SEC at 1-800-732-0330.  The public may also view electronic filings of U.S. Cellular by accessing SEC filings at http://www.sec.gov .

 

2



 

U.S. Cellular Operations

 

General

 

United States Cellular Corporation (“U.S. Cellular”) was incorporated under the laws of the state of Delaware in 1983. At December 31, 2012, U.S. Cellular’s consolidated operating markets cover approximately 5.8 million customers in five geographic market areas in 26 states. U.S. Cellular operates in one reportable segment, wireless operations, and all of its wireless operating markets are in the United States.

 

U.S. Cellular is a wireless telecommunications service provider.  U.S. Cellular groups its individual markets (geographic service areas as defined by the Federal Communications Commission (“FCC”) in which wireless carriers are licensed, for fixed terms, to provide service) into broader geographic market areas (as discussed below in “Total Consolidated Markets” and “Consolidated Operating Markets”) to offer customers large service areas that primarily utilize U.S. Cellular’s network.  Since 1985, when it began providing wireless telecommunications service in Knoxville, Tennessee and Tulsa, Oklahoma, U.S. Cellular has expanded its consolidated wireless networks and customer service operations to cover five geographic market areas in portions of 26 states, which collectively represent a total population of 47.0 million as of December 31, 2012.  U.S. Cellular uses roaming agreements with other wireless carriers to provide service to its customers in areas not covered by U.S. Cellular’s network.

 

U.S. Cellular is subject to regulation by the FCC as a provider of wireless telecommunication services. The FCC regulates the licensing, construction, and operation of providers of wireless telecommunications systems, as well as the provision of services over those systems.  See “Regulation” below for further discussion regarding licenses as well as the regulations promulgated by the FCC.

 

U.S. Cellular’s ownership interests in wireless licenses include both consolidated and investment interests in licenses covering portions of 36 states and a total population of 93.2 million at December 31, 2012.

 

For purposes of tracking population counts in order to calculate market penetration, when U.S. Cellular acquires a licensed area that overlaps a licensed area it already owns, it does not duplicate the population counts for any overlapping licensed area.  Only incremental population counts are added to the reported amount of “total market population” in the case of an acquisition of a licensed area that overlaps a previously owned licensed area.

 

Total market population measures are provided to allow comparison of the relative size of each of U.S. Cellular’s geographic market areas to its total consolidated markets and consolidated operating markets, as defined below.  The total population of U.S. Cellular’s consolidated markets may have no direct relationship to the number of wireless customers or the revenues that may be realized from the operation of the related wireless systems.  In addition, population equivalents for investment interests have been provided to allow comparison to the relative size of U.S. Cellular’s consolidated markets.

 

Total Consolidated Markets (Including non-operating markets)

 

The following table summarizes information regarding licensed areas which U.S. Cellular consolidates as of December 31, 2012.  The population shown is the total population within each geographic market area, regardless of U.S. Cellular’s percentage ownership in the licenses included in such geographic market areas:

 

Geographic Market Areas

 

Population (1)

 

Customers

 

Penetration

 

States

 

Central Region (2)

 

65,931,000

 

3,688,000

 

5.6

%

AL, AR, CO, FL, GA, IA, IL, IN, KS, KY, LA, MI, MN, MO, MS, NE, OH, OK, SD, TX, WI

 

Mid-Atlantic Region

 

20,291,000

 

1,104,000

 

5.4

%

MD, NC, PA, SC, TN, VA, WV

 

New England Region

 

2,857,000

 

422,000

 

14.8

%

ME, NH, VT

 

Northwest Region

 

3,685,000

 

369,000

 

10.0

%

CA, ID, OR, WA

 

New York Region (3)

 

480,000

 

215,000

 

44.8

%

NY

 

Total

 

93,244,000

 

5,798,000

 

6.2

%

 

 

 

3



 

Consolidated Operating Markets

 

The following table summarizes information regarding licensed areas which U.S. Cellular consolidates and are in operation as of December 31, 2012.  The population shown is the total population within each geographic market area, regardless of U.S. Cellular’s percentage ownership in the licenses included in such geographic market areas:

 

Geographic Market Areas

 

Population (1)

 

Customers

 

Penetration

 

States

 

Central Region (2)

 

33,235,000

 

3,688,000

 

11.1

%

IA, IL, IN, KS, MI, MN, MO, NE, OH, OK, TX, WI

 

Mid-Atlantic Region

 

8,006,000

 

1,104,000

 

13.8

%

MD, NC, PA, SC, TN, VA, WV

 

New England Region

 

2,857,000

 

422,000

 

14.8

%

ME, NH, VT

 

Northwest Region

 

2,388,000

 

369,000

 

15.5

%

CA, OR, WA

 

New York Region (3)

 

480,000

 

215,000

 

44.8

%

NY

 

Total

 

46,966,000

 

5,798,000

 

12.3

%

 

 

 


(1)          Represents 100% of the population of the licensed areas, based on 2011 Claritas® population estimates.  “Population” in this context includes only the areas covering such markets and is used only for the purposes of calculating market penetration and is not related to “population equivalents,” as defined below. It also includes 100% of the population of two licensed areas where U.S. Cellular owns a controlling interest and has contracted with another wireless operator to manage the operations.

 

(2)          At December 31, 2012, the Divestiture Markets are included in the Central Geographic Market Area.

 

(3)          Markets in the New York Region are operated by Verizon Wireless under the Verizon Wireless brand.  U.S. Cellular owns a greater than 50% interest in each of these markets and consolidates the financial results of these markets in accordance with Generally Accepted Accounting Principles (“GAAP”).

 

Investment Markets

 

The following table summarizes the markets in which U.S. Cellular owns an investment interest at December 31, 2012.  For licenses in which U.S. Cellular owns an investment interest, the related population equivalents are shown.

 

Market Area/Market

 

Population (1)

 

Current
Percentage
Interest (2)

 

Current
Population
Equivalents (3)

 

Los Angeles/Oxnard, CA

 

18,095,000

 

5.5

%

995,000

 

Oklahoma City, OK

 

1,209,000

 

14.6

%

177,000

 

Others (fewer than 100,000 population equivalents each)

 

4,667,000

 

Varies

 

290,000

 

Total population equivalents in investment markets

 

 

 

 

 

1,462,000

 

 


(1)          Represents 100% of the total population of the licensed area in which U.S. Cellular owns an interest based on 2011 Claritas® population estimates.

 

(2)          Represents U.S. Cellular’s percentage ownership interest in the licensed area as of December 31, 2012.

 

(3)          “Current Population Equivalents” are derived by multiplying the amount in the “Population” column by the percentage interest indicated in the “Current Percentage Interest” column.

 

Divestiture Transaction

 

As more fully described in the Divesture Transaction section of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 7 — Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements, on November 6, 2012, U.S. Cellular entered into a Purchase and Sale Agreement (the “Divestiture Transaction”) with subsidiaries of Sprint Nextel Corporation (“Sprint”).

 

The Purchase and Sale Agreement provides that U.S. Cellular will transfer to Sprint certain rights and assets (collectively, the “Subject Assets”), and Sprint will assume certain liabilities (“Subject Liabilities”), related to U.S. Cellular’s Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets (the “Divestiture Markets”), in consideration for $480 million in cash at closing, subject to pro-rations of certain assets and liabilities.  U.S. Cellular will retain all other assets (“Retained Assets”) and liabilities (“Retained Liabilities”) related to the Divestiture Markets.  U.S. Cellular is not transferring and will continue to operate and provide service in Peoria, Rockford and certain other areas in Illinois, and in Columbia, Joplin, Jefferson City and certain other areas in Missouri.

 

4


 

The Subject Assets include customers and most of U.S. Cellular’s PCS licenses in the Divestiture Markets.  U.S. Cellular will retain its direct and indirect ownership interests in other spectrum in the Divestiture Markets. The transaction does not include spectrum licenses held by U.S. Cellular or variable interest entities consolidated by U.S. Cellular that are not currently used in the operations of the Divestiture Markets.  The Subject Liabilities that will be assumed by Sprint include only (i) liabilities as of the closing relating to the Subject Assets and (ii) liabilities arising after the closing relating to the Subject Assets.

 

The Retained Assets include all assets other than the Subject Assets, including cash, accounts receivable, inventory, naming rights, real estate, cell sites including towers, network equipment, stores, retail equipment, furniture and fixtures, and all other assets, including the corporate and other facilities located in the Divestiture Markets.  The Retained Liabilities include all liabilities other than the Subject Liabilities, including accounts payable, accrued expenses, liabilities to employees, taxes, obligations under benefit plans, contracts, leases and asset retirement obligations.

 

The transaction is subject to FCC approval, compliance with the Hart-Scott-Rodino Act and other conditions.  Subject to the satisfaction or (if permitted) waiver of all conditions, the transaction is expected to close in mid-2013.

 

The table below provides selected information related to the Divestiture Markets as of December 31, 2012:

 

Market population

 

15,037,000

 

Market penetration

 

3.7

%

Total customers

 

560,000

 

Postpaid customers

 

463,000

 

Prepaid customers

 

81,000

 

Reseller customers

 

16,000

 

Postpaid churn rate

 

2.95

%

 

Products and Services

 

Wireless Services.  U.S. Cellular’s postpaid customers are able to choose from a variety of national plans with voice, messaging and data pricing that are designed to fit different customer needs, usage patterns and budgets.  The ability to help a customer find the right pricing plan is central to U.S. Cellular’s brand positioning.  U.S. Cellular offers national consumer plans with both bundled and unbundled options that can be tailored to a customer’s needs. Many plans enable small work groups or families to share the plan minutes, enabling customers to get more value for their money.  U.S. Cellular offers data plans in a variety of tiers to fit customers’ needs and budgets.  Business rate plans are offered to companies to meet their unique needs.  U.S. Cellular’s popular national plans price all calls, regardless of where they are made or received in the United States, as local calls with no long distance or roaming charges. All incoming calls, texts, and picture messages are free on currently offered plans.  Additionally, U.S. Cellular offers prepaid service plans, which include voice minutes, messaging and data in a variety of ways for a monthly fee.  In May 2012, U.S. Cellular began offering U Prepaid, a no contract wireless service in select Walmart stores in an effort to expand points of distribution for U.S. Cellular products and services.  In October 2012, U.S. Cellular began offering a postpaid option through Walmart as well, and continues to explore new distribution options.

 

U.S. Cellular recognizes customer loyalty with national bundled rate plans and industry-leading benefits without requiring customers to sign continuous contracts . Customers who subscribe to national plans can earn loyalty reward points that can be used for accelerated phone upgrades just for being a customer. Points can also be used for other rewards such as additional lines, phones, accessories and ringtones . Available postpaid plans include Overage Cap, a free service that prevents voice overage charges from exceeding $50 for a National Single Line Plan or $150 for a Family Plan.

 

U.S. Cellular’s portfolio of Android TM -powered, BlackBerry® and Windows Mobile® smartphones and Android TM -powered tablets are key parts of its strategy to deliver wireless devices which allow customers to stay productive, entertained and connected on the go. Backed by U.S. Cellular’s high-speed networks, including a fourth generation Long Term Evolution (“4G LTE”) network, which, as of December 31, 2012, covers 61% of its postpaid customers and a third generation (“3G”) network that supports nationwide roaming, U.S. Cellular’s smartphone messaging, data and internet services allow customers to access the web and social network sites, e-mail, text, picture and video message, utilize turn-by-turn GPS navigation, and browse and download thousands of applications to customize their wireless devices to fit their lifestyles.

 

U.S. Cellular offers enhanced multimedia services, including Digital Radio, Mobile TV and 3D Gaming, over its 4G LTE and 3G networks.  U.S. Cellular’s easy edge SM  brand of enhanced data services uses a Binary Runtime Environment for Wireless (“BREW”) technology which adds limited computer-like functionality to non-smartphone wireless devices, enabling applications to be downloaded over-the-air directly to the customer’s wireless device.  These enhanced data services include news, weather, sports, information, games, ring tones and other services.

 

5



 

U.S. Cellular plans to further enhance its advanced data services in 2013 and beyond.

 

Wireless Devices. U.S. Cellular offers a comprehensive range of wireless devices such as handsets, modems, mobile hotspots and tablets for use by its customers.  U.S. Cellular offers wireless devices that are compatible with some or all of its 4G LTE, 3G and 2G networks and all are compliant with the FCC’s enhanced wireless 911 (“E-911”) requirements.  In addition, U.S. Cellular offers a wide range of accessories, such as carrying cases, hands-free devices, batteries, battery chargers, memory cards and other items to customers. U.S. Cellular also sells wireless devices to agents and other third-party distributors for resale. U.S. Cellular frequently discounts wireless devices sold to new and current customers and provides discounts on upgraded wireless devices to current customers, in order to attract new customers or to retain existing customers by reducing the cost of becoming or remaining a wireless customer.  With plans offering “no contract after the first,” customers who are eligible for a wireless device upgrade are able to obtain wireless devices at promotional prices without signing a new contract.

 

U.S. Cellular has established service facilities in many of its local markets to ensure quality service and repair of the wireless devices it sells.  These facilities allow U.S. Cellular to provide convenient and timely repair service to customers who experience device problems.  Additionally, U.S. Cellular offers several programs which allow the customer to receive a replacement device through a retail store or through direct mail.

 

Handset selection and availability are significant areas of competitive differentiation in the industry today. During 2012, U.S. Cellular continued to bolster its expanding smartphone and tablet portfolio with the launch of high-performance Android TM -powered wireless devices, such as the Samsung Galaxy S III TM . U.S. Cellular’s smartphone offerings play a significant role in driving data service usage and revenues.  The devices offered include a full array of smartphones from the top-tier Android TM -powered Samsung Galaxy S III TM  to lower-tier smartphones.

 

U.S. Cellular purchases wireless devices and accessory products from a number of manufacturers, including Samsung, Motorola, Personal Communications Devices, LG, BlackBerry®, Superior Communications and Xentris Wireless. U.S. Cellular negotiates volume discounts with its suppliers and works with them in promoting specific equipment in its local advertising.  U.S. Cellular does not own significant product warehousing and distribution infrastructure.  Instead, it contracts with third party providers for substantially all of its product warehousing, distribution and direct customer fulfillment activities. U.S. Cellular also contracts with third party providers for services related to its reward points and phone replacement programs.

 

U.S. Cellular monitors the financial condition of all of its wireless device and accessory suppliers.  Because U.S. Cellular purchases wireless devices and accessories from numerous suppliers, U.S. Cellular does not expect the financial condition of any single supplier to affect U.S. Cellular’s ability to offer a competitive variety of wireless devices and accessories for sale to customers.

 

Marketing

 

Customer Acquisition and Retention.   U.S. Cellular’s marketing plan is focused on acquiring, retaining and growing customer relationships by offering high-quality products and services built around customer needs at fair prices, supported by outstanding customer service.

 

U.S. Cellular believes that creating positive connections with its customers enhances their wireless experience and builds customer loyalty.  U.S. Cellular currently offers several innovative, customer-centric programs and services, at no cost to the customer.  The Overage Protection service provides customers peace-of-mind by sending them text message alerts when they come close to reaching their allowable monthly plan minutes or text messages in order to avoid overage charges. Although the FCC approved a proposal in 2011 that would require carriers to notify customers before they incur excessive charges, U.S. Cellular believes that it was the first to offer this service to all of its customers. My Contacts Backup offers extra security for customers by allowing them to retrieve their contact numbers if they lose or damage their wireless devices.

 

U.S. Cellular increases customer awareness using media such as television, radio, newspaper, direct mail advertising, the Internet, social media and sponsorships.  U.S. Cellular has achieved its current level of penetration of its markets through a combination of a strong brand position, promotional advertising, broad distribution, maintaining a high-quality wireless network and providing outstanding customer service.  U.S. Cellular’s advertising is directed at attracting and retaining customers, improving potential customers’ awareness of the U.S. Cellular brand, increasing existing customers’ usage of U.S. Cellular’s services and increasing the public awareness and understanding of the wireless services it offers.  U.S. Cellular attempts to select the advertising and promotional media that are most appealing to the targeted groups of potential customers in each local market.  U.S. Cellular supplements its advertising with a focused public relations program that drives store traffic, supports sales of products and services, and builds brand awareness and preference.  The approach combines national and local media relations in mainstream and social media channels with market-wide activities, events, and sponsorships. Since 2008, U.S. Cellular has focused its giving strategy on the pressing needs of schools and has invested millions of dollars in its education initiatives, such as Calling All Communities and Calling All Teachers, which support schools and teachers in the communities U.S. Cellular serves.

 

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U.S. Cellular manages customer retention by focusing on outstanding customer service through the development of processes that are customer-friendly, extensive training of frontline sales and support associates and the implementation of retention programs.  The marketing plan highlights the value of U.S. Cellular’s service offerings and incorporates combinations of rate plans, additional value-added features and services and wireless devices which are designed to meet the needs of customers.

 

Through 2012, U.S. Cellular operated five regional customer care centers.  Effective January 1, 2013, U.S. Cellular transferred its Bolingbrook Customer Care Center operations to an existing third-party vendor.  In connection with the Bolingbrook Customer Care Center transaction, the majority of U.S. Cellular’s associates at the Bolingbrook, Illinois location became employees of the third party vendor, which will continue to provide services to U.S. Cellular through a transition period.  Through the Bolingbrook and other customer care center operations, U.S. Cellular will continue to deliver award-winning customer service.  U.S. Cellular will continue to operate four other regional customer care centers with personnel who are responsible for customer service activities, and a national financial services center with personnel who perform credit and other customer payment activities.  U.S. Cellular also contracts with third parties that provide additional customer care support.

 

Distribution Channels.  U.S. Cellular supports a multi-faceted distribution program, including retail sales and service centers, direct sales, third-party national retailers, and independent agents, plus the website and telesales for customers who wish to contact U.S. Cellular through the Internet or by phone.

 

Company retail store locations are designed to market wireless products and services to the consumer and small business segments in a setting familiar to these types of customers.  As of December 31, 2012, retail sales associates work in over 400 U.S. Cellular-operated retail stores and kiosks. Direct sales consultants market wireless services to mid-size business customers. Additionally, the U.S. Cellular website enables customers to activate service and purchase wireless devices online.

 

U.S. Cellular maintains an ongoing training program to improve the effectiveness of retail sales associates and direct sales consultants by focusing their efforts on obtaining customers by facilitating the sale of appropriate packages for the customer’s expected usage and value-added services that meet customer needs.

 

In May 2012, U.S. Cellular began offering U Prepaid, a no contract wireless service, in select Walmart stores within its service areas.  In October 2012, U.S. Cellular began offering a postpaid option through Walmart, and continues to explore new distribution options.

 

U.S. Cellular has relationships with exclusive and non-exclusive agents, which are independent businesses that obtain customers for U.S. Cellular on a commission basis.  At December 31, 2012, U.S. Cellular had contracts with these businesses aggregating over 1,000 locations.  U.S. Cellular provides additional support and training to its exclusive agents to increase customer satisfaction for customers they serve.  U.S. Cellular’s agents are generally in the business of selling wireless devices, wireless service packages and other related products.  No single agent accounted for 10% or more of U.S. Cellular’s operating revenues during the past three years.

 

U.S. Cellular also markets wireless service through resellers.  The resale business involves the sale of wholesale access and minutes to independent companies that package and resell wireless services to end-users.  These resellers generally provide prepaid and postpaid services to subscribers under their own brand names and also provide their own billing and customer service.  U.S. Cellular incurs no direct subscriber acquisition costs related to reseller customers.  At December 31, 2012, U.S. Cellular had approximately 241,000 customers of resellers.  For the year ended December 31, 2012, revenues from resale business were less than 1% of total service revenues.

 

Seasonality.  There is seasonality in operating expenses, which tend to be higher in the fourth quarter than in the other quarters due to increased marketing activities, which may cause operating income to vary from quarter to quarter.

 

Customers and System Usage

 

U.S. Cellular provides service to customers from a variety of demographic segments.  U.S. Cellular uses a segmentation model to classify businesses and consumers into logical groupings for developing new products and services, direct marketing campaigns, and retention efforts.  U.S. Cellular focuses on both retail consumers and small-to-mid-size business customers in vertical industries such as construction, retail, professional services and real estate.  These industries are primarily served through U.S. Cellular’s retail and direct sales channels.

 

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U.S. Cellular’s main sources of revenues are from its own customers and from customers of competitors who roam on its network. The interoperability of wireless service enables a customer who is in a wireless service area other than the customer’s home service area to place or receive a call or use data in that service area.  U.S. Cellular has entered into reciprocal roaming agreements with operators of other wireless systems covering virtually all systems with Code Division Multiple Access (“CDMA”) technology in the United States, Canada and Mexico.  Roaming agreements offer customers the opportunity to roam on these systems.  These reciprocal agreements automatically pre-register the customers of U.S. Cellular’s systems in the other carriers’ systems.  In addition, a customer of a participating system roaming in a U.S. Cellular market where this arrangement is in effect is able to make and receive calls or data on U.S. Cellular’s system.  The charge for this service is negotiated as part of the roaming agreement between U.S. Cellular and the roaming customer’s carrier. U.S. Cellular bills this charge to the customer’s home carrier, which then may bill the customer.  In many instances, based on competitive factors, carriers, including U.S. Cellular, may not charge their customers, or charge lower amounts to their customers than the amounts actually charged by other wireless carriers for roaming. Since 2010, U.S. Cellular has offered nationwide 3G data roaming services, allowing its customers to access high-speed data across the country. U.S. Cellular is currently exploring 4G roaming agreements with operators of other wireless systems. The FCC’s adoption of mandatory 4G roaming rules, which were upheld by the United States Court of Appeals for the District of Columbia, may be of assistance in the negotiation of 4G roaming agreements with other wireless operators in the future. However, technological challenges currently exist which limit the interoperability of 4G wireless devices on other carriers’ networks. Specifically, wireless devices support certain configurations of 4G spectrum frequencies and as a result 4G wireless devices offered by carriers are not necessarily compatible with the networks of other carriers. U.S. Cellular is working with other carriers and original equipment manufacturers in order to resolve and mitigate interoperability issues; however, there is no assurance that these issues will be fully resolved or mitigated. Accordingly, both the timing of when U.S. Cellular will be able to offer 4G roaming, and in which geographies, are uncertain.

 

Technology and System Design and Construction

 

Technology .  Wireless telecommunication systems transmit voice, data, graphics and video through the transmission of signals over networks of radio towers using radio spectrum licensed by the FCC.  Access to local, regional, national and worldwide telecommunications networks is provided through system interconnections.

 

U.S. Cellular currently deploys CDMA digital technology throughout its networks.  Through roaming agreements with other CDMA-based wireless carriers, U.S. Cellular’s customers may access CDMA service in virtually all areas of the United States, as well as parts of Canada and Mexico.  U.S. Cellular believes that CDMA technology offers advantages compared to the other second generation digital technologies, including greater spectral efficiency as well as better call quality.  Another digital technology, Global System for Mobile Communication (“GSM”), has a larger installed base of customers worldwide. Since CDMA technology currently is not compatible with GSM technology, U.S. Cellular customers with CDMA-only based wireless devices are currently not able to use their wireless devices when traveling through areas serviced only by GSM-based networks. However, both CDMA and GSM technologies are expected to be succeeded by 4G LTE technology over the next several years.  As described above, there are challenges to implementing 4G LTE roaming and interoperability.  Carriers may deploy 4G LTE technology on different radio bands, or spectrum, and devices from one carrier may not have the required antennas to operate on another carrier’s network and, as such, would not be able to roam on that network.

 

A high-quality network, supported by continued investments in that network, will remain an important factor for wireless companies to remain competitive.  U.S. Cellular continually reviews its long-term technology plans.  Since 2006, U.S. Cellular has offered services based on 3G technology and, in 2012, U.S. Cellular launched services based on 4G LTE technology in conjunction with King Street Wireless L.P.  As of December 31, 2012, U.S. Cellular deployed 4G LTE technology that covered approximately 61% of its postpaid customers and anticipates further expansion of 4G LTE in 2013.

 

System Design and Construction.  U.S. Cellular designs and constructs its systems in a manner it believes will permit it to provide high-quality service to substantially all types of compatible wireless devices.  Designs are based on engineering studies which relate to specific markets, in support of the larger network.  Such engineering studies are performed by U.S. Cellular personnel or third-party engineering firms.  Network reliability is given careful consideration and extensive backup redundancy is employed in many aspects of U.S. Cellular’s network design.  Route diversity, ring topology and extensive use of emergency standby power are also utilized to enhance network reliability and minimize service disruption from any particular network element failure.

 

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In accordance with its strategy of building and strengthening its operating market areas, U.S. Cellular has selected high-capacity digital wireless switching systems that are capable of serving multiple markets through a single mobile telephone switching office.  U.S. Cellular’s wireless systems are designed to facilitate the installation of equipment that will permit microwave interconnection between the mobile telephone switching office and the cell sites.  U.S. Cellular has implemented such microwave interconnection in many of the wireless systems it operates.  In other areas, U.S. Cellular’s systems rely upon wireline telephone connections to link cell sites with the mobile telephone switching office.  Although the installation of microwave network interconnection equipment requires a greater initial capital investment, a microwave network enables a system operator to reduce the current and future charges associated with leasing backhaul capacity from a wireline telephone company. U.S. Cellular is currently transitioning its existing wireline backhaul capacity to a packet-based Ethernet technology from circuit-switched technology. In addition to allowing for increased data capacity, the packet-based backhaul reduces the costs of data transmission.

 

U.S. Cellular believes that currently available technologies and appropriate capital additions will allow sufficient capacity on its networks to meet anticipated demand for voice and data services over the next few years. U.S. Cellular’s continued investment in new licenses will support future demand for fourth generation broadband services using 4G LTE. Increasing demand for high-speed data and video services may require the acquisition of additional licenses or spectrum to provide sufficient capacity in markets where U.S. Cellular currently offers or may offer these services.

 

Construction of wireless systems is capital-intensive, requiring substantial investment for land and improvements, buildings, towers, mobile telephone switching offices, cell site equipment, microwave equipment, engineering and installation.  U.S. Cellular primarily uses its own personnel to engineer each wireless system it owns and operates, and engages contractors to construct the facilities.

 

The costs (inclusive of the costs to acquire licenses) to develop the systems which U.S. Cellular operates have historically been financed primarily through proceeds from debt and equity offerings, with cash generated by operations, and proceeds from the sales of wireless interests.  U.S. Cellular believes that existing cash and investments balances, expected cash flows from operating and investing activities and funds available under its revolving credit facility provide substantial liquidity and financial flexibility for U.S. Cellular to meet its normal financing needs (including working capital, construction and development expenditures) for the foreseeable future. In addition, U.S. Cellular may access public and private capital markets to help meet its financing needs.

 

Competition

 

The wireless telecommunication industry is highly competitive.  U.S. Cellular competes directly with several wireless service providers in each of its markets. In general, there are between three and five competitors in each wireless market in which U.S. Cellular provides service, excluding resellers and mobile virtual network operators. U.S. Cellular generally competes against each of the national wireless companies: Verizon Wireless, AT&T Mobility, Sprint Nextel, and T-Mobile USA.  These competitors have substantially greater financial, technical, marketing, sales, purchasing and distribution resources than U.S. Cellular.  In addition, in certain markets, U.S. Cellular competes against other regional wireless companies, including Leap Wireless International, and resellers of wireless services.  Since U.S. Cellular’s competitors do not disclose their subscriber counts in specific regional service areas, market share for the competitors in each regional market cannot be precisely determined.

 

Since each of these competitors operates on systems using spectrum licensed by the FCC and has comparable technology and facilities, competition among wireless service providers for customers is principally on the basis of types of products and services, price, size of area covered, call quality, network speed and responsiveness of customer service.  U.S. Cellular employs a customer satisfaction strategy throughout its markets that it believes has contributed to its overall success.

 

Wireless service providers continue to use wireless device availability and pricing to gain a competitive advantage since the markets for wireless service are nearly fully saturated.  The wireless device has become more than just a means for communication.  Consumers’ attitudes have shifted, and continue to shift, and a wireless device becomes more important year after year as it expands to become the primary communication link to the world as well as a personal entertainment center and source of information.  U.S. Cellular believes that customer growth will be achieved primarily by capturing customers switching from other wireless carriers, selling additional products and services to its existing customers, and increasing the number of multi-device users among its existing customers.

 

The use of national advertising and promotional programs by the national wireless service providers may be a source of additional competitive and pricing pressures in all U.S. Cellular markets, even if those operators may not provide direct service in a particular market.  In addition, in the current wireless environment, U.S. Cellular’s ability to compete depends on its ability to offer family and national calling plans. U.S. Cellular provides wireless services comparable to the national competitors, but the national wireless companies operate in a wider geographic area and are able to offer no- or low-cost roaming and long-distance calling packages over a wider area on their own networks than U.S. Cellular can offer on its network.  When U.S. Cellular offers the same calling area as one of these competitors, U.S. Cellular incurs roaming charges for calls made in portions of the calling area which are not part of its network, thereby increasing its cost of operations. U.S. Cellular depends on roaming agreements with other wireless carriers to provide voice and data roaming capabilities in areas not covered by U.S. Cellular’s network.

 

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Bundled offerings, in the form of “triple plays” and “quadruple plays” (combination of cable or satellite video service, high-speed internet, wireline service, and wireless service), are common among some of U.S. Cellular’s competitors.  In addition, wireless carriers and others are beginning to roll out new or enhanced technologies to better meet the needs of the “anytime, anywhere” consumer.  Convergence is taking place on many levels, including dual-mode wireless devices that act as wireline or wireless devices depending on location and the incorporation of wireless “hot spot” technology in wireless devices for improved in-building coverage and for making internet access seamless regardless of location.  Although less directly a substitute for other wireless services, wireless data services such as Wi-Fi may be adequate for those who do not need full mobility wide area roaming or full two-way voice services.  Technological advances or regulatory changes in the future may make available other alternatives to wireless service, thereby creating additional sources of competition.

 

U.S. Cellular’s approach in 2013 and in future years will be to focus on the unique needs and attitudes towards wireless service of its selected target segments.  U.S. Cellular will deliver selected, targeted high quality products and services at fair prices and will continue to differentiate itself through the customer experience and service quality. U.S. Cellular’s customer-centric approach, highly reliable network, as evidenced by numerous consumer satisfaction awards based on survey results, and cutting-edge wireless devices all represent examples of how U.S. Cellular believes it is differentiating itself from competitors as it relates to the customer experience. U.S. Cellular’s ability to compete successfully in the future, and to meet necessary growth and return on capital, will depend upon its ability to anticipate and respond to changes related to new service offerings, customer preferences, competitors’ pricing strategies, technology, demographic trends, economic conditions and access to adequate spectrum resources.

 

Business Development Strategy

 

U.S. Cellular’s business development strategy is to obtain interests in and access to wireless licenses in areas adjacent to or in proximity to its other wireless licenses, thereby building contiguous operating market areas.  U.S. Cellular anticipates that grouping its operations into market areas will continue to provide it with certain economies in its capital and operating costs.  U.S. Cellular may continue to make opportunistic acquisitions or exchanges of markets that further strengthen its operating market areas and in other attractive markets. U.S. Cellular also believes that the acquisition of additional licenses within its operating territories will enhance its network capacity to meet its customers’ increased demand for data services. U.S. Cellular seeks to acquire noncontrolling interests in licenses in which it already owns the majority interest and/or operates the license.  From time to time, U.S. Cellular has divested outright or included in exchanges for other wireless interests certain consolidated and investment interests that were considered less essential to its operating strategy.  As part of this strategy, U.S. Cellular from time to time may be engaged in negotiations relating to the acquisition, exchange or disposition of companies, strategic properties or wireless spectrum.  In general, U.S. Cellular may not disclose such transactions until there is a definitive agreement.  In addition, U.S. Cellular may participate as a bidder, or member of a bidding group, in auctions for wireless spectrum administered by the FCC. In general, U.S. Cellular may not disclose any such participation unless it or such bidding group is announced as a winning bidder by the FCC.

 

In addition to the Divestiture Transaction discussed above, U.S. Cellular engaged in the following significant transactions in the last five years.

 

Spectrum Transactions. The following significant license transactions provided U.S. Cellular with additional spectrum to meet anticipated future capacity and coverage requirements in several of its markets.  No cash, customers, network assets, other assets or liabilities were included in these transactions.  In addition to the licenses listed below, U.S. Cellular has acquired a number of other licenses as part of less significant transactions in recent years.

 

2012 700 MHz A-Block . On August 15, 2012, U.S. Cellular completed a license purchase whereby U.S. Cellular received four 700 MHz A-Block spectrum licenses covering portions of Iowa, Kansas, Missouri, Nebraska, and Oklahoma.  On November 20, 2012, U.S. Cellular completed a license purchase whereby U.S. Cellular received seven 700 MHz A-Block spectrum licenses covering portions of Illinois, Michigan, Minnesota, Missouri, Nebraska, Oregon, Washington and Wisconsin.

 

2011 Spectrum Swap. On September 30, 2011, U.S. Cellular completed an exchange whereby U.S. Cellular received eighteen 700 MHz spectrum licenses covering portions of Idaho, Illinois, Indiana, Kansas, Nebraska, Oregon and Washington in exchange for two PCS spectrum licenses covering portions of Illinois and Indiana.

 

FCC Auctions.   As more fully described in the Regulation section below, in 2012, the FCC conducted a single round, sealed bid, reverse auction to award Mobility Fund Phase I support to bidders that commit to provide wireless service in areas designated as unserved by the FCC.  U.S. Cellular and several of its subsidiaries were winning bidders in eligible areas within 10 states.

 

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From time to time, the FCC conducts auctions through which additional spectrum is made available for the provision of wireless services.  U.S. Cellular has participated in certain prior FCC auctions indirectly through its limited partnership interests.  Each entity qualified as a “designated entity” and thereby was eligible for bidding credits with respect to most licenses purchased in accordance with the rules defined by the FCC for each auction.  In most cases, the bidding credits resulted in a 25% discount from the gross winning bid.

 

The FCC’s Auction 73 for spectrum in the 700 MHz band closed on March 20, 2008.  U.S. Cellular participated in Auction 73 indirectly through its limited partnership interest in King Street Wireless L.P. (“King Street Wireless”).  King Street Wireless was the successful winning bidder of 152 licenses in Auction 73. These licenses were granted by the FCC in December 2009.

 

Regulation

 

Regulatory Environment.   U.S. Cellular’s operations are subject to FCC and state regulation.  The wireless licenses that are held by U.S. Cellular and by the designated entities in which U.S. Cellular owns a non-controlling interest are granted by the FCC for the use of radio frequencies and are an important component of the overall value of U.S. Cellular’s consolidated assets.  The construction, operation and transfer of wireless systems in the United States are regulated to varying degrees by the FCC pursuant to the Communications Act of 1934 (“Communications Act”).  In 1996, Congress enacted the Telecommunications Act of 1996 (“Telecommunications Act”), which amended the Communications Act.  The Telecommunications Act mandated significant changes in telecommunications rules and policies to promote competition, ensure the availability of telecommunications services to all parts of the United States and streamline regulation of the telecommunications industry to remove regulatory burdens, as competition developed.  The FCC has promulgated regulations governing construction and operation of wireless systems, licensing (including renewal of licenses) and technical standards for the provision of wireless services under the Communications Act, and has implemented the legislative objectives of the Telecommunications Act, as discussed below.

 

Licensing—Wireless Service. Wireless licenses are granted by the FCC based on various geographic areas. The completion of acquisitions, involving the transfer of control of all or a portion of a wireless system, requires prior FCC approval.  The FCC determines on a case-by-case basis whether an acquisition of wireless licenses is in the public interest.

 

The Communications Act also requires the FCC to award new licenses for most commercial wireless services through a competitive bidding process in which spectrum is awarded to bidders in an auction.  From time to time, the FCC conducts auctions through which additional spectrum is made available for the provision of wireless services.  U.S. Cellular has participated in such auctions in the past and is likely to participate in any other auctions conducted by the FCC in the future as an applicant or as a non-controlling partner in another auction applicant. FCC anti-collusion rules place certain restrictions on business communications and disclosures by participants in an FCC auction.

 

Licensing—Facilities.   The FCC must be notified each time an additional cell site for a cellular system is constructed which enlarges the service area of a given cellular system.  U.S. Cellular believes that its facilities are in compliance with these requirements.

 

Licensing—Commercial Mobile Radio Service.   Pursuant to the 1993 amendments to the Communications Act, cellular, personal communications, advanced wireless, and 700 MHz services are classified as commercial mobile radio service in that they are services offered to the public for a fee and are interconnected to the public switched telephone network.  The FCC has determined that it will not require carriers providing such services to comply with a number of statutory provisions otherwise applicable to common carriers, such as the filing of tariffs.  All commercial mobile radio service wireless licensees must satisfy specified coverage requirements.  Licensees which fail to meet the coverage requirements may be subject to forfeiture of their licenses.

 

Wireless licenses are generally granted for a ten year term or, in some cases, for fifteen years.  The FCC has established standards for conducting comparative renewal proceedings between a wireless licensee seeking renewal of its license and challengers filing competing applications.  All of U.S. Cellular’s licenses for which it applied for renewal between 1995 and 2012 have been renewed. In 2010, the FCC released a Notice of Proposed Rulemaking (“NPRM”) regarding wireless services renewal proceedings.  Pursuant to the NPRM, the FCC would abolish comparative renewal proceedings, but establish criteria by which it would determine whether a wireless licensee was entitled to license renewal.  The proposed changes have been opposed by most wireless carriers, including U.S. Cellular.  It is, however, likely that the FCC will take some action to modify the license renewal process.  U.S. Cellular expects to meet the current criteria of any license renewal process.

 

U.S. Cellular conducts and plans to conduct its operations in accordance with all relevant FCC rules and regulations and anticipates being able to qualify for renewal expectancy in its upcoming renewal filings whatever renewal criteria are applied.  Accordingly, U.S. Cellular expects to be able to renew its licenses under current regulations.  However, changes in the regulation of wireless operators or their activities and of other mobile service providers or changes in the FCC’s renewal requirements could have a material adverse effect on U.S. Cellular’s operations.

 

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E-911 .  The FCC has imposed E-911 regulations on wireless carriers.  The rules require wireless carriers to provide different levels of detailed location information about E-911 callers depending on the capabilities of the local emergency call center.  U.S. Cellular is in compliance with the FCC’s requirements regarding E-911.

 

Hearing Aid Compatibility.  The FCC has imposed Hearing Aid Compatibility requirements on wireless carriers.  These rules mandate that carriers offer to customers a certain number or percentage of handsets which are compatible with different types of hearing aids.  The rules also require certain types of marketing and labeling practices in relation to such handsets, as well as certain disclosures on wireless carrier websites.  There are also annual carrier reporting requirements regarding Hearing Aid Compatibility.  U.S. Cellular is in compliance with the FCC’s Hearing Aid Compatibility requirements.

 

Telecommunications Act—General.   The primary purpose of the Telecommunications Act is to open all telecommunications markets to competition.  The Telecommunications Act makes most direct or indirect state and local barriers to competition unlawful.  It directs the FCC to preempt all inconsistent state and local laws and regulations, after notice and comment proceedings.  It also enables electric and other utilities to engage in telecommunications service through qualifying subsidiaries.

 

Only narrow powers over wireless carriers are left to state and local authorities.  Each state retains the power to impose competitively neutral requirements that are consistent with the Telecommunications Act’s universal service provisions and necessary for universal services, public safety and welfare, continued service quality and consumer rights.  While a state may not impose requirements that effectively function as barriers to entry, it retains limited authority to regulate certain competitive practices in rural telephone company service areas.

 

The Telecommunications Act authorizes and directs the FCC to establish an explicit universal service fund, to preserve and advance universal access to telecommunications services in rural and high-cost areas of the country, to ensure that low-income consumers have access, and to promote access for schools, libraries and health care providers. The Telecommunications Act requires all interstate telecommunications providers, including wireless service providers, to “make an equitable and non-discriminatory contribution” to support the cost of providing universal service, unless their contribution would be de minimis. At present, the provision of wireline and wireless telephone service in high cost areas is subsidized by support from the Universal Service Fund (“USF”) to which all carriers with interstate and international revenues must contribute.  Carriers are free to pass on the cost of such contributions to their customers.  In 2012, U.S. Cellular contributed $112 million into the federal USF and passed on the cost of such contributions to its customers.

 

Wireless carriers may be designated by states, or in some cases by the FCC, as eligible to receive universal service support payments if they provide specified services in “high cost” areas.  In 2012, U.S. Cellular received approximately $140.8 million in high cost support for service to high cost areas in the states of Illinois, Iowa, Kansas, Maine, Missouri, Nebraska, New Hampshire, New York, North Carolina, Oklahoma, Oregon, Tennessee, Virginia, Washington, Wisconsin and West Virginia.  This high cost support is undergoing change, as set forth below.

 

National Broadband Plan.  In 2009, Congress directed the FCC to develop a National Broadband Plan (the “Plan”) to ensure every American has “access to broadband capability.”  In March 2010, the FCC released the Plan which describes the FCC’s goals in enhancing broadband availability and the methods for achieving those goals over the next decade. Among the recommendations in the Plan which are significant to wireless providers are a series of proposals to make up to 500 MHz of spectrum newly available for broadband wireless uses by 2020, with a benchmark of making 300 MHz available by 2015, to reserve additional spectrum for unlicensed wireless use and to make more spectrum available for opportunistic and secondary uses. The Plan also made recommendations for transitioning the USF from supporting voice networks to broadband networks over time.

 

FCC’s USF and ICC Reform Order .  Pursuant to the Plan and subsequent notices of proposed rulemaking, on November 18, 2011, the FCC released a Report and Order and Further Notice of Proposed Rulemaking (“Reform Order”) adopting reforms of its universal service and intercarrier compensation mechanisms, and proposing further rules to advance reform.  The Reform Order substantially revises the current USF high cost program and intercarrier compensation regime.  The current USF program, which supports voice services, began to be phased out in 2012. As a replacement, the FCC is adopting the Connect America Fund (“CAF”), a new Mobility Fund, and a Remote Area Fund, which will collectively support broadband-capable networks.  Mobile wireless carriers such as U.S. Cellular may be eligible to receive funding under each of these funds under certain circumstances.

 

The FCC has determined that both wireline and wireless facilities should be supported with one wireline carrier and one mobile carrier receiving support in each area.  The Mobility Fund will be implemented in two phases.  The Phase I Mobility Fund which was implemented in 2012 is designed to provide one-time funding through a reverse auction to fill in coverage in “dead zones” that currently lack 3G wireless service.  In Phase I, $300 million was allocated throughout the country and an additional $50 million was set aside for tribal lands through the reverse auction described below.  The Phase II Mobility Fund will have a budget of up to $500 million per year (up to $100 million of which is reserved for tribal lands), with the method of disbursement to be determined in a further NPRM.  Phase II funding will be provided to areas that lack 4G wireless service.  The CAF will support service to homes, businesses, and anchor institutions, using any technology that can meet the technical requirements.

 

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On September 27, 2012, the FCC conducted a single round, sealed bid, reverse auction to award up to $300 million in one-time Mobility Fund Phase I support to successful bidders that commit to provide 3G, or better, wireless service in areas designated as unserved by the FCC.  This auction was designated by the FCC as Auction 901. U.S. Cellular and several of its wholly-owned subsidiaries participated in Auction 901 and were winning bidders in eligible areas within 10 states and will receive up to $40.1 million in one-time support from the Mobility Fund.  As part of the auction rules, winning bidders must complete network build-out projects to provide 3G or 4G service to these areas within two or three years, respectively, and must also make their networks available to other providers for roaming.  Winning bidders will receive support funding primarily upon achievement of coverage milestones defined in the auction rules. As a result of the funding awards in the Phase I Mobility Fund, U.S. Cellular will be required to meet certain regulatory conditions in the areas where it will receive funding to provide service.  Examples of these regulatory conditions include: allowing other carriers to collocate on U.S. Cellular’s towers, allowing voice and data roaming on U.S. Cellular’s network, and submitting various reports and certifications to retain eligibility each year.  It is possible that additional regulatory requirements will be imposed pursuant to the FCC’s Reform Order.

 

The terms and rules for participating in the CAF as a wireless eligible telecommunications carrier (“ETC”) have not been developed yet by the FCC.  It is uncertain whether U.S. Cellular will obtain support through the CAF or Phase II of the Mobility Fund.  If U.S. Cellular is successful in obtaining support, it will be required to meet certain regulatory conditions to obtain and retain the right to receive support including, for example, allowing other carriers to collocate on U.S. Cellular’s towers, allowing voice and data roaming on U.S. Cellular’s network, and submitting various reports and certifications to retain eligibility each year.  It is possible that additional regulatory requirements will be imposed pursuant to the FCC’s Reform Order.

 

U.S. Cellular’s current ETC support is scheduled to be phased down.  Support for 2012 (excluding certain adjustments) was frozen on January 1, 2012 using support for 2011 as a baseline and was reduced by 20% starting in July 2012.  The reduction in USF support that U.S. Cellular otherwise would have received in 2012 was approximately $16 million.  Support will be further reduced by 20% in July of each subsequent year; however, if the Phase II Mobility Fund is not operational by July 2014, the phase down will halt at that time and U.S. Cellular will receive 60% of its baseline support until the Phase II Mobility Fund is operational.

 

With respect to intercarrier compensation, the Reform Order provides for a reduction in the charges that U.S. Cellular pays to wireline phone companies to transport and terminate calls that originate on U.S. Cellular’s network, which will reduce U.S. Cellular’s operating expenses.  The reductions in intercarrier charges are to increase over the next five to ten years, further reducing U.S. Cellular’s operating expenses.

 

The FCC’s Reform Order, and any subsequent orders it adopts to reform universal service and intercarrier compensation, are subject to judicial review.  Multiple appeals and petitions for reconsideration have been filed with respect to the FCC Reform Order, but it has not been stayed.  At this time, U.S. Cellular cannot predict the timing or outcome of any such appeals or petitions, or whether such appeals or petitions would result in a material adverse effect on U.S. Cellular’s business, financial condition or results of operations.

 

U.S. Cellular also cannot predict the net effect of the FCC’s changes to the USF high cost support program in the Reform Order or whether reductions in support will be fully offset with additional support from the CAF or the Mobility Fund.  Accordingly, U.S. Cellular cannot predict whether such changes will have a material adverse effect on U.S. Cellular’s business, financial condition or results of operations.

 

Incremental Charges. In October 2010, the FCC released an NPRM proposing that wireless carriers be required, among other things, to alert customers when they approach and reach usage limits for voice and data services which, if exceeded, would result in extra charges beyond the customer’s rate plan.  In October 2011, a number of carriers, including U.S. Cellular, entered into voluntary commitments to minimize unexpected incremental charges on customers’ bills, precluding the need for the FCC to adopt rules proposed in its NPRM.  Although U.S. Cellular already offers certain consumer protections, such as its Overage Cap and Overage Protection services, U.S. Cellular will incur additional regulatory obligations as a result of the voluntary commitments; however, such burdens are not expected to have a material effect on U.S. Cellular’s operations.

 

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Net Neutrality. In 2009, the FCC initiated a rulemaking proceeding designed to codify its existing “Net Neutrality” principles and impose new requirements that could have the effect of restricting the ability of wireless internet service providers to manage applications and content that traverse their networks.  In December 2010, after a lengthy proceeding which considered different approaches including the “reclassification” of internet access as “common carrier” service under Title II of the Communications Act, the FCC adopted a net neutrality rule based on its Title I “ancillary” authority to enforce different parts of the Communications Act. The rule requires all providers of broadband internet access, including both fixed (that is, telephone and cable) and wireless providers, to publicly disclose accurate information regarding their network management practices, performance and commercial terms sufficient for consumers to make informed choices regarding the use of such services. The rule also prohibits all internet providers from blocking consumers’ access to lawful websites, subject to reasonable network management, and from blocking applications that compete with the provider’s voice or video telephony services, also subject to reasonable network management. The rule subjects the providers of fixed but not wireless broadband internet access to a prohibition on “unreasonable discrimination” in transmitting internet traffic over their networks, also subject to reasonable network management. The exemption of wireless providers from this part of the rule reflects recognition of the capacity constraints and other “special conditions” under which mobile broadband service is offered and the competitive nature of evolving wireless networks. Thus, the FCC at this time considered it appropriate to take only the “measured steps” with respect to mobile broadband service reflected in the rule. The Reform Order is generally controversial and has been challenged in the courts.  U.S. Cellular cannot predict the outcome of such cases.

 

Data Roaming.   In 2007, the FCC adopted a rule requiring that wireless carriers offer “voice” roaming agreements to each other on a just, reasonable and non-discriminatory basis.  The FCC stated that this was a common carrier obligation under Title II of the Communications Act.  In 2011, the FCC broadened this obligation to require carriers to offer wireless “data” roaming agreements to each other.  However, because this obligation involved the use of the Internet, it could not be a “common carrier” obligation.  Thus, the FCC grounded the obligation in Title III of the Communications Act, under which the FCC regulates use of the radio spectrum.  This order was challenged in the U.S. Court of Appeals for the District of Columbia Circuit on the grounds that it constituted an unlawful common carrier regulation.  However, in December 2012, the court upheld the FCC’s ruling.  U.S. Cellular was an intervenor in the case in support of the FCC and believes that the FCC and court rulings will be beneficial to it and similarly situated wireless carriers.

 

CVAA.   In 2010, Congress enacted the Twenty-First Century Communications and Video Accessibility Act (“CVAA”), to ensure that people with disabilities have access to “advanced communications services” (“ACS”).  The CVAA is currently the subject of two FCC rulemakings.  The first deals with access to ACS generally and specifically with access to mobile “browsers” by persons who are blind or who have visual impairments. The second deals with the closed captioning obligations of wireless manufacturers and wireless providers.  There are also recordkeeping and reporting requirements, which come into effect in March and April of 2013, respectively.

 

As of October 1, 2013, a mobile phone manufacturer that includes a browser in its device or a mobile phone provider such as U.S. Cellular that sells a mobile phone which includes such a browser must ensure that the browser functions are accessible to and usable by individuals who are blind or who have a visual impairment, unless doing so is not achievable.

 

As of January 1, 2014, wireless carriers will be required to deliver all programming received from a video programming owner or other origination source containing closed captioning with the original closed captioning data intact, unless such programming is recaptioned or the captions are reformatted by the programming distributor.

 

U.S. Cellular is working with its trade association, with standards setting organizations and with its vendors to comply with these requirements.

 

Spectrum Holdings. In September 2012, the FCC adopted an NPRM which proposed a review of its policies regarding mobile spectrum holdings in the context of both auctions and secondary market transactions.  Comments and reply comments were filed in November 2012 and January 2013.  In the proceeding, the FCC sought and received comment on whether it should retain or modify the current case by case analysis used to evaluate mobile spectrum holdings, or adopt “bright line” limits on the amount of wireless spectrum which may be held by any carrier.

 

The FCC also is considering updating the spectrum bands included in the evaluation of mobile spectrum holdings and whether to make distinctions between different bands in evaluating spectrum holdings.  The FCC also is re-examining its determinations of geographic and product markets in the context of evaluating wireless transactions.  It also is reviewing its spectrum “attribution” rules and remedies if a proposed transaction does not comply with its rules or policies.

 

U.S. Cellular cannot predict what, if any, changes the FCC will make to the foregoing rules, but intends to comply with all applicable requirements.

 

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State and Local Regulation.   U.S. Cellular is subject to state and local regulation in some instances. In 1981, the FCC preempted the states from exercising jurisdiction in the areas of licensing, technical standards and market structure.  In 1993, Congress preempted states from regulating the entry of wireless systems into service and the rates charged by wireless systems to customers.  The siting and construction of wireless facilities, including transmitter towers, antennas and equipment shelters are still subject to state or local zoning and land use regulations.  However, in 1996, Congress amended the Communications Act to provide that states could not discriminate against wireless carriers in tower zoning proceedings and had to decide on zoning requests with reasonable speed.  In addition, states may still regulate other terms and conditions of wireless service.

 

In 2000, the FCC ruled that the preemption provisions of the Communications Act do not preclude the states from acting under state tort, contract, and consumer protection laws to regulate the practices of commercial mobile radio service carriers, even if such activities might have an incidental effect on wireless rates.  This ruling has led to more state regulation of commercial mobile radio service carriers, particularly from the standpoint of consumer protection.  U.S. Cellular intends to comply with state regulation and to seek reasonable regulation of its activities in this regard.

 

The FCC is required to forbear from applying any statutory or regulatory provision that is not necessary to keep telecommunications rates and terms reasonable or to protect consumers.  A state may not apply a statutory or regulatory provision that the FCC decides to forbear from applying.  In addition, the FCC must review its telecommunications regulations every two years and change any that are no longer necessary.  Further, the FCC is empowered under certain circumstances to preempt state regulatory authorities if a state is obstructing the Communications Act’s basic purposes.

 

U.S. Cellular and its subsidiaries have been and intend to remain active participants in proceedings before the FCC and state regulatory authorities.  Proceedings with respect to the foregoing policy issues before the FCC and state regulatory authorities could have a significant impact on the competitive market structure among wireless providers and the relationships between wireless providers and other carriers.  U.S. Cellular is unable to predict the scope, pace or financial impact of policy changes which could be adopted in these proceedings.

 

Radio Frequency Emissions.   The FCC has adopted rules specifying standards and the methods to be used in evaluating radio frequency emissions from radio equipment, including network equipment and wireless devices used in connection with commercial mobile radio service.  These rules were upheld on appeal by the U.S. Court of Appeals for the Second Circuit in 2000. The U.S. Supreme Court declined to review the Second Circuit’s ruling. U.S. Cellular’s network facilities and the wireless devices it sells to customers comply with these standards.  In August 2012, the Government Accountability Office issued a report which recommended that the FCC reassess its current radio frequency emission limits.  In October 2012, in guidance released by the FCC Office of Engineering and Technology, it was stated that that the FCC intends to initiate a rulemaking proceeding dealing, in part, with radio frequency emissions from mobile devices. The FCC could adopt amended radio frequency emission limits and/or testing procedures for mobile devices in such a rulemaking proceeding, following review of comments filed by affected parties and members of the public.

 

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TDS Telecom Operations

 

General

 

TDS Telecom is a holding company that provides diversified telecommunications services (voice, broadband, network access and video services) and hosted and managed services. TDS Telecom’s wireline subsidiaries provide high-quality telecommunications services to commercial and residential customers primarily in rural and suburban communities.  As of December 31, 2012, TDS Telecom operates 115 incumbent local exchange carriers (“ILEC”) in 28 states and provides telecommunications services as a competitive local exchange carrier (“CLEC”) in Illinois, Michigan, Minnesota, and Wisconsin. TDS Telecom also operates TDS Hosted & Managed Services, LLC (“TDS HMS”) which specializes in planning, engineering, procurement, installation, sales and management of Information Technology (“IT”) infrastructure, including: hosted application management, managed hosting, and ReliaCloud™ enterprise cloud services. TDS HMS operates data centers in Arizona, Iowa, Minnesota and Wisconsin.

 

Wireline Operations

 

TDS Telecom operates in a mix of rural, small town and suburban ILEC markets and urban CLEC markets, with the largest concentrations of its customers in the Upper Midwest and the Southeast.  TDS Telecom provides retail telecommunications services to both residential and commercial customers that reside within its respective service territories.  TDS Telecom also provides services to wholesale customers, who are primarily interexchange carriers (companies that provide long-distance telephone and data services between local exchange areas) that compensate TDS Telecom for the use of its facilities to originate and terminate their voice and data transmissions. The table below provides information about the wireline customer connections served by TDS Telecom as of December 31, 2012.

 

 

 

TDS Telecom

 

 

 

Customer Connections as of December 31, 2012 (1)

 

State

 

Residential

 

Commercial

 

Total

 

Percent
of Total

 

Wisconsin

 

148,200

 

138,400

 

286,600

 

29

%

Tennessee

 

84,600

 

21,100

 

105,700

 

11

%

Michigan

 

30,800

 

67,400

 

98,200

 

10

%

Minnesota

 

29,200

 

53,100

 

82,300

 

8

%

Georgia

 

47,900

 

9,800

 

57,700

 

6

%

New Hampshire

 

33,100

 

7,800

 

40,900

 

4

%

Indiana

 

30,800

 

5,900

 

36,700

 

4

%

Alabama

 

22,300

 

4,800

 

27,100

 

3

%

Maine

 

22,100

 

4,400

 

26,500

 

3

%

Oklahoma

 

19,500

 

3,800

 

23,300

 

2

%

Total for 10 Largest States

 

468,500

 

316,500

 

785,000

 

80

%

Other States

 

144,000

 

50,900

 

194,900

 

20

%

Total

 

612,500

 

367,400

 

979,900

 

100

%

 


(1)  “Customer connections” are the sum of physical access lines and high-capacity data circuits via various technologies including DSL and dedicated internet, plus the number of telephone handsets, data lines and Internet Protocol (“IP”) trunks providing communications using IP networking technology.  A physical access line is the individual circuit connecting a customer to a telephone company’s central office facilities.

 

Wireline Products, Services and Revenue Sources

 

TDS Telecom’s ILECs and CLECs generate revenues by providing the following products and services to commercial and residential customers and carriers:

 

·                   Voice services, including basic local and long-distance telephone service, Voice over Internet Protocol (“VoIP”) and enhanced local services like voice mail, caller ID and call forwarding;

 

·                   Broadband services, including Digital Subscriber Line (“DSL”), other forms of high-speed internet and other enhanced data services;

 

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·                   Network access services to interexchange carriers for the origination and termination of interstate and intrastate long distance phone calls on TDS Telecom’s network and special access services to carriers and others; and

 

·                   Internet Protocol television (“IPTV”) and satellite video.

 

The following table summarizes TDS Telecom’s ILEC and CLEC Operating revenue by category:

 

For Year Ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

ILEC

 

%

 

CLEC

 

%

 

Total

 

%

 

Residential

 

$

279,400

 

37

%

$

17,192

 

2

%

$

296,592

 

39

%

Commercial

 

97,382

 

13

%

138,637

 

19

%

236,019

 

32

%

Wholesale

 

201,630

 

27

%

17,568

 

2

%

219,198

 

29

%

Total Operating Revenue

 

$

578,412

 

77

%

$

173,397

 

23

%

$

751,809

 

100

%

 

Residential .  TDS Telecom’s residential customer operations provide diversified telecommunications services, including wireline local and long-distance telephone service, high-speed data products and video services.  Video services are offered through either TDS Telecom’s own IPTV offering or through a resale agreement with a satellite provider.  TDS Telecom provides long-distance service by reselling long-distance service in its markets and through connections with long-distance carriers which purchase network access from the TDS Telecom ILECs.  Residential customer operations account for 63% of TDS Telecom’s combined ILEC and CLEC connections and 39% of total combined ILEC and CLEC revenue.  As of December 31, 2012, approximately 85% of TDS Telecom’s ILEC residential customers are located in rural and small town areas, while the other 15% are located in more suburban markets.

 

TDS Telecom’s CLEC residential customer strategy is to provide continuing service to its current residential customer base with high quality customer service and competitive pricing, but not to seek any new residential customers due to their high acquisition costs and due to regulatory changes which have increased network cost and limited network availability.  Therefore, it is expected that the number of residential customers within TDS Telecom’s CLEC markets will continue to decline.  There are 32,800 residential connections remaining at December 31, 2012.

 

Commercial.   TDS Telecom’s commercial customer operations provide high-quality voice and data solutions including local and long-distance telephone service, broadband, IP based services, and other services to businesses ranging in size from primarily small businesses up to large corporations.  TDS Telecom provides these commercial customers with secure and reliable internet access, data connections and advanced voice service with innovative VoIP features.  TDS Telecom addresses customer needs for increased communications capabilities at reduced costs by matching these needs to new and existing technologies to create greater efficiencies and by providing support for these technologies after the sale.  The TDS Telecom flagship product is managedIP, a fully-hosted, software and hardware solution that provides customers with a secure internet connection and the latest VoIP features and capabilities.  TDS managedIP is available in all CLEC markets and to selected ILEC markets covering 83% of ILEC commercial customers at December 31, 2012.

 

TDS Telecom’s telecommunications services for commercial customers are focused on small to medium-sized customers.  Medium-sized commercial prospects are characterized by above average access line to employee ratios, heavier utilization of broadband services and a focus on using telecommunications for business improvement.  An emphasis on product development has led to the introduction of several integrated voice and data solutions, as well as the creation of small business bundled products.  These bundled products make buying voice and broadband services easier and increase the value of these products to targeted business customers.  Offering bundled voice and broadband solutions provisioned on a single access line provides for direct cost savings to the customer, removes distance limitations commonly associated with high speed data technology, and gives the customer greater flexibility to grow business telecommunications use.

 

Additional products, services and applications are also available to new and existing commercial accounts.  Expanded offerings for the commercial sector include IP-enabled telephone systems and traditional telephone systems.  Combining service offerings with Customer Premise Equipment (“CPE”) is intended to drive greater revenue per customer while promoting a “One Vendor” telecommunications provider experience for CPE, voice and broadband services. IP and managed services product sets offered include firewall services, Internet intrusion protection services, and universal resource locater (“URL”) filtering. All of these provide commercial customers with additional services, controls and network protection.

 

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Wholesale.   TDS Telecom continues to provide a high level of service to traditional interexchange carriers. TDS Telecom’s wholesale market focus is on access revenues, which is the compensation received for carrying long distance and data traffic on its networks Universal Service Fund (“USF”) revenues, which support the cost of providing telecommunication services in high cost areas, are also included in wholesale service revenues.  Recent and proposed regulatory changes may affect the amounts of TDS Telecom’s future wholesale revenues.  On November 18, 2011, the FCC released the Reform Order adopting reforms of its universal service and intercarrier compensation mechanisms, establishing a new, broadband-focused support mechanism, and proposing further rules to advance reform.  See “Regulation” below.

 

Wireline Strategy

 

TDS Telecom seeks to be the preferred telecommunications solutions provider for both residential and commercial customers by developing and delivering high-quality products that meet or exceed customers’ needs and to outperform the competition by maintaining superior customer service. TDS Telecom’s residential customer strategy is to provide voice, high-speed data, and video services through value-added bundling of products.  The commercial focus is to provide advanced IP-based voice and data services, as well as information technology solutions.  TDS Telecom is actively investing in the continuing transformation of its networks as it works to deploy advanced technologies and new services. TDS Telecom seeks to capitalize on its strong local presence and strives to champion economic development in its communities by actively advocating for state and federal regulatory frameworks that would enable its operations to grow profitably and continue to meet customer expectations for new and improved services.

 

TDS Telecom’s professional field service representatives both live and work in many of the communities they serve.  To better meet the changing needs of its customers, TDS Telecom utilizes specialized customer service teams to more effectively and efficiently serve the individual needs of its retail customer segment.

 

TDS Telecom believes that its residential and business customers have a strong preference to purchase complementary telecommunications services from a single provider.  TDS Telecom has found that by offering and bundling services in customer-friendly packages, it can build customer loyalty and reduce customer churn.  TDS Telecom offers bundles which include local telephone services, high-speed data services, long-distance services and video services.

 

TDS Telecom’s objective is to be the preferred broadband provider in its ILEC residential markets by offering a wide range of premium internet services.  It continues to invest in high-speed data service and as of December 31, 2012, was able to provide this service to 95% of its ILEC physical access lines.  At that date, 58% of the households passed in its ILEC markets had 10 megabits per second or faster service available.  In selected markets, TDS Telecom’s marketing and promotional strategies will lead with superior quality IPTV video.  This interactive video offering is intended to counter intensifying competition for video service and retain the video component of the double and triple play customer bundles.

 

TDS Telecom has continued to expand its presence in the business broadband market with hosted-managedIP telephony, high-speed symmetrical dedicated broadband and point-to-point Ethernet services.  TDS managedIP delivers business customers a converged voice and data communications solution to the desktop.  Point-to-point Ethernet provides customers secure and reliable high-speed data links for two or more locations over TDS Telecom’s internal network, not the public Internet.  The long-term strategy includes leveraging products such as managedIP and hosted and managed services to all of TDS Telecom’s commercial customers, differentiating both on service excellence and a superior product portfolio.

 

TDS Telecom focuses its marketing on information-intensive industries such as financial services, health services, real estate, hotels and motels, retail, education and government.  TDS Telecom uses its direct sales force, targeted mailings, and telemarketing to sell products and services to commercial markets, which are segmented into tiers based on size (in terms of connections and revenues) and strategic importance.  Different sales and distribution channels are used to target each segment.

 

TDS Telecom has continued to grow its long-distance product line and is the number one long-distance provider for its local service customers in its ILEC territories.  Seventy-seven percent of TDS’ ILEC physical access lines have a TDS long-distance product at December 31, 2012.

 

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The following table summarizes additional information regarding TDS Telecom’s ILEC and CLEC customers for December 31, 2012.

 

Year Ended December 31, 2012

 

ILEC

 

CLEC

 

Total

 

 

 

 

 

 

 

 

 

Residential connections

 

 

 

 

 

 

 

Physical access lines (1)

 

350,100

 

24,600

 

374,700

 

Broadband connections (2)

 

221,700

 

8,200

 

229,900

 

IPTV customers

 

7,900

 

 

7,900

 

Residential connections

 

579,700

 

32,800

 

612,500

 

 

 

 

 

 

 

 

 

Commercial Connections

 

 

 

 

 

 

 

Physical access lines (1)

 

107,600

 

135,500

 

243,100

 

Broadband connections (2)

 

18,500

 

11,200

 

29,700

 

managedIP connections (3)

 

17,200

 

77,400

 

94,600

 

Commercial connections

 

143,300

 

224,100

 

367,400

 

 

 

 

 

 

 

 

 

Total Customer Connections

 

723,000

 

256,900

 

979,900

 

 


(1)          Individual circuits connecting customers to TDS Telecom’s central office facilities.

 

(2)          The number of customers provided high-capacity data circuits via various technologies, including DSL and dedicated internet circuit technologies.

 

(3)          The number of telephone handsets, data lines and IP trunks providing communications using IP networking technology.

 

Wireline Network Architecture and Technology

 

TDS Telecom operates an integrated, highly-reliable network that consists of central office hosts and remote sites, primarily equipped with digital and IP switches.  Fiber optic and copper cable connect the host central offices with remote switches and ultimately with end customers.  TDS Telecom continues to upgrade and expand its telecommunications network to respond to the needs of its customers for greater bandwidth and advanced technologies. The network is transitioning from its legacy circuit-switched network to a highly reliable IP-based broadband network to facilitate the integration of voice services, the Internet, and media.

 

TDS Telecom has developed and deployed an inter-regional data routing infrastructure using leased fiber capacity which allows TDS Telecom to reach over 85% of its physical access lines with its 10 GHz core network.  This configuration along with the continued development of a ubiquitous IP network that interconnects substantially all the existing service territories will allow for next generation IP service offerings; namely, IPTV, managedIP, residential VoIP and least-cost routing as well as comprehensive IP policy management.

 

TDS Telecom has pursued a plan to deploy passive optical network technology, which enables significantly greater broadband speeds to selected residential subdivisions and to commercial customers, when the investment is economically justified.

 

TDS Telecom is also standardizing equipment and processes to increase efficiency in maintaining its network.  For example, TDS Telecom utilizes centralized monitoring and management of its network to reduce costs and improve service reliability.  Network standardization has supported TDS Telecom in operating its 24-hours-a-day / 7-days-per-week Network Management Center, which continuously monitors the network in an effort to proactively identify and correct network faults prior to any customer impact.

 

Rapid and significant changes in technology are expected to continue to occur in the communications industry.  TDS Telecom’s success will depend, in part, on its ability to anticipate and adapt to technological changes.  TDS Telecom believes that its existing network architecture will enable it to respond to these technological changes efficiently.  In addition, TDS Telecom anticipates reducing costs through the sharing of best practices across operations, centralization or standardization of functions and processes, and deployment of technologies and systems that provide for greater efficiencies and profitability.

 

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Wireline Competition

 

The competitive environment in the telecommunications industry has changed significantly as a result of technological advances, changing customer requirements and changes to regulation.  TDS Telecom continues to seek to develop and maintain an efficient cost structure to ensure that it can match price-based initiatives from competitors.  TDS Telecom is faced with significant challenges, including competition from cable VoIP, wireless and other wireline providers, decreases in intercarrier compensation received for the use of TDS Telecom’s networks and increases in the cost for TDS Telecom’s use of other providers’ networks.  These challenges could have a material adverse effect on the financial condition, results of operations and cash flows of TDS Telecom.

 

TDS Telecom has experienced physical access line losses and access minute declines due to competition from cable providers offering voice (“VoIP”) and data services via cable modems, from wireless carriers offering local and nationwide voice and data plans, and from other VoIP providers.

 

Cable companies have developed technological improvements that have allowed them to extend their competitive operations beyond major markets and have enabled them to provide a broader range of voice and data services over their cable networks.  Several national cable companies have aggressively pursued the bundling of voice communications, data and video at discounted prices to attract customers from traditional telephone companies.  In addition, cable companies have added value to their internet offerings by increasing speeds at no cost to the customer.  TDS Telecom estimates that 69% of its ILEC access lines face active competition from cable providers at December 31, 2012.  Due to the rural nature of TDS Telecom’s ILEC access lines, 31% of access lines are not subject to cable competition.  Cable companies are increasingly targeting not only residential customers, but commercial customers as well.

 

Wireless telephone service providers offering feature-rich wireless devices and improved network quality constitute a significant source of competition.  Some customers have chosen to completely forego use of traditional wireline telephone service and instead rely solely on wireless service for voice communications services.  This trend is more pronounced among residential customers, which comprise approximately 63% of TDS Telecom’s customer connections as of December 31, 2012. Some small businesses may follow the residential path by choosing wireless service and disconnecting wireline service.  Increasing penetration of wireless broadband services has led to substitution for long-distance calling, which impacts both TDS Telecom’s retail and access revenue.

 

VoIP technology also has improved and has led cable, internet and other communications companies to substantially increase their offerings of VoIP service to commercial and residential customers.  VoIP providers route calls partially or wholly over the Internet, without the use of ILEC circuit switches and, in the case of cable operators and CLECs, without the use of ILEC networks to carry their communications traffic.  VoIP providers frequently use existing internet networks to deliver flat-rate, all-distance calling plans that may also offer features that cannot readily be provided by traditional ILECs.  These plans may also be priced below the prices currently charged for traditional ILEC local and long-distance telephone services.

 

While TDS Telecom positions itself as a high-quality telecommunications provider, it is experiencing competition from Regional Bell Operating Companies (“RBOCs”) (in areas where TDS Telecom competes as a CLEC), other CLECs, cable providers, wireless carriers, and VoIP providers as it seeks to gain and retain customers.  In addition, the RBOCs are continuing to implement technological changes that could impede TDS Telecom’s access to facilities used to provide CLEC telecommunications services.

 

TDS Telecom’s CLEC operations compete with RBOCs on the basis of price, reliability, state-of-the-art technology, product and service offerings, route diversity, ease of ordering, and customer service, including responsiveness to customer needs.  RBOCs have long-standing relationships with their customers and are well-established in their respective markets.  RBOCs are offering increased pricing flexibility for their services and have implemented long-term customer contracts with high cancellation penalties for retention purposes.  RBOCs continue to pursue aggressive “Win back” programs that have been effective in regaining lines lost to CLECs.  TDS Telecom believes that, in general, its CLEC operations provide more attention and responsiveness to customers than RBOCs provide to similar-sized customers in TDS Telecom’s CLEC markets.

 

Wireline Business Development Strategy

 

In the last five years, TDS Telecom has acquired four ILECs for an aggregate consideration of $71 million.  As of the dates they were purchased these companies served a total of 26,600 customer connections.

 

On February 25, 2013, TDS entered into an Asset Purchase Agreement with Baja Broadband, LLC (“Baja”) to acquire substantially all of the assets of Baja for $267.5 million in cash, subject to a working capital adjustment.  Baja is a cable company that passes approximately 212,000 households in markets in Colorado, New Mexico, Texas, and Utah and offers video, broadband and voice services.  The transaction is subject to governmental regulatory approvals, compliance with the Hart-Scott-Rodino Act and other conditions.  Subject to approvals, the transaction is expected to close in the third quarter of 2013.

 

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TDS Telecom may make additional opportunistic acquisitions of telecommunications companies or related service businesses, including cable companies, in the future.  TDS Telecom’s acquisition strategy is to identify and target companies that support cost economies and complement TDS Telecom’s product and services growth strategy.  While management believes that it will be successful in making additional acquisitions, there can be no assurance that TDS or TDS Telecom will be able to negotiate additional acquisitions on terms acceptable to them or that regulatory approvals, where required, will be received.

 

TDS Telecom continually evaluates existing wireline operations and may pursue alternative strategies in selected markets in future periods in order to maximize the return on capital of its overall wireline business.

 

Wireline Regulation

 

Regulatory Environment .  As communications common carriers, TDS Telecom’s ILECs are subject to federal, state and local regulation and TDS Telecom strives to maintain positive relationships with these regulators.  The Communications Act of 1934, as amended by the Telecommunications Act, provides the statutory framework for United States communications policy.  The Federal Communications Commission (“FCC”) generally exercises jurisdiction over all facilities of, and services offered by, communications common carriers to the extent those facilities are used to provide, originate or terminate interstate or international telecommunications.  State public utility commissions (“PUCs”) generally exercise jurisdiction over intrastate communications facilities and services.  Regulators establish and oversee the implementation of the provisions of federal and state telecommunications laws, including interconnection requirements, universal service obligations, promotion of competition, and the deployment of advanced services.  Maximum rates for regulated interstate services are prescribed by the FCC, and local rates paid by end user customers and intrastate access charges paid by carriers that furnish traffic to the TDS Telecom ILECs continue to be subject to state commission approval in many states.  TDS Telecom routinely pursues desired changes in regulation and rate structures in an attempt to maintain affordable rates and reasonable earnings. Revenues generated from access charges to other carriers, support mechanisms and surcharges to end user customers are included in the financial results as components of Residential, Commercial and Wholesale Revenues.

 

Most of the TDS Telecom ILEC subsidiaries participate in both the National Exchange Carrier Association (“NECA”) interstate common line and traffic sensitive access charge tariffs and participate in the access revenue pools administered by the FCC-supervised NECA, which collects and distributes the revenues from interstate access charges.  The FCC retains regulatory oversight over interstate toll (long-distance) rates and other issues relating to interstate telephone service and continues to regulate the interstate access system.  Where applicable, and subject to state regulatory approval, TDS Telecom’s ILEC subsidiaries also utilize intrastate access tariffs and participate in intrastate revenue pools.

 

TDS Telecom’s ILEC subsidiaries also draw from the federal and state universal service funds. Universal service support helps keep services in rural and underserved markets comparable in quality and price to services in more urban markets, as Congress mandated in the Telecommunications Act.  Specifically, the High Cost Program of the federal USF ensures that consumers have access to and pay rates for telecommunications services in rural and underserved areas that are reasonably comparable to those provided in urban areas.  TDS Telecom’s subsidiaries draw from the USF because the cost of providing service in many of its rural markets is high, and all of those costs cannot be recovered solely from customers while still providing service that is reasonably comparable to services in urban markets.

 

TDS Telecom’s CLEC operations, like its ILEC operations, are regulated by federal, state and local agencies.  However, CLECs are subject to significantly less regulation than ILECs. The FCC has established different levels of regulation for “dominant” carriers and “non-dominant” carriers.  For domestic interstate telecommunications services, only incumbent local exchange carriers are classified as dominant carriers.  All other carriers typically are classified as non-dominant.  The FCC regulates many of the rates, charges and services of dominant carriers to a greater degree than those of non-dominant carriers.  As non-dominant carriers, CLECs also are subject to fewer regulatory requirements in connection with their installation and operation of facilities for domestic interstate telecommunications.  CLECs are not required to maintain tariffs for domestic interstate long-distance services.  However, they are required to submit certain periodic reports to the FCC, pay regulatory fees, and meet certain other obligations.

 

The Telecommunications Act requires ILECs to provide requesting carriers such as TDS Telecom’s CLEC with nondiscriminatory access to unbundled network elements (“UNEs”) at cost-based rates.  UNEs are components of ILEC networks that CLECs lease, and in some cases, combine with their own network facilities to provide services to end user customers.  Subsequent rulings have modified the circumstances under which ILECs must make UNEs available to CLECs at cost-based rates, e.g., the extent to which ILECs must unbundle and make available fiber optic lines and broadband hybrid loops.  This has had the practical effect of increasing CLEC costs to deliver certain high-capacity services to customers because CLECs no longer can rely on ILECs to lease them fiber lines and broadband hybrid loops at cost-based rates.  CLEC options can be further limited by the fact that in many jurisdictions ILECs are retiring their copper lines, thus removing those lines as an option for CLEC use as UNEs in connection with the provision of DSL services.  As a result of these factors, TDS Telecom’s CLEC today either must construct its own fiber optic lines and hybrid loops, pay a higher rate to lease these facilities from ILECs, or seek other alternative providers where available.

 

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Federal Regulation

 

TDS Telecom is required to comply with the Telecommunications Act, which requires, among other things, that communications common carriers offer interstate services when requested at just and reasonable rates at terms and conditions that are non-discriminatory.  The Telecommunications Act’s stated objective is to promote competition for the provision of local service by removing regulatory barriers to competing providers.

 

National Broadband Plan.   In 2009, Congress directed the FCC to develop a National Broadband Plan (the “Plan”) to ensure every American has “access to broadband capability.”  In March 2010, the FCC released the Plan which describes the FCC’s goals in enhancing broadband availability and the methods for achieving those goals over the next decade.  Since that time, the FCC has taken steps to implement several aspects of the Plan, including comprehensively reforming its USF and intercarrier compensation regime.

 

USF and ICC Reform Order.   Pursuant to the Plan and subsequent notices of proposed rulemaking, on November 18, 2011, the FCC released a Reform Order adopting reforms of its universal service and intercarrier compensation mechanisms, establishing a new broadband-focused support mechanism, and proposing further rules to advance reform.  Prior to the Reform Order, the intercarrier compensation system had carriers recovering their costs, in part, from one another.  The Reform Order established certain rules for transitioning, over time, from the existing system to one where carriers will recover their costs directly from their end user subscribers.  The Reform Order also was accompanied by a Further Notice of Proposed Rulemaking seeking comment on a range of follow up proposals.  The future proposed rulemaking is especially important to TDS Telecom, as numerous issues relevant to rate of return carriers, such as TDS Telecom, will be addressed in it.  The Reform Order also has been the subject of numerous Petitions for Reconsideration, which have asked the FCC to reconsider portions of its decision, and it is also the subject of a judicial appeal pending before the U.S. Court of Appeals for the Tenth Circuit.  In 2012, TDS Telecom received $219 million in wholesale revenues which included approximately $87 million received under all the USF programs.  TDS Telecom cannot predict the outcome of future rulemaking, reconsideration and legal challenges and as a consequence, the impacts they may have on TDS Telecom’s wholesale revenues.

 

The FCC has determined that the deployment of both wireline and wireless broadband facilities should be supported, with one wireline carrier and one mobile carrier receiving support in each area.  This aspect of the FCC’s decision could subject TDS Telecom to additional competitive forces and improve the financial position of those competitors.

 

For wireline rate of return carriers such as TDS Telecom, the Reform Order establishes a $2 billion annual fund that is intended to maintain existing levels of support in the aggregate while at the same time transitioning support mechanisms so that, over time, rate of return carriers receive support for the deployment of wireline broadband facilities principally through the Connect America Fund (“CAF”) rather than through the intercarrier compensation regime.  To effectuate the first phase of this effort, the Reform Order: establishes benchmarks that limit certain reimbursable capital and operating expenses for determining High Cost Loop Support; reduces High Cost Loop Support on a dollar-for-dollar basis where a carrier’s local rates are set below a specified urban local rate floor; phases out safety net additive support; eliminates local switching support; eliminates support for service areas that overlap with the service areas of others; and imposes a $250 absolute cap on per line support.  Although the Reform Order is intended to permit rate of return carriers to recover any lost support through the explicit support mechanism in the CAF, it remains unclear whether the CAF will provide TDS Telecom with the same level of support over time that TDS Telecom currently receives.

 

With respect to intercarrier compensation, the Reform Order provides for a reduction in the charges that TDS Telecom pays to wireline phone companies to transport and terminate calls that originate on TDS Telecom’s network, which will reduce TDS Telecom’s operating expenses.  However, TDS Telecom also receives revenue from other carriers to transport and terminate calls that originate on those carriers’ networks.  As a general matter, the amount and timeframe for these reductions will depend on the nature of the traffic at issue.  In some cases, such as with the exchange of traffic between wireline and wireless carriers, the reduction is scheduled to occur quickly, whereas in other cases, such as with the exchange of traffic between wireline rate of return carriers, the reduction is scheduled to occur over a period of time.  The fundamental goal of the Reform Order is to, over time, transition all intercarrier compensation to a default “bill and keep” arrangement so that, in the absence of some commercial arrangement, support for the deployment of broadband services is based solely on funds received from the CAF and end-user customers.  As reductions in intercarrier charges increase over the next five to ten years, TDS Telecom’s related revenues and operating expenses are expected to decline.

 

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Net Neutrality.   In 2009, the FCC initiated a rulemaking proceeding designed to codify its existing “Net Neutrality” principles and impose new requirements that could have the effect of restricting the ability of wireless internet service providers to manage applications and content that traverse their networks.  In December 2010, after a lengthy proceeding that considered different approaches, including the “reclassification” of internet access as “common carrier” service under Title II of the Communications Act, the FCC adopted net neutrality rules based on its Title I “ancillary” authority to enforce different parts of the Communications Act. The rules require all providers of broadband internet access, including both fixed (that is, telephone and cable) and wireless providers, to publicly disclose accurate information regarding their network management practices, performance and commercial terms, sufficient for consumers to make informed choices regarding the use of such services. The rules also prohibits all internet service providers from blocking consumers’ access to lawful websites, subject to reasonable network management, and from blocking applications that compete with the provider’s voice or video telephony services, also subject to reasonable network management.  The rules subject providers of fixed but not wireless broadband internet access to a prohibition on “unreasonable discrimination” in transmitting internet traffic over their networks, also subject to reasonable network management. The exemption of wireless providers from this part of the rule reflects a recognition of the capacity constraints and other “special conditions” under which mobile broadband service is offered and the competitive nature of evolving wireless networks. The Reform Order is generally controversial and has been challenged in the courts.  TDS Telecom cannot predict the outcome of such cases.  TDS Telecom also cannot predict the extent to which parties may ask the FCC to apply the rules in circumstances not previously envisioned, which could have the practical effect of expanding their scope and application.

 

American Recovery and Reinvestment Act.   Congress enacted the American Recovery and Reinvestment Act of 2009, (“the Recovery Act”), which provides, among other things, for an aggregate appropriation of $7.2 billion to fund grants and loans to provide broadband infrastructure, access and equipment to consumers residing in rural, unserved or underserved areas of the United States. Under the Recovery Act, TDS Telecom will receive $105.1 million in federal grants and will provide $30.9 million of its own funds to complete 44 projects.  TDS Telecom began these projects in 2011 and expects to complete them before June 2015 as required under the terms of the grants. As of December 31, 2012, TDS Telecom has made $65.0 million of total capital expenditures under this program, has received reimbursement for $21.6 million in grants, and has requested or will request reimbursement for an additional $27.6 million.

 

Other federal regulations.   The FCC and various provisions of federal law require carriers to comply with numerous regulatory requirements.  Compliance with these requirements may be costly and noncompliance can lead to lawsuits and financial penalties.  These requirements include letting subscribers change to competitors’ services without changing their telephone numbers, taking actions to preserve the available pool of telephone numbers, making telecommunications accessible for those with disabilities, monitoring and reporting network outages, and properly handling and protecting customer proprietary network information.  Under the Communications Assistance to Law Enforcement Act, all telecommunications carriers, including TDS Telecom, must implement certain equipment changes necessary to assist law enforcement authorities in achieving an enhanced ability to conduct electronic surveillance of those suspected of criminal activity.  TDS Telecom believes it is in material compliance with these requirements.

 

State Regulation

 

State regulators generally must approve rate adjustments, service areas and service standards and these regulators are authorized to limit the return earned on capital, subject to applicable state law.  In some states, construction plans, borrowing, affiliated charge transactions and certain other financial transactions of ILECs are also subject to regulatory oversight and approval.  Historically, states have designated a single ILEC as the provider of last resort in a local market and then regulated the entry of additional competing providers into the same local market.  However, the Telecommunications Act largely preempted state authority over market entry.  While states retain authority to regulate competitive entry in rural telephone company service areas, states may not impose requirements that effectively function as barriers to entry, and the FCC is required to preempt state requirements if they impose such barriers to entry.

 

As a general matter, TDS Telecom has elected alternative forms of regulation for its ILEC subsidiaries in most states and will continue to pursue alternative regulation, as appropriate, for its remaining ILEC subsidiaries.  Alternative regulation typically limits the ability to increase rates for local service, but relieves TDS Telecom from the requirement to meet certain earnings tests and allows more flexibility in the pricing of enhanced and bundled service offerings.

 

CLECs are also subject to state regulation.  Certain states require CLECs to obtain operating authority prior to initiating intrastate services.  Certain states also require the filing of tariffs or price lists and/or customer-specific contracts.  TDS Telecom’s CLEC operations are not currently subject to rate-of-return or price regulation.  However, CLECs are subject to state-specific quality of service, universal service, periodic reporting and other regulatory requirements, although the extent of these requirements generally is less than those applicable to ILECs.  In addition, local governments may require CLECs to obtain licenses or franchises which regulate the use of public rights-of-way necessary to install and operate their networks.

 

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Hosted and Managed Services

 

TDS HMS provides colocation, dedicated hosting, hosted application management, cloud computing services and planning, engineering, procurement, installation, sales and management of IT infrastructure hardware solutions. TDS HMS was formed in 2010 to participate in the growing IT outsourcing marketplace and to leverage TDS Telecom’s core competencies in network management, IT, customer service and reliability.  During the last three years, TDS has made multiple strategic acquisitions to position TDS HMS in the fast-growing hosted and managed services industry.

 

TDS HMS operations include:

 

·                   Vital Support Systems, LLC (“Vital”) based in Des Moines, Iowa which was acquired in June 2012.

Vital provides technology solutions to businesses which includes the planning, design, procurement, installation, sales and management of business-critical IT components such as servers, security, local and wide area networks, wireless, storage, voice and IP telephony.

 

·                   OneNeck IT Services Corporation (“OneNeck”) located in Scottsdale, Arizona which was acquired in July 2011.

OneNeck provides hosted application management and managed services.  These offerings include a comprehensive, flexible suite of enterprise resource planning (“ERP”) outsourcing solutions designed specifically to help mid-market companies manage their IT infrastructure and applications and improve system performance.

 

·                   TEAM Technologies, LLC (“TEAM”) based in Cedar Falls, Iowa which was acquired in December 2010.

TEAM, now doing business as Vital, provides a wide-range of data center solutions including colocation, managed services, hosted services, and cloud computing to companies that range in size from mid-sized businesses to large business enterprises (“enterprise”).

 

·                   VISI Incorporated (“VISI”) based in Eden Prairie, Minnesota which was acquired in March 2010.

VISI provides a wide-range of data center solutions including colocation, managed services, hosted services, and cloud computing to companies that range in size from mid-sized businesses to enterprise.

 

HMS Business Development Strategy

 

TDS HMS’ business development strategy is to increase its presence in the IT infrastructure, application outsourcing and solution provider markets through organic growth, expansion or acquisition.  TDS HMS’ service platform with coverage across all of its product categories provides the potential for expansion of current products and services to additional markets in or near TDS HMS’ current footprint. TDS HMS may continue to make opportunistic acquisitions of companies that further strengthen its operating market areas and enter additional attractive markets.  In these circumstances customer relationships, management talent, product sets, and operational capabilities are foremost considerations.  As part of this strategy, TDS HMS from time to time may be engaged in negotiations relating to the acquisition, exchange or disposition of companies, products or lines of service.  In general, TDS HMS may not disclose such transactions until there are definitive agreements.

 

HMS Products and Services

 

TDS HMS provides IT equipment and solutions to meet its business customers’ needs across several broad product categories: data center, managed services, hosted services, cloud services and solutions provider services. TDS HMS operates fault tolerant, continuously maintainable data center facilities.  Value is provided to its customers through experienced teams that manage mission critical data centers, cloud, and customer infrastructure 24 hours per day 365 days per year. Statement on Standards for Attestation Engagements 16 (“SSAE 16”) reports, which describe the controls in place at TDS HMS’ facilities, provide assurances to customers that their data is secure, available, and meets processing integrity, confidentiality and privacy requirements. Data centers are the foundation for outsourced IT services, which include managed services, hosted services and cloud services.

 

TDS HMS acquired a line of hosted products including servers, firewalls, and Microsoft® Exchange through its VISI acquisition.  The OneNeck acquisition brought significant expertise in Hosted Application Management, particularly ERP systems, as well as other hosted infrastructure products similar to those of VISI.  Internal development efforts have added capabilities in both the hosted and managed services areas.  TDS HMS is able to support a portfolio of hosted and managed services covering servers, networks, Microsoft Exchange environments, ERP applications, storage and service desk capabilities on equipment located both within TDS HMS data centers and at customer locations.

 

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TDS HMS’ cloud services offering, branded ReliaCloud™, is an Infrastructure as a Service solution designed to run traditional business applications in a secure and compliant operational framework within a cloud environment.  ReliaCloud™ is a complete, enterprise-class cloud solution that handles scalability and high performance data management for use in public, private, and hybrid cloud configurations. The compliant-capable cloud solution is designed for resource intense applications and databases that require a secure operational framework, while enabling customers to meet regulatory compliance requirements.

 

The Vital acquisition added solutions provider services, which include planning, engineering, procurement, installation, sales and management of IT infrastructure solutions from world-class Original Equipment Manufacturers (“OEMs”). The breadth and depth of technical certifications held by team members have allowed Vital to achieve the highest levels of partner status with Cisco Systems®, Hewlett-Packard Company, EMC®, VMware® and Microsoft®.

 

HMS Strategy

 

The goal of TDS HMS is to create, deliver and support a platform of IT products and services tailored for mid-sized businesses customers.  By combining a solution provider’s status as trusted IT advisor with data center assets and an expansive product set, TDS HMS intends to create synergy between the provider and customer. Furthermore, cloud computing presents an opportunity for growth as it is a transformational tool that is changing the way businesses buy computing power and IT services. TDS HMS is positioning itself to grow by building sophisticated sales teams, strong customer service delivery, extensive engineering talent, and deep ties to vendors to partner with customers to reduce their risk profiles and create cost savings.

 

A highly sophisticated sales force is critical to success in the hosted and managed services marketplace.  With the complexity of the sales process and the high level interactions necessary to win customer orders, highly sophisticated account executives, sales engineers and support staff are needed to gain the trust of customers looking to outsource IT functions. TDS HMS continues to enhance its sales capabilities to be able to deliver products and services in all TDS HMS product categories in all of its markets. TDS HMS also has been transforming its support organization into one capable of meeting mid-market customer demands for enhanced product offerings.  TDS HMS is putting in place an integrated, scalable, service delivery platform intended to exceed the quality commitments made to customers.

 

HMS Customers

 

TDS HMS’ customers span multiple industries including healthcare, financial, manufacturing, retail, and government and are located across the United States.

 

HMS Competition

 

The IT services market is large and complex, with a diverse array of segments in which performance and market dynamics vary considerably.  As a result of these dynamics the IT services market is a highly competitive environment.  Market competitors include large diversified telecommunications and technology companies as well as smaller independent companies that focus on mid-sized business customers. In addition, new entrants may emerge and grow rapidly creating additional sources of competition.

 

HMS Regulation

 

TDS HMS is subject to varying degrees of regulation in each of the jurisdictions in which it operates. Federal, state and local laws and regulations, and their interpretation and enforcement may be applicable and may differ significantly among those jurisdictions. These regulations and laws may cover taxation, privacy, data protection, copyrights and other intellectual property, electronic communications and regulations applicable to electronic products and services.  TDS Telecom believes it is in material compliance with these requirements.

 

TDS—Other Items

 

Employees

 

TDS had approximately 12,100 full-time and part-time employees as of December 31, 2012, less than 1% of whom were represented by labor organizations.  TDS considers its relationship with its employees to be good.

 

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Item 1A.  Risk Factors

 

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

 

This Annual Report on Form 10-K, including exhibits, contains statements that are not based on historical facts 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 under “Risk Factors” in this Form 10-K.  Each of the following risks could have a material adverse effect on TDS; 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 following risk factors and other information contained in, or incorporated by reference into, this Form 10-K to understand the material risks relating to TDS’ business.

 

RISK FACTORS

 

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

 

Competition in the telecommunications industry is currently intense and could intensify further in the future due to the general effects of the economy, as well as due to multiple wireless industry factors such as increasing market penetration, decreasing customer churn rates, introduction of new products, new competitors and changing prices.  There is competition in devices and handsets; network quality, coverage, speed and technologies; distribution; pricing; and other categories.  TDS’ ability to compete effectively will depend, in part, on its ability to anticipate and respond to various competitive factors affecting the telecommunications industry.  TDS anticipates that, in the future, competition may cause the prices for products and services to continue to decline and the costs to compete to increase.  Most of TDS’ competitors are national or global telecommunications companies that are larger than TDS, possess greater resources, possess more extensive coverage areas and more spectrum within their coverage areas, and market other services with their communications services that TDS does not offer.  In addition, TDS may face competition from technologies that may be introduced in the future or from new entrants into the industry.  New technologies, services and products that are more commercially effective than the technologies, services and products offered by TDS may be developed.  Further, new technologies may be proprietary such that TDS is not able to adopt such technologies.  There can be no assurance that TDS will be able to compete successfully in this environment.

 

Sources of competition to TDS’ wireless business typically include three to five competing wireless telecommunications service providers in each market, wireline telecommunications service providers, cable companies, resellers (including mobile virtual network operators), and providers of other alternate telecommunications services.  Many of TDS’ wireless competitors and other competitors have substantially greater financial, technical, marketing, sales, purchasing and distribution resources than TDS.

 

TDS’ competitors offer a wide array of wireless service offerings and wireless devices.  There is increasing complexity associated with these wireless product and service offerings and the related pricing.  Further, new wireless services and products and pricing structures are frequently introduced.  Multiple events related to new service offerings, products and pricing offered by TDS’ competitors occurring simultaneously or in close proximity, may impact TDS’ ability to respond to such events and compete effectively.

 

Sources of competition to TDS’ wireline ILEC business include, but are not limited to, resellers of local exchange services, interexchange carriers, Regional Bell Operating Companies (“RBOCs”), satellite transmission service providers, wireless communications providers, cable companies, competitive access service providers, competitive local exchange carriers, Voice over Internet Protocol (“VoIP”) providers and providers using other emerging technologies.  In the future, TDS expects the number of its wireline physical access lines served to continue to be adversely affected by wireless and broadband substitution and by cable company competition.

 

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Sources of competition to TDS’ wireline CLEC business include the sources identified in the prior paragraph as well as the ILEC in each market, which enjoys competitive advantages, including its wireline connection to virtually all of the customers and potential customers of TDS’ CLEC, its established brand name and its substantial financial resources.  TDS’ CLEC is typically required to discount services to win potential customers.  These factors result in lower operating margins for TDS’ CLEC, and make it vulnerable to any discount pricing policies that the ILEC may adopt to exploit its lower-cost structure and greater financial resources.

 

Some of the specific risks presented by certain wireline competitors include:

 

·                   Cable companies — continued deployment of technologies such as DOCSIS 3.0 that substantially increase data transfer speeds, and offering these speeds to customers at relatively low rates, including speed upgrades for no additional charge.

·                   Wireless — the trend of customers “substituting” their wireline connection for a wireless device.

·                   RBOCs — continue to be formidable competitors given their full suite of services, experience and strong financial resources.

·                   VoIP providers — are able to offer voice service at a very low price point.

 

Sources of competition of TDS’ HMS business primarily include large diversified telecommunications and technology companies, as well as smaller independent companies that focus on mid-market companies.  In addition, new entrants may emerge and grow rapidly creating additional sources of competition.  The IT services market is large and complex, with a diverse array of segments in which performance and market dynamics vary considerably.  As a results of these dynamics the IT services market is a highly competitive environment.

 

If TDS does not adapt to effectively compete in such a highly competitive environment, such competitive factors could result in product, service, pricing or cost disadvantages and could have an adverse effect on TDS’ business, financial condition or results of operations.

 

2)              A failure by TDS to successfully execute its business strategy (including planned acquisitions, divestitures and exchanges) or allocate resources or capital could have an adverse effect on TDS’ business, financial condition or results of operations.

 

U.S. Cellular is a regional wireless carrier that operates on a customer satisfaction strategy, seeking to meet customer needs by providing a comprehensive range of wireless products and services, excellent customer support, and a high-quality network.  U.S. Cellular seeks to operate controlling interests in wireless licenses in areas adjacent to or in proximity to its other wireless licenses, thereby building contiguous operating market areas.  U.S. Cellular relies on roaming agreements with other carriers to provide roaming capability to its customers in areas of the U.S. outside its service areas and to improve coverage within selected areas of U.S. Cellular’s network footprint. U.S. Cellular pursues a product and technology strategy which requires it to recognize product and technology advances and quickly adopt and execute rollouts of such advances.  This strategy requires U.S. Cellular to make timely and effective strategic decisions related to technological advances and related products and services, and which of these technological advances to adopt and roll out to its customers.

 

In addition, in pursuit of its business strategy U.S. Cellular is engaged in a number of multi-year initiatives including the development of a new billing and operational support system (“B/OSS”) which will include a new point-of-sale system and consolidate billing on one platform.  These multi-year initiatives involve a substantial financial commitment.

 

Further, U.S. Cellular’s strategic decisions related to the adoption of new technologies are ultimately impacted by such factors as consumer preferences for technologies and the related services and products, and original equipment manufacturer (“OEM”) and standard bodies support of such technologies, including Long-Term Evolution (“LTE”), among other factors.  If U.S. Cellular’s competitors adopt new technologies faster than U.S. Cellular, then consumers who are eager to adopt new technologies more quickly may select U.S. Cellular’s competitors rather than U.S. Cellular as their service provider.  These customers who are early adopters of new technologies are often customers who generate higher average revenue per unit (“ARPU”), and to the extent that U.S. Cellular does not attract these types of customers, U.S. Cellular could be at a competitive disadvantage and have a customer base that generates lower overall ARPU relative to its competition.

 

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As more fully described in the Divestiture Transaction section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, on November 6, 2012, U.S. Cellular entered into a Purchase and Sale Agreement with subsidiaries of Sprint Nextel Corporation.  The Purchase and Sale Agreement provides that U.S. Cellular will transfer to Sprint certain rights and assets, and Sprint will assume certain liabilities, related to U.S. Cellular’s Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets, in consideration for $480 million in cash at closing, subject to pro-rations of certain assets and liabilities.  U.S. Cellular will retain all other assets and liabilities related to the subject markets.  The transaction is subject to FCC approval, compliance with the Hart-Scott-Rodino Act and other conditions.  Subject to the satisfaction or (if permitted) waiver of all conditions, the transaction is expected to close in mid-2013.  The anticipated impacts of the Purchase and Sale Agreement with Sprint and related transactions are subject to risks and uncertainties, including, but not limited to, the ability to obtain regulatory approval, successfully complete the transaction and the actual financial impacts of such transactions.

 

TDS Telecom seeks to be the preferred telecommunications solutions provider in its chosen markets for both residential and commercial customers by developing and delivering high-quality products that meet or exceed customers’ needs and to outperform the competition by maintaining superior customer service.  TDS Telecom’s residential customer strategy is to provide voice, high-speed data, and video services through value-added bundling of products.  The commercial focus is to provide advanced IP-based voice and data services, as well as information technology solutions.  In addition, TDS Telecom seeks to grow through strategic acquisitions.  TDS Telecom is actively investing in the continuing transformation of its networks as it works to deploy advanced technologies and new services. TDS Telecom seeks to capitalize on its strong local presence and strives to champion economic development in its communities by actively advocating with respect to state and federal regulatory frameworks that would enable its operations to grow profitably and continue to meet customer expectations for new and improved services.

 

TDS HMS’ business development strategy is to increase its presence in the IT infrastructure and application outsourcing and solution provider market through organic growth, expansion or acquisition.  TDS HMS’ service platform with coverage across all of its products categories provides the potential for expansion of current products and services to additional markets in or near TDS HMS’ current footprint. TDS HMS may continue to make opportunistic acquisitions of companies that further strengthen its operating market areas and enter additional attractive markets.

 

As described in Note 20 — Subsequent Events in the Notes to Consolidated Financial Statements, on February 25, 2013, TDS entered into an Asset Purchase Agreement with Baja Broadband, LLC (“Baja”), a cable company, to acquire substantially all of the assets of Baja for $267.5 million in cash, subject to a working capital adjustment.  The transaction is subject to governmental regulatory approvals, compliance with the Hart-Scott-Rodino Act and other conditions.  Subject to the satisfaction or (if permitted) waiver of all conditions, the transaction is expected to close in the third quarter of 2013.  The anticipated impacts of the Asset Purchase Agreement with Baja and related transactions are subject to risks and uncertainties, including, but not limited to, the ability to obtain regulatory approval, successfully complete the transaction and the actual financial impacts of such transactions.  TDS may also acquire additional cable companies.  Although similar to some of the other services that TDS provides, TDS has limited recent experience in operating cable companies.  Cable involves different technical, regulatory, business and other factors.   There can be no assurance that TDS will be able to successfully integrate and operate this new business.

 

The successful execution of strategies, the optimal allocation within TDS’ portfolio of assets and optimal capital allocation decisions depend on various internal and external factors, many of which are not in TDS’ control.  TDS’ ability to implement and execute its business strategies and optimally allocate its assets and capital and, as a result, achieve desired financial results, could be affected by such factors.  Such factors include pricing practices by competitors, relative scale, purchasing power, roaming and other strategic agreements, wireless device availability, timing of introduction of wireless devices and other factors.  In addition, there is no assurance that U.S. Cellular’s multi-year initiatives, TDS Telecom’s telecommunications operations’ cost-reduction or customer-retention programs or TDS HMS’ organic growth, expansion and acquisition strategy will be successful.  Even if TDS executes its business strategies as intended, such strategies may not be successful in the long term to profitably sustain growth in revenues or otherwise.

 

A failure by TDS to execute its business strategies successfully or to allocate resources or capital optimally could have an adverse effect on TDS’ businesses, financial condition or results of operations.

 

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3)              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’ business, financial condition or results of operations.

 

Customer acceptance of the telecommunications and IT services that TDS offers is and will continue to be affected by technology and the range of device and service-based differences from competition and by the operational performance, quality, reliability, and coverage of TDS’ networks.  TDS may have difficulty attracting and retaining customers if it is unable to meet customer expectations for a range of services, such as wireless device selection by U.S. Cellular and easy access to a broad variety of applications, or if it is otherwise unable to resolve quality issues relating to its networks, billing systems, or customer care.  Any of these issues may limit TDS’ ability to expand its network capacity or customer base, or otherwise place TDS at a competitive disadvantage to other service providers in its markets.  The levels of customer demand for any TDS next-generation services and products are uncertain.  Customer demand could be impacted by differences in the types of services offered, service content, technology, footprint and service areas, network quality, customer perceptions, customer care levels and rate plans.

 

4)              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.

 

The telecommunications industry and IT services industry are experiencing significant changes in technologies and services expected by customers.  Future technological changes or advancements may enable other technologies to equal or exceed TDS’ current levels of service and render its system infrastructure obsolete.  New technologies or services often render existing technology products, services or infrastructure obsolete, too costly or otherwise unmarketable. TDS’ system infrastructure may not be able to accommodate new product features and functionality, new reporting requirements, new capacity requirements or deployment of complex next generation services.  If TDS is unable to meet future advances in or changes in competing technologies on a timely basis, or at an acceptable cost, it may not be able to compete effectively with other carriers, which could result in lost customers and revenues.  This could have an adverse effect on TDS’ business, financial condition or results of operations.

 

5)              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.

 

TDS’ wireless customers can access another carrier’s digital system automatically only if the other carrier allows TDS’ customers to roam on its network.  TDS relies on roaming agreements with other carriers to provide roaming capability to its customers in areas of the U.S., Mexico and Canada outside of its service areas and to improve coverage within selected areas of TDS’ network footprint.  Such agreements cover traditional voice services as well as data services, which are an area of strong growth for TDS and other carriers.  Although TDS currently has long-term roaming agreements with certain other carriers, these agreements generally are subject to renewal and termination if certain events occur.  FCC rules require wireless carriers to offer some roaming arrangements to other carriers on reasonable terms and conditions. However, carriers frequently disagree on what constitutes reasonable terms and conditions.  Pursuant to FCC orders issued in 2007 and 2011, commercial mobile service providers are required to provide automatic roaming voice and data services to other providers on just, reasonable and non-discriminatory terms.  In December 2012, the data roaming requirement was upheld by the United States Court of Appeals for the District of Columbia Grant against an appeal filed by Verizon Wireless.  The FCC will, however, determine what is just and reasonable on a case by case basis, taking into account the totality of circumstances.  As yet, the FCC has not issued any rulings concerning these requirements.  At this time, there is no assurance that TDS will be able to enter into agreements to provide roaming services using 4G LTE or other technologies or that it will be able to do so on reasonable or cost effective terms.

 

Some competitors may be able to obtain lower roaming rates than TDS is able to obtain because they have larger call volumes or may be able to reduce roaming charges by providing service principally over their own networks.  In addition, the quality of service that a wireless carrier delivers during a roaming call may be inferior to the quality of service TDS provides, the price of a roaming call may not be competitive with prices of other wireless carriers for such call, and TDS’ customers may not be able to use some of the advanced features, such as voicemail notification or data applications, that TDS customers enjoy when making calls on TDS’ network.  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.  In addition, TDS’ wireless technology may not be compatible with technologies used by other carriers, which may limit the ability of TDS to enter into voice or data roaming agreements with such other carriers.  TDS’ roaming partners could switch their business to new operators or, over time, to their own networks.  Changes in roaming usage patterns, rates for roaming minutes or data usage or relationships with carriers whose customers generate roaming minutes or data use on TDS’ network could have an adverse effect on TDS’ revenues and revenue growth.

 

To the extent that TDS’ key roaming partners expand their networks in TDS’ service areas, the roaming arrangements between TDS and these key roaming partners could become less strategic to such key roaming partners.  That is, these key roaming partners will have fewer or less extensive geographic areas where roaming services are required by their customers and, as a result, the roaming arrangements could become less critical to serving their customer base.  This presents a risk to TDS in that, to the extent TDS is not able to enter into economically viable roaming arrangements with key roaming partners, this could impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network.

 

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If TDS is unable to obtain or maintain roaming agreements with other wireless carriers that contain pricing and other terms that are competitive and acceptable to TDS, and that satisfy TDS’ quality and interoperability requirements, its business, financial condition or results of operations could be adversely affected.

 

6)              TDS currently receives a significant amount of roaming revenues from its wireless business.  Further consolidation within the wireless industry, continued network build-outs by other wireless carriers and/or the inability to negotiate 4G LTE roaming agreements with other operators could cause roaming revenues to decline from current levels, which would have an adverse effect on TDS’ business, financial condition and results of operations.

 

TDS’ revenues include roaming revenues related to the use of TDS’ network by other wireless carriers’ customers who travel within TDS’ coverage areas.  Changes in the network footprints of carriers due to mergers, acquisitions or network expansions could have an adverse effect on TDS’ roaming revenues.  For example, consolidation among other carriers which have network footprints that currently overlap TDS’ network could decrease the amount of roaming revenues for TDS.  In 2012, U.S. Cellular launched services based on 4G LTE technology in conjunction with King Street Wireless L.P.  As of December 31, 2012, U.S. Cellular deployed 4G LTE technology that covered approximately 61% of its postpaid customers and anticipates further expansion in 2013.  Further industry consolidation, network expansions by other wireless carriers or the inability to negotiate 4G roaming agreements with other operators could cause current roaming revenues to decline, which would have an adverse effect on TDS’ business, financial condition and results of operations.

 

7)              A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS’ business, financial condition or results of operations.

 

TDS’ wireless business depends on the ability to use portions of the radio spectrum licensed by the FCC.  TDS could fail to obtain access to sufficient spectrum capacity in new or existing critical markets, whether through FCC auctions or other transactions, in order to meet the anticipated spectrum requirements associated with increased demand for existing services, especially increases in customer demand for data services, and to enable deployment of next-generation services.  TDS believes that this increased demand for data services reflects a trend that will continue for the foreseeable future; as such, TDS could fail to accurately forecast its future spectrum requirements considering changes in customer usage patterns, technology requirements and the expanded demands of new services.  Such a failure could have an adverse impact on the quality of TDS’ services or TDS’ ability to roll out such future services in some markets, or could require that TDS curtail existing services in order to make spectrum available for next-generation services.  Spectrum constrained providers could be effectively capped in increasing market share.  As spectrum constrained providers gain customers, they use up their network capacity.  Since they lack spectrum, they can respond to demand only by adding cell sites, which is capital intensive, limited by zoning considerations, and ultimately may not be cost effective.  TDS may acquire access to spectrum through a number of alternatives, including participation in spectrum auctions, partnering on a non-controlling basis with other auction applicants (“Other Applicants”) and other acquisitions and exchanges.  As required by law, the FCC has conducted auctions for licenses to use some parts of the radio spectrum.  The decision to conduct auctions, and the determination of what spectrum frequencies will be made available for auction, are made by the FCC pursuant to laws that they administer.  The FCC may not be able to allocate spectrum sufficient to meet the demands of all those wishing to obtain licenses for new market entry or to expand their spectrum holdings to meet the expanding demand for data services or to address other spectrum constraints.  TDS or Other Applicants may not be successful in FCC auctions in obtaining the spectrum that either believes is necessary to implement its business and technology strategies.  In addition, newly auctioned spectrum may not be compatible with existing spectrum, and vendors may not create suitable products to use such spectrum.  Further, access to use spectrum won in FCC auctions may not be available on a timely basis.  Such access is dependent upon the FCC actually granting licenses won in the various auctions, which can be delayed for various reasons, including the possible need for the FCC to transition current users of spectrum to other portions of the radio spectrum.  TDS also may seek to acquire radio spectrum through purchases and exchanges with other spectrum licensees.  However, TDS may not be able to acquire sufficient spectrum through these types of transactions, and TDS may not be able to complete any of these transactions on favorable terms.

 

8)              To the extent conducted by the Federal Communications Commission (“FCC”), TDS is likely to participate in FCC auctions of additional spectrum in the future as an applicant or as a noncontrolling partner in another auction applicant and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.

 

From time to time, the FCC conducts auctions through which additional spectrum is made available for the provision of wireless services.  TDS has participated in such auctions in the past and is likely to participate in other auctions conducted by the FCC in the future as an applicant or as a non-controlling partner in another auction applicant.  FCC anti-collusion rules place certain restrictions on business communications and disclosures by participants in an FCC auction.  These anti-collusion rules may restrict the normal conduct of TDS’ business and/or disclosures by TDS relating to an FCC auction, which could last three to six months or more.  The restrictions could have an adverse effect on TDS’ business, financial condition or results of operations.

 

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

 

TDS’ operations are subject to varying degrees of regulation by the FCC, state public utility commissions and other federal, state and local regulatory agencies and legislative bodies.  Adverse decisions or increased regulation by these regulatory bodies could negatively impact TDS’ operations by, among other things, increasing TDS’ costs of doing business, permitting greater competition or limiting TDS’ ability to engage in certain sales or marketing activities.  New regulatory mandates or enforcement may require unexpected or changed capital investment, lost revenues, changes in operations or other changes.

 

TDS’ wireless business requires licenses granted by the FCC to provide wireless telecommunications services.  Typically, such licenses are issued for an initial ten-year term and may be renewed for additional ten-year terms, subject to FCC approval of the renewal applications.  Failure to comply with FCC requirements in a given service area could result in the revocation of TDS’ license for that area or in the imposition of fines.  Court decisions and rulemakings could have a substantial impact on TDS’ wireless operations, including rulemakings on intercarrier access compensation and universal service.  Litigation and different objectives among federal and state regulators could create uncertainty and delay TDS’ ability to respond to new regulations.  TDS is unable to predict the future actions of the various regulatory bodies that govern TDS, but such actions could have adverse effects on TDS’ wireless business.

 

TDS’ wireline operations are subject to varying degrees of regulation by the FCC, state public utility commissions and other federal, state and local regulatory agencies and legislative bodies.  Adverse decisions or increased regulation by these regulatory bodies could negatively impact TDS’ operations by, among other things, increasing TDS’ costs of doing business, permitting greater competition or limiting TDS’ ability to engage in certain sales or marketing activities.  TDS is unable to predict the future actions of the various regulatory bodies that govern TDS, but such actions could have adverse effects on TDS’ wireline business.

 

TDS’ ILECs have been granted permission to operate by each of the states in which they operate.  TDS is subject to regulation from the regulatory commissions in each of these states as well as from the FCC.  State regulatory commissions have primary jurisdiction over local and intrastate rates that TDS charges customers, including, without limitation, other telecommunications companies, and service quality standards.  The FCC has primary jurisdiction over the interstate access rates that TDS charges other telecommunications companies that use TDS’ network and other issues related to interstate service.  TDS receives a substantial amount of its ILEC revenues from interexchange carriers for providing access to its network and from compensation from the USF and other support funds.  Future revenues, costs, and capital investment in TDS’ wireline business could be adversely affected by material changes to these regulations including but not limited to changes in intercarrier compensation, state and federal universal service support, and the treatment of VoIP traffic.

 

Although TDS’ CLECs are not subject to regulatory review in the same way as the ILECs, the viability of their business model depends on FCC and state regulations.  Court decisions and regulatory developments relating to unbundled network elements (“UNEs”) and access and transport options could negatively affect the CLEC’s ability to obtain access to certain local networks or to provide broadband services to end users and/or could increase the CLEC’s cost of providing some services.  As a result of certain court decisions and regulatory developments, TDS has phased-out most of its CLEC operations that relied on an unbundled network element-platform provided by incumbent carriers.  Moreover, the further loss of some access and transport options as a result of future developments would be unfavorable for TDS’ CLEC operations and could negatively affect their ability to provide broadband services to end users.

 

In March 2010, the FCC released its National Broadband Plan (the “Plan”) which describes the FCC’s goals for enhancing broadband availability and the methods for achieving those goals over the next decade.  The FCC notes that about one-half of the Plan will be addressed by the FCC, while the remainder would be addressed by Congress, the Executive Branch and state and local governments working closely with private and non-profit sectors.  TDS cannot predict the outcome of these deliberations or what effects any final rules, regulations or laws may have on its ability to compete in the provision of wireline and wireless broadband services to its customer base. Changes in regulation or the amount or distribution of USF funds to U.S. Cellular, TDS Telecom and other telecommunications service providers could impact competition in certain of U.S. Cellular’s and TDS Telecom’s service areas, and could have an adverse effect on TDS’ business, financial condition or results of operations.

 

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In 2009, the FCC initiated a rulemaking proceeding designed to codify its existing “Net Neutrality” principles and impose new requirements that could have the effect of restricting the ability of wireless internet service providers to manage applications and content that traverse their networks.  In December 2010, after a lengthy proceeding, which considered different approaches, including the “reclassification” of internet access as “common carrier” service under Title II of the Communications Act, the FCC adopted a net neutrality rule based on its Title I “ancillary” authority to enforce different parts of the Communications Act, which rule is now in effect. The rule requires all providers of broadband internet access, including both fixed (that is, telephone and cable) and wireless providers, to publicly disclose accurate information regarding their network management practices, performance and commercial terms sufficient for consumers to make informed choices regarding the use of such services. The rule also prohibits all internet providers from blocking consumers’ access to lawful websites, subject to reasonable network management, and from blocking applications that compete with the provider’s voice or video telephony services, also subject to reasonable network management. The rule subjects the providers of fixed but not wireless broadband internet access to a prohibition on “unreasonable discrimination” in transmitting internet traffic over their networks, also subject to reasonable network management. The exemption of wireless providers from this part of the rule reflects a recognition of the capacity constraints and other “special conditions” under which mobile broadband service is offered and the competitive nature of evolving wireless networks. Thus, the FCC at this time considered it appropriate to take only the “measured steps” with respect to mobile broadband service reflected in the rule. The order is controversial and has been challenged in the courts.  TDS cannot predict the outcome of such cases.

 

In 2010, Congress enacted the Twenty-First Century Communications and Video Accessibility Act (“CVAA”), to ensure that people with disabilities have access to “advanced communications services” (“ACS”). The CVAA is currently the subject of two FCC rulemakings. The first deals with access to ACS generally and specifically with access to mobile “browsers” by persons who are blind or who have visual impairments. The second deals with the closed captioning obligations of wireless manufacturers and wireless providers. There are also recordkeeping and reporting requirements, which come into effect in March and April of 2013, respectively. As of October 1, 2013, a mobile phone manufacturer that includes a browser in its device or a mobile phone provider such as TDS that sells a mobile phone which includes such a browser must ensure that the browser functions are accessible to and usable by individuals who are blind or who have a visual impairment, unless doing so is not achievable. As of January 1, 2014, wireless carriers will be required to deliver all programming received from a video programming owner or other origination source containing closed captioning with the original closed captioning data intact, unless such programming is recaptioned or the captions are reformatted by the programming distributor. TDS is working with its trade association, with standards setting organizations and with its vendors to comply with these requirements. However, its ability to comply is uncertain, and a failure to comply would have an adverse effect on its business owing to possible FCC forfeitures.

 

TDS HMS is subject to varying degrees of regulation in each of the jurisdictions in which it operates.  Federal, state, and local laws and regulations and their interpretation and enforcement may be applicable and may differ significantly among those jurisdictions.  These regulations and laws may cover taxation, privacy, data protection, copyrights and other intellectual property, electronic communications and regulations applicable to electronic products and services.  These laws can be costly to comply with, can be a significant diversion to management’s time and effort, and can subject TDS to claims or other remedies, as well as negative publicity.  Many of these laws were adopted prior to technological developments in the IT services industry and, as a result, do not contemplate or address the unique issues that such industry and related technologies produce.  Some of the laws that do reference such industry and related technologies have been and continue to be interpreted by the courts, but their applicability and scope remain largely uncertain.

 

TDS’ operations are subject to various federal, state and local environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and wastes. TDS’ operations involve the use of materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions and other materials. Unexpected events, equipment malfunctions and human error, among other factors, can lead to violations of environmental laws, regulations or permits. To the extent any hazardous substances or any other substance or material must be cleaned up or removed from TDS property or property leased by TDS, it may be responsible under applicable laws, regulations or leases for the removal or cleanup of such substances or materials, the cost of which could be substantial.

 

Fluctuations in the price of power can increase the cost of energy used by TDS’ businesses. Federal legislative proposals have been considered that would, if adopted, implement various forms of regulation or taxation to reduce or mitigate greenhouse gas emissions. Some states have also considered or adopted laws intended to limit fuel consumption and/or encourage the use of renewable energy for the same purpose. Regulation of greenhouse gas emissions could increase the costs of electricity or petroleum, and these cost increases could consequently increase TDS’ costs for electricity or emergency generator fuels. TDS could be directly subject to taxes, fees or costs, or could indirectly be required to reimburse electricity providers for such costs as a result of such regulation.  The impacts of climate change could increase costs of operation due to, for example, higher maintenance and repair costs due to extreme weather events or an increase in energy use in order to maintain the temperature of equipment used in TDS’ operations.

 

Regulations regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries may require TDS to take various actions.  Depending on the nature and extent of actions required to be taken by TDS, these regulations may have an adverse effect TDS’ business, financial condition or results of operations.

 

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In addition, new or amended regulatory requirements could increase TDS’ costs and divert resources from other initiatives.

 

TDS attempts to timely and fully comply with all regulatory requirements.  However, in certain circumstances, TDS may not be able to timely or fully comply with all regulatory requirements due to various factors, including changes to regulatory requirements, limitations in or availability of technology, insufficient time provided for compliance, problems encountered in attempting to comply or other factors.  Any 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.

 

10)       Changes in Universal Service Fund (“USF”) funding and/or intercarrier compensation could have an adverse impact on TDS’ business, financial condition or results of operations.

 

USF and ICC Reform Order .  On November 18, 2011, pursuant to the Plan and subsequent notices of proposed rulemaking, the FCC released a Report and Order and Further Notice of Proposed Rulemaking (“Reform Order”) adopting reforms of its universal service and intercarrier compensation mechanisms, and proposing further rules to advance reform.  The Reform Order substantially revises the current USF high cost program and intercarrier compensation regime.  The current USF program, which supports voice services, is to be phased out over time and replaced with the Connect America Fund (“CAF”), a new Mobility Fund, and a Remote Area Fund, which will collectively support broadband-capable networks.  Mobile wireless carriers such as TDS are eligible to receive funds in both the CAF and the Mobility Fund, although some areas that TDS currently serves may be declared ineligible for support if they are already served, or are subject to certain rights of first refusal by incumbent carriers.

 

The FCC has determined that both wireline and wireless facilities should be supported, with one wireline carrier and one mobile carrier receiving support in each area.

 

For wireline rate of return carriers such as TDS Telecom, the Reform Order establishes a $2 billion fund that is intended to maintain existing levels of support in the aggregate while at the same time transitioning support mechanisms so that, over time, rate of return carriers receive support for the deployment of wireline broadband facilities principally through the CAF rather than through the intercarrier compensation regime.  To effectuate the first phase of this effort, the Reform Order established benchmarks that limit certain reimbursable capital and operating expenses for determining High Cost Loop Support; reduces High Cost Loop Support on a dollar-for-dollar basis where a carrier’s local rates are set below a specified urban local rate floor; phases out safety net additive support; eliminates local switching support; eliminates support for service areas that overlap with the service areas of others; and imposes a $250 absolute cap on per line support.  Although the Reform Order is intended to permit rate of return carriers to recover any lost support through the explicit support mechanism in the CAF, it remains unclear whether the CAF will provide TDS Telecom with the same level of support over time that TDS Telecom receives today.

 

TDS’ wireless operations will be subject to a different funding mechanism, the Mobility Fund, which will be implemented in two phases.  The Phase I Mobility Fund is providing one-time funding through a reverse auction to fill in coverage in “dead zones” that currently lack “3G” wireless service.  In Phase I, $300 million has been allocated throughout the country and an additional $50 million has been set aside for tribal lands.  The Phase II Mobility Fund will have a budget of up to $500 million per year (up to $100 million of which is reserved for tribal lands), with the method of disbursement to be determined in a Further Notice of Proposed Rulemaking (“FNPRM”).  Phase II funding will be provided to areas that lack “4G” wireless service.  The CAF will support service to homes, businesses, and anchor institutions, using any technology that can meet the technical requirements.

 

The terms and rules for participating in the CAF for wireless ETCs have not been developed yet by the FCC.  It is uncertain whether TDS will obtain support through any of these replacement mechanisms to the current USF funding regime.  If TDS is successful in obtaining support, it will be required to meet certain regulatory conditions to obtain and retain the right to receive support including, for example, allowing other carriers to collocate on TDS’ towers, allowing voice and data roaming on U.S. Cellular’s network, and submitting various reports and certifications to retain eligibility each year.  It is possible that additional regulatory requirements will be imposed pursuant to the FCC’s Reform Order.

 

On September 27, 2012, the FCC conducted a single round, sealed bid, reverse auction to award up to $300 million in one-time Mobility Fund Phase I support to successful bidders that commit to provide 3G, or better, wireless service in areas designated as unserved by the FCC.  This auction was designated by the FCC as Auction 901.  As announced on October 3, 2012, TDS and several of its wholly-owned subsidiaries participated in Auction 901. TDS and its subsidiaries were winning bidders in eligible areas within 10 states and will receive up to $40.1 million in support from the Mobility Fund.  As part of the auction rules, winning bidders must complete network build-out projects to provide 3G or 4G service to these areas within two or three years, respectively, and must also make their networks available to other providers for roaming.  Winning bidders will receive support funding primarily upon achievement of coverage milestones defined in the auction rules.

 

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Current USF support for TDS’ wireless operations is scheduled to be phased down. Support for 2012 (excluding certain adjustments) was frozen on January 1, 2012 using support for 2011 as a baseline and was reduced by 20% starting in July 2012.  The reduction in USF support that TDS otherwise would have received in 2012 was approximately $16 million.  Support will be further reduced by 20% in July of each subsequent year; however, if the Phase II Mobility Fund is not operational by July 2014, the phase down will halt at that time and U.S. Cellular will receive 60% of its baseline support until the Phase II Mobility Fund is operational.

 

With respect to intercarrier compensation, the Reform Order provides for a reduction in the charges that TDS pays to wireline phone companies to transport and terminate calls that originate on TDS’ network, which will reduce TDS’ operating expenses.  However, TDS also receives revenue from other carriers to transport and terminate calls that originate on those carriers’ networks.  As a general matter, the amount and timeframe for these reductions will depend on the nature of the traffic at issue.  In some cases, such as with the exchange of traffic between wireline and wireless providers, the reduction is scheduled to occur quickly, whereas in other cases, such as with the exchange of traffic between wireline rate of return carriers, the reduction is scheduled to occur over a period of time.  The fundamental goal of the Reform Order is to, over time, transition all intercarrier compensation to a default “bill and keep” arrangement so that, in the absence of some commercial arrangement, support for the deployment of broadband services is based solely on funds received from the CAF.  As reductions in intercarrier charges increase over the next five to ten years, TDS’ related revenues and operating expenses are expected to decline.  The Reform Order was accompanied by a Further Notice of Proposed Rulemaking seeking comment on a range of additional proposals.  Any future rulemaking that results from these proposals could be important to TDS Telecom, as a number of the proposals are relevant to rate of return carriers, such as TDS Telecom.

 

The FCC’s Reform Order, and any subsequent orders it adopts to reform universal service and intercarrier compensation, are subject to judicial review.  A number of parties have asked the FCC to reconsider certain aspects of its Reform Order and a number of other parties have sought judicial review.  TDS cannot predict the timing or outcome of any such requests for reconsiderations or appeals or whether such actions will result in an adverse effect on TDS’ business, financial condition or results of operations.

 

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

 

TDS’ businesses are highly technical and competition for skilled talent in the telecommunications and IT services industries is aggressive.  Due to competition for qualified management, technical, sales and other personnel and TDS’ relative size in comparison to much larger competitors, there can be no assurance that TDS will be able to continue to attract and/or retain qualified personnel necessary for the development of its business.  The loss of the services of existing key personnel as well as the failure to recruit additional qualified personnel in a timely manner could have an adverse effect on TDS’ business, financial condition or results of operations.

 

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

 

TDS’ assets are concentrated primarily in the U.S. telecommunications industry and the United States.  The U.S. telecommunications industry is facing significant change and an uncertain operating environment.  Although TDS has a growing HMS business, TDS has not substantially diversified its revenue streams outside of its two principal businesses, wireless and wireline telecommunications.  TDS’ focus on the U.S. telecommunications industry, together with its positioning relative to larger competitors with greater resources within the industry, may represent increased risk for investors due to the lack of diversification.  This could have an adverse effect on TDS’ ability to profitably sustain long-term revenue growth and could have an adverse effect on its business, financial condition or results of operations.

 

13)       TDS’ lower scale relative to larger competitors could adversely affect its business, financial condition or results of operations.

 

There has been a trend in the telecommunications, IT services and related industries in recent years towards consolidation of service providers through acquisitions, reorganizations and joint ventures.  TDS expects this trend towards consolidation to continue, leading to larger competitors over time. TDS has lower scale efficiencies compared to larger competitors.  TDS may be unable to compete successfully with larger companies that have substantially greater financial, technical, marketing, sales, purchasing and distribution resources or that offer more services than TDS, which could adversely affect TDS’ revenues and costs of doing business.  Specifically, TDS’ smaller scale relative to most of its competitors could have the following impacts:

 

·                   Increased operating costs due to lack of leverage with vendors.

·                   Limited opportunities for strategic partnerships as potential partners are focused on wireless and wireline carriers with greater scale.

·                   Limited access to content.

·                   Limited access to wireless devices.

·                   Limited ability to influence industry standards.

 

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·                   Reduced ability to invest in research and development of new products and services.

·                   Vendors may deem TDS non-strategic and not develop or sell products and services to TDS, particularly where technical requirements differ from those of larger companies.

·                   Limited access to intellectual property.

·                   Other limited opportunities such as for software development, third party distribution, and amortization of fixed costs.

 

TDS’ telecommunications businesses increasingly depend on access to content for data, music or video services and their access to new wireless devices and other devices being developed by vendors.  TDS’ ability to obtain such access depends in part on other parties.  If TDS is unable to obtain timely access to content for data, music or video services or timely access to new wireless devices being developed by vendors, its business, financial condition or results of operations could be adversely affected.

 

As a result of the foregoing, TDS’ lower scale relative to larger competitors could adversely affect TDS’ business, financial condition or results of operations.

 

14)       Changes in various business factors could have an adverse effect on TDS’ business, financial condition or results of operations.

 

Changes in any of several factors could have an adverse effect on TDS’ business, financial condition or results of operations.  These factors include, but are not limited to:

 

·                   Demand for or usage of services, particularly data services;

·                   Customer preferences, including internet speed and type of wireless devices;

·                   Customer perceptions of network quality and performance;

·                   The pricing of services;

·                   The overall size and growth rate of TDS’ customer base;

·                   Average revenue per customer;

·                   Penetration rates;

·                   Churn rates;

·                   Selling expenses;

·                   Net customer acquisition and retention costs;

·                   Customers’ ability to pay for services and the potential impact on bad debts expense;

·                   Roaming agreements and rates;

·                   Third-party vendor support;

·                   The mix of products and services offered by TDS and purchased by customers; and

·                   The costs of providing products and services.

 

15)       Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.

 

The telecommunications and IT services industries are experiencing significant technological change.  In the telecommunications industry, this is evidenced by evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new services, and products, and enhancements and changes in end-user requirements and preferences.  Widespread deployment of technologies such as “Wi-Fi,” which does not rely on exclusively-licensed spectrum, Voice over Internet Protocol (“VoIP”), advances in High Speed Packet Access (“HSPA”), and the deployment of fourth generation technologies (“4G”) such as LTE or Worldwide Interoperability for Microwave Access (“WiMAX”), could cause the technology used on TDS’ wireless networks to become less competitive or obsolete.  In addition, wider deployment and use of VoIP could cause a decrease in demand for TDS’ traditional circuit-switched telephone services.  Specifically, VoIP providers have lower barriers to entry into the telecommunications business, are able to avoid access charges in many cases, and may use a strategy of offering voice service for free or at a marginally profitable rate in order to sell other services and content to customers.  Also, high speed wireless networks (“wireless broadband”) represent a product offering and opportunity for TDS’ wireless business, but also represent a risk for TDS’ wireline business as customers may elect to substitute their wireline broadband connection for wireless broadband.  Further, fixed-mobile convergence services that combine wireline broadband services with mobile services represent a competitive threat.  In addition, the IT services market is characterized by rapidly changing technology and services.  TDS may not be able to respond to such changes and implement new technology on a timely or cost-effective basis, which could reduce its revenues or increase its costs of doing business.  If TDS cannot keep pace with these technological changes or other changes in the telecommunications or IT services industries over time, its financial condition, results of operations or ability to do business could be adversely affected.

 

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16)       Complexities associated with deploying new technologies present substantial risk.

 

Complexities associated with deploying new technologies present substantial risk to TDS’ businesses.

 

TDS’ wireless business has selected 4G LTE technology as its approach to address demand for services enabled by fourth generation wireless technology.  The deployment of 4G LTE technology is impacted by a number of technical challenges.

 

Manufacturers of wireless devices (“Original Equipment Manufacturers” or “OEMs”) must design and manufacture equipment that operates on the frequency bands available to TDS.  This may involve software and hardware support for such bands in wireless device chipsets as well as band-specific designs for components such as filters.  OEMs, chipset manufacturers, and component manufacturers will likely prioritize the support of frequency bands that are specified by the largest wireless carriers.  Given TDS’ smaller scale relative to its competitors, certain bands of spectrum licensed to TDS and its affiliates in certain cases represent a lower priority for chipset and wireless device manufacturers.  As a result, the timing and the availability of wireless devices to support TDS’ continued 4G LTE roll out could be negatively impacted.  In addition, due to TDS’ relatively smaller scale, the cost of such equipment could be higher for TDS than for TDS’ competitors.

 

Additionally, the efficiency of LTE networks and the peak speeds they can provide are optimized when the technology is deployed in larger channel bandwidths that, in early releases of LTE, require larger amounts of contiguous spectrum.  To the extent that TDS’ competitors have access to larger contiguous spectrum positions, they may be able to offer faster speeds or provision their networks more efficiently.  In order for TDS to realize the same LTE data transfer speeds as competitors, it is important that both network infrastructure and device manufacturers support non-contiguous spectrum aggregation features for TDS.

 

Lack of wireless devices available to TDS to support its continued 4G LTE roll out, comparatively smaller spectrum positions for initial 4G LTE deployments, or carrier aggregation standards that result in TDS delivering slower 4G LTE data transfer speeds relative to its competitors, could have an adverse impact on TDS’ business, financial condition and results of operations.

 

In addition, in March of 2012, the FCC adopted a NPRM with respect to promoting LTE device interoperability in 700 MHz commercial spectrum. This NPRM is intended to evaluate whether possible interference concerns to Lower 700 MHz B and C Block licensees can be resolved either by agreement on the part of these licensees to be interoperable with the Lower 700 MHz A Block licensees, or by a regulatory mandate for such interoperability. In the event the FCC finds that these interference concerns are minimal or can be reasonably mitigated, then the FCC, along with the industry, could adopt policies to ensure device interoperability which will enhance the access of U.S. Cellular to an expanded array of advanced 4G LTE devices designed to operate on 700 MHz commercial spectrum.

 

TDS Telecom’s diversified telecommunications business is deploying technologically advanced wireline services including advanced DSL, fiber optic and Very-high-speed digital subscriber line 2 (“VDSL2”) technologies. A significant amount of the product development and integration risks are borne by TDS.  Further, the simultaneous rollout of these advanced services and technologies increases the execution risk.  If TDS fails to effectively deploy new technologies and products on a timely basis, this could have an adverse impact on TDS’ business, financial condition and results of operations.

 

The TDS HMS business is also continuously evaluating and deploying advances in technology relating to IT services.  If TDS HMS fails to effectively deploy new technologies and products on a timely basis, this could have an adverse impact on its business, financial condition and results of operations.

 

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17)       TDS is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of these fees are subject to great uncertainty.

 

Telecommunications providers pay a variety of surcharges and fees on their gross revenues from interstate and intrastate services, including USF fees and common carrier regulatory fees. The division of services between interstate services and intrastate services, including the divisions associated with the federal USF fees, is a matter of interpretation and may in the future be contested by the FCC or state authorities. The FCC also may change in the future the basis on which federal USF fees are charged. The Federal government and many states also apply transaction-based taxes to sales of TDS products and services and to purchases of telecommunications services from various carriers. In addition, state regulators and local governments have imposed and may continue to impose various surcharges, taxes and fees on TDS services. The applicability of these surcharges and fees to its services is uncertain in many cases and jurisdictions may contest whether TDS has assessed and remitted those monies correctly.  Periodically state and federal regulators may increase or change the surcharges and fees TDS currently pays.  In some instances TDS passes through these charges to its customers.  However, Congress, the FCC, state regulatory agencies or state legislatures may limit the ability to pass through transaction-based tax liabilities, regulatory surcharges and regulatory fees imposed on TDS to customers.  TDS may or may not be able to recover some or all of those taxes from its customers and the amount of taxes may deter demand for its services or increase its cost to provide service which could have an adverse effect on its business, financial condition or operating results.

 

18)       Changes in TDS’ enterprise value, changes in the market supply or demand for wireless licenses, wireline markets or IT service providers, adverse developments in the businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of its license costs, goodwill and/or physical assets.

 

A large portion of TDS’ assets consists of indefinite-lived intangible assets in the form of licenses and goodwill.  TDS also has substantial investments in long-lived assets such as property, plant and equipment.  TDS reviews its licenses, goodwill and other long-lived assets for impairment annually or whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable.  An impairment loss may need to be recognized to the extent the carrying value of the assets exceeds the fair value of such assets.  The amount of any such impairment loss could be significant and could have an adverse effect on TDS’ reported financial results for the period in which the loss is recognized.  The estimation of fair values requires assumptions by management about factors that are uncertain including future cash flows, the appropriate discount rate and other factors.  Different assumptions for these factors could create materially different results.

 

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

 

As part of TDS’ operating strategy, TDS from time to time may be engaged in negotiations relating to the acquisition, divestiture or exchange of companies, strategic properties or wireless spectrum.  TDS may change the markets in which it operates and the services that it provides through the acquisition of other telecommunications service providers, IT services businesses, the acquisition of selected licenses or operating markets from such providers or through direct investment or divestiture of current operations.  In general, TDS may not disclose such transactions until a definitive agreement has been reached.

 

The acquisition of additional businesses will depend on TDS’ ability to identify suitable acquisition candidates, to negotiate acceptable terms for their acquisition and to finance any such acquisitions.  TDS also will be subject to competition for suitable acquisition candidates.  Any acquisitions, if made, could divert the resources and management time of TDS and would require integration with TDS’ existing business operations and services.  As a result, there can be no assurance that any such acquisitions will occur or that any such acquisitions, if made, would be made in a timely manner or on terms favorable to TDS or would be successfully integrated into TDS’ operations.  These transactions commonly involve a number of risks, including:

 

·                   Ability to enter markets in which TDS has limited or no direct prior experience and competitors have stronger positions;

·                   Ability to manage businesses that are engaged in activities other than traditional wireline and wireless service, including TDS’ acquisition of hosted and managed services businesses which provide colocation, dedicated hosting, hosted application management, cloud computing services and installation, sales and management of Information Technology infrastructure hardware solutions;

·                   Uncertain revenues and expenses, with the result that TDS may not realize the growth in revenues, anticipated cost structure, profitability, or return on investment that it expects;

·                   Difficulty of integrating the technologies, services, products, operations and personnel of the acquired businesses;

·                   Diversion of management’s attention;

·                   Disruption of ongoing business;

·                   Impact on TDS’ cash and available credit lines for use in financing future growth and working capital needs;

·                   Inability to retain key personnel;

·                   Inability to successfully incorporate acquired assets and rights into TDS’ service offerings;

 

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·                   Inability to maintain uniform standards, controls, procedures and policies;

·                   Possible conditions to approval by the FCC, the Federal Trade Commission and/or the Department of Justice; and

·                   Impairment of relationships with employees, customers or vendors.

 

Failure to overcome these risks or any other problems encountered in these transactions could have an adverse effect on TDS’ business, financial condition or results of operations.

 

If TDS expands into new telecommunications, IT services or other businesses or markets, it may incur significant expenditures, a substantial portion of which must be made before any revenues will be realized.  Such expenditures may increase as a result of the accelerated pace of regulatory and technological changes.  Such expenditures, together with the associated high initial costs of providing service in new markets, may result in reduced cash flow until an adequate revenue base is established.  There can be no assurance that an adequate revenue base will be established in any new technology or market which TDS pursues.

 

If TDS expands into new telecommunications, IT services or other businesses or markets, it will incur certain additional risks in connection with such expansion, including increased legal and regulatory risks, and possible adverse reaction by some of its current customers.  Such businesses and markets are highly competitive and, as a new entrant, TDS may be disadvantaged.  The success of TDS’ entry into new telecommunications and related service businesses or markets will be dependent upon, among other things, TDS’ ability to select new equipment and software and to integrate the new equipment and software into its operations, to hire and train qualified personnel and to enhance its existing administrative, financial and information systems to accommodate the new businesses or markets.  No assurance can be given that TDS will be successful with respect to these efforts.

 

If TDS is not successful with respect to its expansion or divestiture initiatives, its business, financial condition or results of operations could be adversely affected.  In particular, the anticipated impacts of the Purchase and Sale Agreement with Sprint and related transactions are subject to risks and uncertainties, including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transaction and the actual financial impacts of such transactions.

 

20)       A significant portion of TDS’ wireless revenues is derived from customers who buy services through independent agents who market TDS’ services on a commission basis. If TDS’ relationships with these agents are seriously harmed, its business, financial condition or results of operations could be adversely affected.

 

TDS has relationships with agents to obtain customers.  Agents are independent business people who obtain customers for TDS on a commission basis.  TDS’ agents are generally in the business of selling wireless devices, wireless service packages and other related products.

 

TDS’ business and growth depends, in part, on the maintenance of satisfactory relationships with its agents.  If such relationships are seriously harmed or if such parties experience financial difficulties, including bankruptcy, TDS’ revenues and, as a result, its business, financial condition or results of operations, could be adversely affected.

 

21)       TDS’ investments in technologies which are unproven may not produce the benefits that TDS expects.

 

TDS is making investments in various new technologies and service and product offerings.  These investments include technologies for enhanced data services offerings, IPTV and IT services.  TDS expects new services, products and solutions based on these new technologies to contribute to future growth in its revenues.  However, the markets for some of these services, products and solutions are still emerging and the overall potential for these markets remains uncertain.  If customer demand for these new services, products and solutions does not develop as expected, TDS’ business, financial condition or results of operations could be adversely affected.

 

22)       A failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.

 

TDS’ business plan includes significant construction activities and enhancements to its network, support and other systems and infrastructure.  In connection therewith, TDS must, among other things, continue to:

 

·                   Lease, acquire or otherwise obtain rights to cell and switch sites, data centers relating to IT services or other facilities;

·                   Obtain zoning variances or other local governmental or third-party approvals or permits;

·                   Complete and update the radio frequency design, including cell site design, frequency planning and network optimization, for each of TDS’ wireless markets; and

·                   Improve, expand and maintain customer care, network management, billing and other financial and management systems.

 

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Any difficulties encountered in completing these activities, as well as problems in vendor equipment availability, technical resources, system performance or system adequacy, could delay expansion of operations and product capabilities in new or existing markets or result in increased costs.  Failure to successfully build-out and enhance TDS’ network, support facilities and other systems and infrastructure in a cost-effective manner, and in a manner that satisfies customer expectations, could have an adverse effect on TDS’ business, business prospects, financial condition or results of operations.

 

23)       Financial difficulties (including bankruptcy proceedings) or other operational difficulties of TDS’ key suppliers, termination or impairment of TDS’ relationships with such suppliers, 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 depends upon certain vendors to provide it with equipment, services or content to continue its network construction and upgrade and to operate its business.  TDS does not have operational or financial control over such key suppliers and has limited influence with respect to the manner in which these key suppliers conduct their businesses.  If these key suppliers experience financial difficulties or file for bankruptcy or experience other operational difficulties, they may be unable to provide equipment, services or content to TDS on a timely basis or cease to provide such equipment, services or content or otherwise fail to honor their obligations to TDS.

 

Regulations regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries may affect some of TDS’ suppliers.  These regulations may limit the availability of conflict free minerals and, as a result, TDS may not be able to obtain products in sufficient quantities or at competitive prices from its vendors who utilize such minerals in the manufacture of products.

 

In such cases, TDS may be unable to maintain and upgrade its network or provide products and services to its customers in a competitive manner, or could suffer other disruptions to its business.  In that event, TDS’ business, financial condition or results of operations could be adversely affected.

 

In addition, operation of TDS’ supply chain and management of its inventory require accurate forecasting of customer growth and demand, which has become increasingly challenging.  If overall demand for wireless devices or the mix of demand for wireless devices is significantly different than TDS’ expectations, TDS could face inadequate or excess supplies of particular models of wireless devices.  This could result in lost sales opportunities or an excess supply of inventory.  Either of these situations could adversely affect TDS’ revenues, costs of doing business, results of operations or financial condition.

 

24)       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’ financial condition or results of operations.

 

TDS has significant investments in entities that it does not control, including a 5.5% ownership interest in the Los Angeles SMSA Limited Partnership (the “LA Partnership”) and a limited partnership interest in King Street Wireless L.P.  TDS’ interests in such entities do not provide TDS with control over the business strategy, financial goals, build-out plans or other operational aspects of these entities.  TDS cannot provide assurance that these entities will operate in a manner that will increase the value of TDS’ investments, that TDS’ proportionate share of income from the LA Partnership will continue at the current level in the future or that TDS will not incur losses from the holding of such investments.  Losses in the values of such investments or a reduction in income from the LA Partnership could adversely affect TDS’ financial condition or results of operations.

 

25)       A failure by TDS to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, including breaches of network or information technology security, could have an adverse effect on TDS’ business, financial condition or results of operations.

 

TDS relies extensively on its telecommunication networks and information technology to operate and manage its businesses, process transactions and summarize and report results.  These networks and technology become obsolete over time and must be upgraded, replaced and/or otherwise enhanced over time.  Enhancements must be more flexible and robust than ever before.  All of this is capital intensive and challenging.  A failure by TDS to maintain flexible and capable telecommunication networks or information technology could have an adverse effect on TDS’ business, financial condition or results of operations.

 

The increased provision of data services including IPTV has introduced significant new demands on TDS’ network and has also increased complexities related to network management.  As it relates to TDS’ wireline networks, the transition to new IP-based networks from well-established time-division multiplexing networks requires new support tools and technician skills.  Further, this transition requires the use of more leased facilities and partnerships which require enhanced network monitoring and controls.  The IP-based networks also generally require more electronics on customers’ premises which introduces more technical risks and makes diagnostics and repairs more difficult.

 

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Further, the increased provision of data services on TDS’ networks has created an increased level of risk related to quality of service.  This is due to the fact that many customers, particularly commercial customers, increasingly rely on data communications to execute and validate transactions.  The increased volume of data traffic has resulted in capacity issues.  As a result, redundancy, geographical diversity and enhanced capacity of TDS’ network facilities are critical to providing uninterrupted service.  Also, the speed of repair and maintenance procedures in the event of network interruptions is critical to maintaining customer satisfaction.  TDS’ ability to maintain high quality, uninterrupted service to its customers is critical, particularly given the increasingly competitive environment and customers’ ability to choose other service providers.

 

In addition, TDS’ networks and information technology and the networks and information technology of vendors on which TDS relies are subject to damage or interruption due to various events, including power outages, computer, network and telecommunications failures, computer viruses, security breaches, hackers and other cyber security risks, catastrophic events, natural disasters, errors or unauthorized actions by employees and vendors, flawed conversion of systems, disruptive technologies and technology changes.  TDS experiences cyber attacks of varying degrees on a regular basis.  TDS maintains administrative, technical and physical controls, as well as other preventative actions, to reduce the risk of security breaches.  While to date TDS has not experienced a material security breach, these efforts may be insufficient to prevent a security breach stemming from future cyber attacks.  If TDS’ or its vendors’ networks and information technology are not adequately adapted to changes in technology or are damaged or fail to function properly, and/or if TDS’ or its vendors’ security is breached or otherwise compromised, TDS could suffer adverse consequences, including theft, destruction or other loss of critical and private data, including customer and/or employee data, interruptions or delays in its operations, inaccurate billings, inaccurate financial reporting, and significant costs to remedy the problems.  If TDS’ or its vendors’ systems become unavailable or suffer a security breach of customer or other data, TDS may be required to expend significant resources and take various actions to address the problems, including notification under data privacy laws and regulations, may be subject to fines, sanctions and litigation, and its reputation and operating results could be adversely affected.  Such events may also cause TDS to fail to satisfy service level commitments to customers of its IT services.  Any material disruption in TDS’ networks or information technology, including security breaches, could have an adverse effect on TDS’ business, financial condition or results of operations.

 

26)       Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other events could have an adverse effect on TDS’ business, financial condition or results of operations.

 

Wars, conflicts, hostilities, terrorist attacks, major equipment failures, power outages, natural disasters, or similar disasters or failures that affect TDS’ wireless or wireline telephone switching offices, information systems, microwave links, third-party owned local and long-distance networks on which TDS relies, TDS’ cell sites, data centers or other equipment or the networks of other providers and vendors which TDS or its customers use or on which customers roam could have an adverse effect on TDS’ operations.  Although TDS has certain back-up and similar arrangements, TDS has not established a formal, comprehensive business continuity or emergency response plan at this time.  As a result, under certain circumstances, TDS may not be prepared to continue its operations, respond to emergencies or recover from disasters or other similar events.  TDS’ inability to operate its telecommunications systems or access or operate its information systems even for a limited time period may result in a loss of customers or impair TDS’ ability to serve customers or attract new customers, which could have an adverse effect on TDS’ business, financial condition or results of operations.

 

27)       The market price of TDS’ Common Shares is subject to fluctuations due to a variety of factors.

 

Factors that may affect the future market price of TDS’ Common Shares include:

 

·                   General economic conditions, including conditions in the credit and financial markets;

·                   Wireless and telecommunications industry conditions;

·                   Fluctuations in TDS’ quarterly customer additions, 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.

 

Any of these or other factors could adversely affect the future market price of TDS’ Common Shares, or could cause the future market price of TDS’ Common Shares to fluctuate from time to time.

 

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28)       Identification of errors in financial information or disclosures could require amendments to or restatements of financial information or disclosures included in this or prior filings with the Securities and Exchange Commission (“SEC”).  Such amendments or restatements and related matters, including resulting delays in filing periodic reports with the SEC, could have an adverse effect on TDS’ business, financial condition or results of operations.

 

TDS prepares its consolidated financial statement in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and files such financial statements with the SEC in accordance with the SEC’s rules and regulations.  The possible identification of any errors in such prior filings with the SEC could require restatements of financial information or amendments to disclosures included in this or prior filings with the SEC.

 

Restatements and delays in filing reports with the SEC could have adverse consequences, including the following:  TDS’ credit ratings could be downgraded, which would result in an increase in its borrowing costs and could make it more difficult for TDS to borrow funds on satisfactory terms.  The lenders on TDS’ and U.S. Cellular’s revolving credit agreements could refuse to waive a default or extend a waiver of default, impose restrictive covenants or conditions or require increased payments and fees.  The holders of debt under TDS’ indenture could attempt to assert a default and, if successful and TDS does not cure the default in a timely manner, accelerate the repayment date of such debt.  The New York Stock Exchange could begin delisting proceedings with respect to the TDS Common Shares and TDS debt that is listed thereon.  TDS may not be able to use or file shelf registration statements on Form S-3 for an extended period of time, which may limit TDS’ ability to access the capital markets.  TDS may not be able to use Form S-8 registration statements relating to its employee benefit plans, which may have an adverse affect on TDS’ ability to attract and retain employees.  TDS also could face shareholder litigation or SEC enforcement action. Any of these events could have an adverse effect on TDS’ business, financial condition or results of operations.

 

29)       The existence of material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or failure to prevent fraud, which could have an adverse effect on TDS’ business, financial condition or results of operations.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, TDS is required to furnish a report of management’s assessment of the design and effectiveness of its internal control over financial reporting as part of its Form 10-K filed with the SEC.  TDS management also is required to report on the effectiveness of TDS’ disclosure controls and procedures.  The independent auditors of TDS are required to attest to, and report on, the effectiveness of internal control over financial reporting.  Material weaknesses could result in inaccurate financial statements or other disclosures or failure to prevent fraud, which could have an adverse effect on TDS’ business, financial condition or results of operations.  Further, if TDS does not successfully remediate any known material weaknesses in a timely manner, it could be subject to sanctions by regulatory authorities such as the SEC, it could fail to timely meet its regulatory reporting obligations, or investor perceptions could be negatively affected; each of these potential consequences could have an adverse effect on TDS’ business, financial condition or results of operations.

 

30)       Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities, claims, litigation 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’ business, financial condition or results of operations.

 

The preparation of financial statements requires TDS to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  TDS bases its estimates on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  Actual results may differ from estimates under different assumptions or conditions. Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities, claims, litigation 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’ business, financial condition or results of operations.

 

41



 

31)       Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations.

 

Disruptions in the credit and financial markets, declines in consumer confidence, increases in unemployment, declines in economic growth and uncertainty about corporate earnings could have a significant negative impact on the U.S. and global financial and credit markets and the overall economy.  Such events could have an adverse impact on financial institutions resulting in limited access to capital and credit for many companies. Furthermore, economic uncertainties make it very difficult to accurately forecast and plan future business activities.  Changes in economic conditions, changes in financial markets, deterioration in the capital markets or other factors could have an adverse effect on TDS’ business, financial condition, revenues, results of operations and cash flows.

 

32)       Uncertainty of TDS’ ability to access capital, 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 or acquisition programs.

 

TDS and its subsidiaries operate capital-intensive businesses.  TDS has used internally-generated funds and has also obtained substantial funds from external sources to finance the build-out and enhancement of markets, to fund acquisitions and for general corporate purposes.  TDS also may require substantial additional capital for, among other uses, acquisitions of providers of wireless or wireline telecommunications services, IT services or other businesses, spectrum license or system acquisitions, system development and network capacity expansion.  There can be no assurance that sufficient funds will continue to be available to TDS or its subsidiaries on terms or at prices acceptable to TDS.  Changes in TDS’ credit ratings, uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, reduced regulatory capital at banks which in turn limits their ability to borrow, other changes in market conditions 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.  Reduction of TDS’ construction, development and acquisition programs likely would have a negative impact on TDS’ consolidated revenues, income and cash flows.

 

33)       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’ business, financial condition or results of operations.

 

TDS is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts.  Such legal and policy proceedings can be complex, costly, protracted and highly disruptive to business operations by diverting the attention and energies of management and other key personnel.

 

The assessment of legal and policy proceedings is a highly subjective process that requires judgments about future events.  Additionally, amounts ultimately received or paid upon settlement or resolution of litigation and other contingencies may differ materially from amounts accrued in the financial statements.  Depending on a range of factors, these or similar proceedings could impose restraints on TDS’ current or future manner of doing business.  Such potential outcomes could have an adverse effect on TDS’ financial condition, results of operations or ability to do business.

 

34)       The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless 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.

 

Media reports and certain professional studies have suggested that certain radio frequency emissions from wireless devices may be linked to various health problems, including cancer or tumors, and may interfere with various electronic medical devices, including hearing aids and pacemakers.  U.S. Cellular is a party to and may in the future be a party to lawsuits against wireless carriers and other parties claiming damages for alleged health effects, including cancer or tumors, arising from wireless phones or radio frequency transmitters.  Concerns over radio frequency emissions may discourage use of wireless devices or expose TDS to potential litigation.  Any resulting decrease in demand for wireless services or costs of litigation and damage awards could have an adverse effect on TDS’ business, financial condition or results of operations.

 

In addition, some studies have indicated that some aspects of using wireless devices while driving may impair drivers’ attention in certain circumstances, making accidents more likely.  These concerns could lead to potential litigation relating to accidents, deaths or serious bodily injuries, any of which could have an adverse effect on TDS’ business, financial condition or results of operations.

 

42



 

Numerous state and local legislative bodies have enacted or proposed legislation restricting or prohibiting the use of wireless devices while driving motor vehicles.  These enacted or proposed laws or other similar laws, if passed, could have the effect of reducing customer usage and/or increasing costs, which could have an adverse effect on TDS’ business, financial condition, or results of operations.

 

35)       Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

 

TDS faces possible effects of industry litigation relating to patents, other intellectual property or otherwise, that may restrict TDS’ access to devices for sale to customers.  If technology that TDS uses in products or services were determined by a court to infringe a patent or other intellectual property right held by another person, TDS could be precluded from using that technology and could be required to pay significant monetary damages.  TDS also may be required to pay significant royalties to such person to continue to use such technology in the future.  The successful enforcement of any intellectual property rights, or TDS’ inability to negotiate a license for such rights on acceptable terms, could force TDS to cease using the relevant technology and offering services incorporating the technology.  Any litigation to determine the validity of claims that TDS’ products or services infringe or may infringe intellectual property rights of another, regardless of their merit or resolution, could be costly and divert the effort and attention of TDS’ management and technical personnel.  Regardless of the merits of any specific claim, TDS cannot give assurance that it would prevail in litigation because of the complex technical issues and inherent uncertainties in intellectual property litigation.  Although TDS generally seeks to obtain indemnification agreements from vendors that provide it with technology, there can be no assurance that any claim of infringement will be covered by an indemnity or that TDS will be able to recover all or any of its losses and costs under any available indemnity agreements.  Any claims of infringement of intellectual property and proprietary rights of others could prevent TDS from using necessary technology to provide its services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

 

36)       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.

 

The TDS Restated Certificate of Incorporation, as amended, and the TDS bylaws contain provisions which may serve to discourage or make more difficult a change in control of TDS without the support of the TDS Voting Trust and the TDS Board of Directors or without meeting various other conditions.

 

The TDS Restated Certificate of Incorporation, as amended, authorizes the issuance of different series of common stock, which have different voting rights.  The TDS Series A Common Shares have the power to elect approximately 75% (less one) of the directors and have ten votes per share in matters other than the election of directors.  The TDS Common Shares (with one vote per share) vote as a separate group only with respect to the election of 25% (plus one) of the directors.  In addition, the total percentage voting power in matters other than the election of directors of the Series A Common Shares and Common Shares are fixed, at 56.7% and 43.3%, respectively, subject to adjustment due to changes in the number of outstanding Series A Common Shares.

 

A substantial majority of the outstanding TDS Series A Common Shares are held in the TDS Voting Trust which expires on June 30, 2035.  The TDS Voting Trust was created to facilitate the long-standing relationships among the trustees’ certificate holders.  By virtue of the number of shares held by them, the voting trustees have the power to elect eight directors based on the current TDS Board of Directors’ size of 12 directors, and control a majority of the voting power of TDS with respect to matters other than the election of directors.

 

The existence of the TDS Voting Trust is likely to deter any potential unsolicited or hostile takeover attempts or other efforts to obtain control of TDS and may make it more difficult for shareholders to sell shares of TDS at higher than market prices.  The trustees of the TDS Voting Trust have advised TDS that they intend to maintain the ability to keep or dispose of voting control of TDS.

 

The TDS Restated Certificate of Incorporation, as amended, also authorizes the TDS Board of Directors to designate and issue TDS Undesignated Shares in one or more classes or series of preferred or common stock from time to time.  Generally, no further action or authorization by the shareholders is necessary prior to the designation or issuance of the additional TDS Undesignated Shares authorized pursuant to the TDS Restated Certificate of Incorporation, as amended, unless applicable laws or regulations would require such approval in a given instance.  Such TDS Undesignated Shares could be issued in circumstances that would serve to preserve control of TDS’ then existing management.

 

43



 

In addition, the TDS Restated Certificate of Incorporation, as amended, includes a provision which authorizes the TDS Board of Directors to consider various factors, including effects on customers, taxes, and the long-term and short-term interests of TDS, in the context of a proposal or offer to acquire or merge the corporation, or to sell its assets, and to reject such offer if the TDS Board of Directors determines that the proposal is not in the best interests of the corporation based on such factors.

 

The provisions of the TDS Restated Certificate of Incorporation, as amended, and the TDS bylaws and the existence of various classes of capital stock could prevent shareholders from profiting from an increase in the market value of their shares as a result of a change in control of TDS by delaying or preventing such change in control.

 

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

 

From time to time, TDS may disclose forward-looking information, including estimates of future service revenues; income before income taxes; and/or capital expenditures.  Any such forward-looking information includes consideration of known or anticipated changes to the extent disclosed, but dynamic market conditions and/or other unknown or unanticipated events, including but not limited to the risks discussed above, could cause such estimates to differ materially from the actual amounts.

 

44



 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2.  Properties

 

U.S. Cellular

The physical properties for mobile telephone switching offices, cell sites, call centers and retail locations are located primarily in U.S. Cellular’s operating markets and are either owned or leased under long-term leases by U.S. Cellular, one of its subsidiaries, or the partnership or corporation which holds the license issued by the FCC.

 

U.S. Cellular leases space for its corporate offices in Chicago, Bensenville and Wood Dale, Illinois; it also leases space for its network operations center in Schaumburg, Illinois and its four regional offices.  As of January 1, 2013, U.S. Cellular operates four customer care centers; one of the facilities used in these operations is owned and three are leased.

 

TDS Telecom

The physical properties of TDS Telecom’s wireline operations are located primarily in its operating markets and consist principally of telephone lines and network electronic equipment for both the ILEC and CLEC operations, and land and buildings associated with ILEC operations.  The physical properties of TDS Telecom’s HMS operations are located in several states.  TDS Telecom owns most of its central office buildings, local administrative buildings, data centers and storage facilities used in its ILEC and HMS operations. TDS Telecom leases most of its office space, retail sites, equipment, switching facility buildings, storage facilities and sales offices used in its CLEC operations.

 

TDS Telecom leases space for its corporate headquarters office in Madison, Wisconsin.

 

Corporate

TDS leases space for its corporate offices in Chicago, Illinois and Middleton, Wisconsin.

 

General

U.S. Cellular’s cell and transmitter sites and TDS Telecom’s telephone lines are located on private and public property.  Locations on private land are by virtue of easements or other arrangements.  U.S. Cellular and TDS Telecom have not experienced major problems with obtaining zoning approval for cell and transmitter sites, telephone lines or other operating facilities and do not anticipate significant problems in this area in future periods.

 

U.S. Cellular’s and TDS Telecom’s properties, plant and equipment are maintained in good operating condition and are suitable and adequate for TDS’ business operations.

 

As of December 31, 2012, Property, plant and equipment, net of accumulated depreciation, totaled $3,022.6 million at U.S. Cellular, $767.4 million at TDS Telecom’s ILEC, $85.1 million at TDS Telecom’s CLEC, $81.7 million at TDS Telecom’s HMS; and $40.5 million at Corporate, Airadigm and Suttle-Straus.

 

Item 3.  Legal Proceedings

 

TDS is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts.  If TDS believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss.  If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued.  The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events.  The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures.  The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements.

 

See Note 14 — Commitments and Contingencies in the Notes to Consolidated Financial Statements for further information.

 

Item 4.  Mine Safety Disclosures.

 

Not applicable

 

45



 

PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market, holder, dividend and performance graph information is incorporated by reference from Exhibit 13 to this Form 10-K, Annual Report sections entitled “Shareholder Information” and “Consolidated Quarterly Information (Unaudited).”

 

Information relating to Issuer Purchases of Equity Securities is set forth below.

 

On November 19, 2009, the Board of Directors of TDS authorized a $250 million stock repurchase program for both TDS Common and Special Common shares. The following table provides certain information with respect to all purchases made by or on behalf of TDS, and any open market purchases made by any “affiliated purchaser” (as defined by the SEC) of TDS, of TDS Common Shares during the fourth quarter of 2012.

 

This authorization expired on November 19, 2012 and has not been renewed.  TDS determines whether to repurchase shares from time to time based on many considerations, including cash needed for other known or possible requirements, the stock price, market conditions, debt rating considerations, business forecasts, business plans, macroeconomic conditions, share issuances under compensation plans, provisions in governing and legal documents and other legal requirements, and other facts and circumstances.  Subject to these considerations, TDS may approve the repurchase of its shares from time to time when circumstances warrant.

 

 

 

(a)

 

(b)

 

(c)

 

(d)

 

Period

 

Total Number of
Shares Purchased

 

Average Price
Paid
per Share

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs

 

Maximum Dollar
Value of Shares that
may yet be
Purchased Under the
Plans or Programs

 

October 1 - 31, 2012

 

 

$

 

 

$

157,570,912

 

November 1 - 30, 2012

 

867,841

 

23.08

 

867,841

 

 

December 1 - 31, 2012

 

 

 

 

 

Total for or as of the end of the quarter ended December 31, 2012

 

867,841

 

$

23.08

 

867,841

 

$

 

 

The following is additional information with respect to the Common and Special Common Shares authorization:

 

i.                   The date the program was announced was November 20, 2009 by Form 8-K.

 

ii.                The amount originally approved was up to $250 million in aggregate purchase price of TDS Common and Special Common Shares.

 

iii.             The program expired on November 19, 2012.

 

Item 6.  Selected Financial Data

 

Incorporated by reference from Exhibit 13 to this Form 10-K, Annual Report section entitled “Selected Consolidated Financial and Operating Data,” except for Ratio of earnings to fixed charges, which is incorporated herein by reference from Exhibit 12 to this Form 10-K.

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Incorporated by reference from Exhibit 13 to this Form 10-K, Annual Report section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

 

Incorporated by reference from Exhibit 13 to this Form 10-K, Annual Report section entitled “Market Risk.”

 

46


 

 

Item 8.  Financial Statements and Supplementary Data

 

Incorporated by reference from Exhibit 13 to this Form 10-K, Annual Report sections entitled “Consolidated Statement of Operations,” “Consolidated Statement of Comprehensive Income,” “Consolidated Statement of Cash Flows,” “Consolidated Balance Sheet,” “Consolidated Statement of Changes in Equity,” “Notes to Consolidated Financial Statements,” “Management’s Report on Internal Control Over Financial Reporting,” “Report of Independent Registered Public Accounting Firm,” and “Consolidated Quarterly Information (Unaudited).”

 

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

TDS maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to TDS’ management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

As required by SEC Rule 13a-15(b), TDS carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of TDS’ disclosure controls and procedures as of the end of the period covered by this Annual Report.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that TDS’ disclosure controls and procedures were effective as of December 31, 2012, at the reasonable assurance level.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  TDS’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  TDS’ internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and, where required, the board of directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a material effect on the interim or annual consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of TDS’ management, including its Chief Executive Officer and Chief Financial Officer, TDS conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Management has concluded that TDS maintained effective internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control — Integrated Framework issued by the COSO.

 

The effectiveness of TDS’ internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the firm’s report which is incorporated by reference into Item 8 of this Annual Report on Form 10-K from Exhibit 13 filed herewith.

 

47



 

Changes in Internal Control Over Financial Reporting

 

There were no changes in TDS’ internal control over financial reporting during the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially affect, TDS’ internal control over financial reporting.

 

Item 9B.  Other Information

 

None.

 

48



 

PART III

 

Item 10.  Directors, Executive Officers and Corporate Governance

 

Incorporated by reference from Proxy Statement sections entitled “Election of Directors,” “Corporate Governance,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

 

Item 11.  Executive Compensation

 

Incorporated by reference from Proxy Statement section entitled “Executive and Director Compensation.”

 

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Incorporated by reference from Proxy Statement sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”

 

Item 13.  Certain Relationships and Related Transactions, and Director Independence

 

Incorporated by reference from Proxy Statement sections entitled “Corporate Governance” and “Certain Relationships and Related Transactions.”

 

Item 14.  Principal Accountant Fees and Services

 

Incorporated by reference from Proxy Statement section entitled “Fees Paid to Principal Accountants.”

 

49



 

PART IV

 

Item 15.  Exhibits and Financial Statement Schedules

 

(a)

The following documents are filed as a part of this report:

 

(1)

Financial Statements

 

 

 

 

 

 

 

Consolidated Statement of Operations

Annual Report*

 

 

Consolidated Statement of Comprehensive Income

Annual Report*

 

 

Consolidated Statement of Cash Flows

Annual Report*

 

 

Consolidated Balance Sheet

Annual Report*

 

 

Consolidated Statement of Changes in Equity

Annual Report*

 

 

Notes to Consolidated Financial Statements

Annual Report*

 

 

Management’s Report on Internal Control Over Financial Reporting

Annual Report*

 

 

Report of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP

Annual Report*

 

 

Consolidated Quarterly Information (Unaudited)

Annual Report*

 


 

 

* Incorporated by reference from Exhibit 13.

 

 

 

(2)

Financial Statement Schedules

Location

 

 

 

 

Los Angeles SMSA Limited Partnership Financial Statements

S-1

 

Report of Independent Registered Public Accounting Firm — Deloitte & Touche LLP

S-2

 

Balance Sheets

S-3

 

Statements of Operations

S-4

 

Statements of Changes in Partners’ Capital

S-5

 

Statements of Cash Flows

S-6

 

Notes to Financial Statements

S-7

 

All other schedules have been omitted because they are not applicable or not required or because the required information is shown in the financial statements or notes thereto.

 

 

(3)

Exhibits

 

 

The exhibits set forth in the accompanying Index to Exhibits are filed as a part of this Report.  Compensatory plans or arrangements are identified in the Index to Exhibits with an asterisk.

 

50



 

LOS ANGELES SMSA LIMITED PARTNERSHIP

  FINANCIAL STATEMENTS

 

TDS’ subsidiary, U.S. Cellular, owns a 5.5% limited partnership interest in the Los Angeles SMSA Limited Partnership and accounts for such interest by the equity method.  The partnership’s financial statements were obtained by U.S. Cellular as a limited partner.

 

S-1


 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners of

Los Angeles SMSA Limited Partnership:

Basking Ridge, New Jersey

 

We have audited the accompanying balance sheets of Los Angeles SMSA Limited Partnership (the “Partnership”) as of December 31, 2012 and 2011, and the related statements of operations, changes in partners’ capital, and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 26, 2013

 

S-2



 

Los Angeles SMSA Limited Partnership

Balance Sheets - As of December 31, 2012 and 2011

(Dollars in Thousands)

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Accounts receivable, net of allowance of $14,205 and $14,076

 

$

338,599

 

$

306,384

 

Unbilled revenue

 

19,491

 

22,252

 

Due from affiliate

 

243,748

 

143,649

 

Prepaid expenses and other current assets

 

4,537

 

3,777

 

 

 

 

 

 

 

Total current assets

 

606,375

 

476,062

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT—Net

 

1,569,418

 

1,632,776

 

 

 

 

 

 

 

WIRELESS LICENSES

 

79,543

 

79,543

 

 

 

 

 

 

 

OTHER ASSETS

 

655

 

674

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

2,255,991

 

$

2,189,055

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

132,558

 

$

105,979

 

Advance billings and customer deposits

 

144,849

 

135,023

 

Deferred gain on lease transaction

 

4,923

 

4,923

 

 

 

 

 

 

 

Total current liabilities

 

282,330

 

245,925

 

 

 

 

 

 

 

LONG TERM LIABILITIES:

 

 

 

 

 

Deferred gain on lease transaction

 

33,833

 

38,790

 

Other long term liabilities

 

23,964

 

19,756

 

 

 

 

 

 

 

Total long term liabilities

 

57,797

 

58,546

 

 

 

 

 

 

 

Total liabilities

 

340,127

 

304,471

 

 

 

 

 

 

 

PARTNERS’ CAPITAL

 

1,915,864

 

1,884,584

 

 

 

 

 

 

 

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

 

$

2,255,991

 

$

2,189,055

 

 

See notes to financial statements.

 

S-3



 

Los Angeles SMSA Limited Partnership

Statements of Operations - Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

OPERATING REVENUE:

 

 

 

 

 

 

 

Service revenue

 

$

3,920,064

 

$

3,782,027

 

$

3,533,581

 

Equipment and other

 

677,836

 

593,330

 

381,790

 

 

 

 

 

 

 

 

 

Total operating revenue

 

4,597,900

 

4,375,357

 

3,915,371

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES:

 

 

 

 

 

 

 

Cost of service (exclusive of depreciation and amortization)

 

705,065

 

797,797

 

674,007

 

Depreciation and amortization

 

343,565

 

366,119

 

338,700

 

Cost of equipment

 

948,130

 

955,002

 

625,225

 

Selling, general and administrative

 

1,375,852

 

1,263,604

 

1,140,518

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

 

3,372,612

 

3,382,522

 

2,778,450

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

1,225,288

 

992,835

 

1,136,921

 

 

 

 

 

 

 

 

 

OTHER INCOME:

 

 

 

 

 

 

 

Interest income, net

 

1,051

 

561

 

35,211

 

Other

 

4,941

 

6,964

 

6,567

 

 

 

 

 

 

 

 

 

Total other income

 

5,992

 

7,525

 

41,778

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

1,231,280

 

$

1,000,360

 

$

1,178,699

 

 

 

 

 

 

 

 

 

Allocation of Net Income:

 

 

 

 

 

 

 

Limited Partners

 

$

738,768

 

$

600,216

 

$

707,219

 

General Partner

 

$

492,512

 

$

400,144

 

$

471,480

 

 

See notes to financial statements.

 

S-4



 

Los Angeles SMSA Limited Partnership

Statements of Changes in Partners’ Capital - Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands)

 

 

 

General
Partner

 

Limited Partners

 

 

 

AirTouch
Cellular

 

AirTouch
Cellular

 

Cellco
Partnership

 

United States
Cellular
Corporation

 

Total Partners’
Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—January 1, 2010

 

$

842,210

 

$

890,637

 

$

256,875

 

$

115,803

 

$

2,105,525

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

(480,000

)

(507,600

)

(146,400

)

(66,000

)

(1,200,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

471,480

 

498,590

 

143,801

 

64,828

 

1,178,699

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—December 31, 2010

 

833,690

 

881,627

 

254,276

 

114,631

 

2,084,224

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

(480,000

)

(507,600

)

(146,400

)

(66,000

)

(1,200,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

400,144

 

423,152

 

122,044

 

55,020

 

1,000,360

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—December 31, 2011

 

753,834

 

797,179

 

229,920

 

103,651

 

1,884,584

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

(480,000

)

(507,600

)

(146,400

)

(66,000

)

(1,200,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

492,512

 

520,832

 

150,216

 

67,720

 

1,231,280

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE—December 31, 2012

 

$

766,346

 

$

810,411

 

$

233,736

 

$

105,371

 

$

1,915,864

 

 

See notes to financial statements.

 

S-5



 

Los Angeles SMSA Limited Partnership

Statements of Cash Flows - Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands)

 

 

 

2012

 

2011

 

2010

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

1,231,280

 

$

1,000,360

 

$

1,178,699

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

343,565

 

366,119

 

338,700

 

Provision for losses on accounts receivable

 

37,057

 

27,249

 

36,005

 

Amortization of deferred gain on lease transaction

 

(4,957

)

(4,949

)

(4,939

)

Changes in certain assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(69,272

)

(47,942

)

(39,750

)

Unbilled revenue

 

2,761

 

(1,014

)

(1,198

)

Prepaid expenses and other current assets

 

(760

)

(125

)

44

 

Other assets

 

19

 

 

 

Accounts payable and accrued liabilities

 

18,548

 

24,243

 

(2,414

)

Advance billings and customer deposits

 

9,826

 

8,518

 

21,636

 

Other long term liabilities

 

4,208

 

3,124

 

4,203

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

1,572,275

 

1,375,583

 

1,530,986

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Capital expenditures, net

 

(272,176

)

(364,956

)

(429,662

)

Change in due from affiliate, net

 

(100,099

)

189,373

 

98,676

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(372,275

)

(175,583

)

(330,986

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Distributions to partners

 

(1,200,000

)

(1,200,000

)

(1,200,000

)

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(1,200,000

)

(1,200,000

)

(1,200,000

)

 

 

 

 

 

 

 

 

CHANGE IN CASH

 

 

 

 

 

 

 

 

 

 

 

 

CASH—Beginning of year

 

 

 

 

 

 

 

 

 

 

 

 

CASH—End of year

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

NONCASH TRANSACTIONS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruals for Capital Expenditures

 

$

11,403

 

$

3,372

 

$

6,796

 

 

See notes to financial statements.

 

S-6


 

 

Los Angeles SMSA Limited Partnership

Notes to Financial Statements - Years Ended December 31, 2012, 2011 and 2010

(Dollars in Thousands)

 

1.                        ORGANIZATION AND MANAGEMENT

 

Los Angeles SMSA Limited Partnership Los Angeles SMSA Limited Partnership (the “Partnership”) was formed in 1984. The principal activity of the Partnership is providing cellular service in the Los Angeles metropolitan service area.

 

The partners and their respective ownership percentages as of December 31, 2012, 2011 and 2010 are as follows:

 

General Partner:

 

 

 

AirTouch Cellular* (“General Partner”)

 

40.0

%

 

 

 

 

Limited Partners:

 

 

 

AirTouch Cellular*

 

42.3

%

Cellco Partnership

 

12.2

%

United States Cellular Corporation

 

5.5

%

 


*AirTouch Cellular is a wholly-owned subsidiary of Verizon Wireless (VAW) LLC (a wholly-owned subsidiary of Cellco Partnership (“Cellco”) doing business as Verizon Wireless.

 

In accordance with the partnership agreement, AirTouch Cellular is responsible for managing the operations of the partnership (See Note 5).

 

2.                        SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. Estimates are used for, but are not limited to, the accounting for: allocations, allowance for uncollectible accounts receivable, unbilled revenue, depreciation and amortization, useful lives and impairment of assets, accrued expenses, and contingencies.

 

Revenue Recognition — The Partnership offers products and services to our customers through bundled arrangements. These arrangements involve multiple deliverables which may include products, services, or a combination of products and services.

 

S-7



 

On January 1, 2011, the Partnership prospectively adopted the accounting standard updates regarding revenue recognition for multiple deliverable arrangements, and arrangements that include software elements. These updates require a vendor to allocate revenue in an arrangement using its best estimate of selling price if neither vendor specific objective evidence nor third party evidence of selling price exists. The residual method of revenue allocation is no longer permissible. These accounting standard updates do not change our units of accounting for bundled arrangements, nor do they materially change how we allocate arrangement consideration to our various products and services.  Accordingly, the adoption of these standard updates did not have a significant impact on the financial statements. Additionally, we do not currently foresee any changes to our products, services or pricing practices that will have a significant effect on the financial statements in periods after the initial adoption, although this could change.

 

The Partnership earns revenue by providing access to its network (access revenue) and usage of its network (usage revenue), which includes voice and data revenue. Customers are associated with the Partnership based upon mobile identification number. In general, access revenue is billed one month in advance and is recognized when earned; the unearned portion is classified in Advance billings in the balance sheet. Usage revenue is recognized when service is rendered and included in unbilled revenue until billed. Equipment sales revenue associated with the sale of wireless devices and related equipment costs are recognized when the products are delivered to and accepted by the customer, as this is considered to be a separate earnings process from the sale of wireless services. Customer activation fees charged to customers are considered additional consideration and are recorded in Equipment and other revenue, generally, at the time of customer acceptance. For agreements involving the resale of third-party services in which the Partnership is considered the primary obligor in the arrangements, the Partnership records revenue gross at the time of sale. The roaming rates charged by the Partnership to Cellco do not necessarily reflect current market rates. The Partnership will continue to re-evaluate the rates on a periodic basis (See Note 5).

 

Wireless bundled service plans primarily consist of wireless voice and data services. The bundling of a voice plan with a text messaging plan (“Talk & Text”), for example, creates a multiple deliverable arrangement consisting of a voice component and a data component in the form of text messaging. For these arrangements, revenue is allocated to each deliverable using a relative selling price method. Under this method, arrangement consideration is allocated to each separate deliverable based on our standalone selling price for each product or service, up to the amount that is not contingent upon providing additional services. For equipment sales, the Partnership currently subsidizes the cost of wireless devices. The amount of this subsidy is generally contingent on the arrangement and terms selected by the customer. The equipment revenue is recognized up to the amount collected when the wireless device is sold.

 

The Partnership reports taxes imposed by governmental authorities on revenue-producing transactions between us and our customers on a net basis.

 

S-8



 

Operating Costs and Expenses — Operating expenses include expenses incurred directly by the Partnership, as well as an allocation of selling, general and administrative, and operating costs incurred by Cellco or its affiliates on behalf of the Partnership. Employees of Cellco provide services performed on behalf of the Partnership. These employees are not employees of the Partnership, therefore operating expenses include direct and allocated charges of salary and employee benefit costs for the services provided to the Partnership. Cellco believes such allocations, principally based on the Partnership’s percentage of total customers, customer gross additions or minutes-of-use, are in accordance with the Partnership Agreement. The roaming rates charged to the Partnership by Cellco do not necessarily reflect current market rates. The Partnership will continue to re-evaluate the rates on a periodic basis (see Note 5).

 

Retail Stores — The daily operations of all retail stores owned by the Partnership are managed by Cellco. All fixed assets, liabilities, income and expenses related to these retail stores are recorded in the financial statements of the Partnership.

 

Income Taxes — The Partnership is not a taxable entity for federal and state income tax purposes. Any taxable income or loss is apportioned to the partners based on their respective partnership interests and is reported by them individually.

 

Inventory — Inventory is owned by Cellco and is not recorded on the Partnership’s financial statements. Upon sale, the related cost of the inventory is transferred to the Partnership at Cellco’s cost basis and included in the accompanying statements of operations.

 

Allowance for Doubtful Accounts — The Partnership maintains allowances for uncollectible accounts receivable for estimated losses resulting from the inability of customers to make required payments. Estimates are based on the aging of the accounts receivable balances and the historical write-off experience, net of recoveries.

 

Property, Plant and Equipment — Property, plant and equipment primarily represents costs incurred to construct and expand capacity and network coverage on mobile telephone switching offices and cell sites. The cost of property, plant and equipment is depreciated over its estimated useful life using the straight-line method of accounting. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related lease. Major improvements to existing plant and equipment are capitalized. Routine maintenance and repairs that do not extend the life of the plant and equipment are charged to expense as incurred .

 

Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation or amortization are eliminated and any related gain or loss is reflected in the statements of operations. All property, plant and equipment purchases are made through an affiliate of Cellco. Transfers of property, plant and equipment between Cellco and affiliates are recorded at net book value.

 

S-9



 

Interest expense and network engineering costs incurred during the construction phase of the Partnership’s network and real estate properties under development are capitalized as part of property, plant and equipment and recorded as construction in progress until the projects are completed and placed into service.

 

FCC Licenses — The Federal Communications Commission (“FCC”) issues licenses that authorize cellular carriers to provide service in specific cellular geographic service areas. The FCC grants licenses for terms of up to ten years. In 1993 the FCC adopted specific standards to apply to cellular renewals, concluding it will award a license renewal to a cellular licensee that meets certain standards of past performance. Historically, the FCC has granted license renewals routinely and at nominal costs, which are expensed as incurred. The current terms of the Partnership’s FCC licenses expire in October 2014, February 2016 and April 2017. Cellco believes it will be able to meet all requirements necessary to secure renewal of the Partnership’s cellular licenses. FCC wireless licenses totaling $79,543 are recorded on the books of the Partnership as of December 31, 2012 and 2011. There are additional wireless licenses issued by the FCC that authorize the Partnership to provide cellular service recorded on the books of Cellco.

 

Valuation of Assets — Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

The Partnership’s principal intangible assets are licenses, which provide the Partnership with the exclusive right to utilize certain radio frequency spectrum to provide wireless communication services. Cellco and the Partnership re-evaluates the useful life determination for wireless licenses at least annually to determine whether events and circumstances continue to support an indefinite useful life. Moreover, Cellco and the Partnership have determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Partnership’s wireless licenses. As a result, the wireless licenses are treated as an indefinite life intangible asset, and are not amortized but rather are tested for impairment.

 

Cellco and the Partnership test their wireless licenses for potential impairment annually, and more frequently if indications of impairment exist. Cellco and the Partnership evaluate their licenses on an aggregate basis, using a direct value approach.  This approach estimates fair value using a discounted cash flow analysis to estimate what a marketplace participant would be willing to pay to purchase the aggregated wireless licenses as of the valuation date.  If the fair value of the aggregated wireless licenses is less than the aggregated carrying amount of the wireless licenses, an impairment is recognized. In addition, Cellco believes that under the Partnership agreement it has the right to allocate, based on a reasonable methodology, any impairment loss recognized by Cellco for all licenses included in Cellco’s national footprint. Cellco does not charge the

 

S-10



 

Partnership for the use of any FCC license recorded on its books (except for the annual cost of $51,185 related to the spectrum leases). Cellco and the Partnership evaluated their wireless licenses for potential impairment as of December 15, 2012 and December 15, 2011. These evaluations resulted in no impairment of wireless licenses.

 

Concentrations — The Partnership maintains allowances for uncollectible accounts receivable for estimated losses resulting from the inability of customers to make required payments. Estimates are based on historical net write-off experience. No single customer receivable is large enough to present a significant financial risk to the partnership.

 

Cellco and the Partnership rely on local and long-distance telephone companies, some of which are related parties (See Note 5), and other companies to provide certain communication services. Although management believes alternative telecommunications facilities could be found in a timely manner, any disruption of these services could potentially have a material adverse impact on the Partnership’s operating results.

 

Although Cellco attempts to maintain multiple vendors for its network assets and inventory, which are important components of its operations, they are currently acquired from only a few sources. Certain of these products are in turn utilized by the Partnership and are important components of the Partnership’s operations. If the suppliers are unable to meet Cellco’s needs as it builds out its network infrastructure and sells service and equipment, delays and increased costs in the expansion of the Partnership’s network infrastructure or losses of potential customers could result, which would adversely affect operating results.

 

Financial Instruments — The Partnership’s trade receivables and payables are short-term in nature, and accordingly, their carrying value approximates fair value.

 

Due from affiliate — Due from affiliate principally represents the Partnership’s cash position with Cellco. Cellco manages, on behalf of the Partnership, all cash, inventory, investing and financing activities of the Partnership. As such, the change in due from affiliate is reflected as an investing activity or a financing activity in the statements of cash flows depending on whether it represents a net asset or net liability for the Partnership.

 

Additionally, administrative and operating costs incurred by Cellco on behalf of the Partnership, as well as property, plant and equipment transactions with affiliates, are charged to the Partnership through this account. Starting in 2011, interest income is based on the Applicable Federal Rate which was approximately .2% and .4% for the years ended December 31, 2012 and 2011, respectively.  Interest expense is calculated by applying Cellco’s average cost of borrowing from Verizon Communications, Inc, which was approximately 7.3% and 6.8% for the years ended December 31, 2012 and 2011, respectively.  For 2010, interest income or interest expense was based on the average monthly outstanding balance in this account and was calculated by applying Cellco’s average cost of borrowing from Verizon Communications, Inc., which was approximately 5.8% for the year ended December 31, 2010. Included in net interest income is interest

 

S-11



 

income of $1,123, $712 and $35,372 for the years ended December 31, 2012, 2011 and 2010, respectively, related to due from affiliate.

 

Distributions - The Partnership is required to make distributions to its partners based upon the Partnership’s operating results, cash availability and financing needs as determined by the General Partner at the date of the distribution.

 

Recently Adopted Accounting Standards - During the first quarter of 2012, we adopted the accounting standard update regarding fair value measurement. This update was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard update also changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. The adoption of this standard update did not have a significant impact on the financial statements.

 

During the first quarter of 2012, we adopted the accounting standard update regarding testing of goodwill for impairment. This standard update gives companies the option to perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount. If an entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The adoption of this standard did not have a significant impact on the financial statements.

 

Recent Accounting Standards - In July 2012, the accounting standard update regarding testing of intangible assets for impairment was issued. This standard update allows companies the option to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired.  An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not the asset is impaired.  We will adopt this standard update during the first quarter of 2013.  The adoption of this standard is not expected to have a significant impact on the financial statements.

 

S-12


 

 

3.                        PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment consist of the following as of December 31, 2012 and 2011:

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Land

 

$

7,742

 

$

7,742

 

Buildings and improvements (15-40 years)

 

575,456

 

537,006

 

Wireless plant and equipment (3-15 years)

 

3,265,052

 

3,114,653

 

Furniture, fixtures and equipment (3-10 years)

 

65,823

 

67,210

 

Leasehold improvements (5 years)

 

308,050

 

291,889

 

 

 

 

 

 

 

 

 

4,222,123

 

4,018,500

 

 

 

 

 

 

 

Less: accumulated depreciation

 

2,652,705

 

2,385,724

 

 

 

 

 

 

 

Property, plant and equipment, net

 

$

1,569,418

 

$

1,632,776

 

 

 

 

 

 

 

Depreciation expense

 

$

343,565

 

$

366,119

 

 

Capitalized network engineering costs of $22,253 and $21,152 were recorded during the years ended December 31, 2012 and 2011, respectively. Construction in progress included in certain classifications shown above, principally wireless plant and equipment, amounted to $85,383 and $71,842 as of December 31, 2012 and 2011, respectively.

 

Tower Transactions — Prior to the acquisition of the Partnership interest by Cellco in 2000, Vodafone Group Plc (“Vodafone”), then parent company of AirTouch Cellular, entered into agreements to sublease all of its unused space on up to 430 of its communications towers (“Sublease Agreement”) to SpectraSite Holdings, Inc. (“SpectraSite”) in exchange for $155,000. At various closings in 2001 and 2000, SpectraSite leased 274 communications towers owned and operated by the Partnership for $98,465.  At December 31, 2012 and 2011, the Partnership has $38,756 and $43,713, respectively, recorded as deferred gain on lease transaction.  The Sublease Agreement requires monthly maintenance fees for the existing physical space used by the Partnership’s cellular equipment. The Partnership paid $11,421, $12,150 and $10,950 to SpectraSite pursuant to the Sublease Agreement for the years ended December 31, 2012, 2011 and 2010, respectively, which is included in cost of service in the accompanying Statements of Operations.

 

S-13



 

4.                        CURRENT LIABILITIES

 

Accounts payable and accrued liabilities consist of the following as of December 31, 2012 and 2011:

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Accounts payable

 

$

117,935

 

$

88,640

 

Accrued liabilities

 

14,623

 

17,339

 

Accounts payable and accrued libilities

 

$

132,558

 

$

105,979

 

 

Advance billings and customer deposits consist of the following as of December 31, 2012 and 2011:

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Advance billings

 

$

140,617

 

$

131,201

 

Customer deposits

 

4,232

 

3,822

 

Advance billings and customer deposits

 

$

144,849

 

$

135,023

 

 

5.                        TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

 

In addition to fixed asset purchases (see Note 2), substantially all of service revenues, equipment and other revenues, cost of service, cost of equipment, and selling, general and administrative expenses represent transactions processed by affiliates (Cellco and its related parties) on behalf of the Partnership or represent transactions with affiliates.  These transactions consist of revenues and expenses that pertain to the Partnership which are processed by Cellco and directly attributed to or directly charged to the Partnership.  They also include certain revenues and expenses that are processed or incurred by Cellco which are allocated to the Partnership based on factors such as the Partnership’s percentage of customers, gross customer additions, or minutes of use. These transactions do not necessarily represent arm’s length transactions and may not represent all revenues and costs if the Partnership operated on a standalone basis.

 

Service revenues — Service revenues include monthly customer billings processed by Cellco on behalf of the Partnership and roaming revenues relating to customers of other affiliated markets that are specifically identified to the Partnership.  Service revenue also includes long distance, data, and certain revenue reductions including revenue concessions that are processed by Cellco and allocated to the Partnership based on certain factors deemed appropriate by Cellco.

 

Equipment and other revenues — Equipment revenue includes equipment sales processed by Cellco and specifically identified to the Partnership, as well as certain handset and accessory revenues, contra-revenues including equipment concessions, and coupon

 

S-14



 

rebates that are processed by Cellco and allocated to the Partnership based on certain factors deemed appropriate by Cellco.  Other revenues include switch revenue and other fees and surcharges charged to the customer that are specifically identified to the Partnership.

 

Cost of Service — Cost of service includes roaming costs relating to customers roaming in other affiliated markets that are specifically identified to the Partnership.  Cost of service also includes cost of telecom, long distance and application content that are incurred by Cellco and allocated to the Partnership based on certain factors deemed appropriate by Cellco.  The Partnership has also entered into a lease agreement for the right to use additional spectrum owned by Cellco.  See Note 6 for further information regarding this arrangement.

 

Cost of equipment — Cost of equipment includes the cost of inventory specifically identified and transferred to the Partnership (see Note 2). Cost of equipment also includes certain costs related to handsets, accessories and other costs incurred by Cellco and allocated to the Partnership based on certain factors deemed appropriate by Cellco.

 

Selling, general and administrative — Selling, general and administrative expenses include commissions, customer billing, office telecom, customer care, salaries, sales and marketing and advertising expenses that are specifically identified to the Partnership as well as incurred by Cellco and allocated to the Partnership based on certain factors deemed appropriate by Cellco.

 

6.                        COMMITMENTS

 

Cellco, on behalf of the Partnership, and the Partnership itself have entered into operating leases for facilities, and equipment and spectrum used in its operations. Lease contracts include renewal options that include rent expense adjustments based on the Consumer Price Index as well as annual and end-of-lease term adjustments. Rent expense is recorded on a straight-line basis. The noncancellable lease term used to calculate the amount of the straight-line rent expense is generally determined to be the initial lease term, including any optional renewal terms that are reasonably assured. Leasehold improvements related to these operating leases are amortized over the shorter of their estimated useful lives or the noncancellable lease term. For the years ended December 31, 2012, 2011 and 2010, the Partnership incurred a total of $131,362, $127,469 and $102,968, respectively, as rent expense related to these operating leases, which was included in cost of service and general and administrative expenses in the accompanying statements of operations. Aggregate future minimum rental commitments under noncancellable operating leases, excluding renewal options that are not reasonably assured and remaining tower maintenance fees of $104,608 (See Note 3), for the years shown are as follows:

 

S-15



 

 

Years

 

Amount

 

 

 

 

 

2013

 

$

91,619

 

2014

 

82,347

 

2015

 

68,331

 

2016

 

56,371

 

2017

 

14,957

 

2018 and thereafter

 

28,069

 

 

 

 

 

Total minimum payments

 

$

341,694

 

 

On November 30, 2010, the Partnership entered into a 700 MHz upper band spectrum lease with Cellco. The lease includes an initial term extending through June 13, 2019 and a renewal option through June 13, 2029. The license, held by Cellco, is considered an indefinite-lived intangible as Cellco believes it will be able to meet all requirements necessary to secure renewal of this license. The Partnership accounts for this spectrum lease as an executory contract which is similar to an operating lease.

 

Based on the terms of the spectrum license lease as of December 31, 2012, future spectrum lease obligations, including the renewal period, are expected to be as follows:

 

Years

 

Amount

 

 

 

 

 

2013

 

$

20,843

 

2014

 

20,843

 

2015

 

20,843

 

2016

 

20,843

 

2017

 

20,843

 

2018 and thereafter

 

237,956

 

 

 

 

 

Total minimum payments

 

$

342,171

 

 

The General Partner currently expects that the renewal option in the lease will be exercised.

 

From time to time Cellco enters into purchase commitments, primarily for network equipment, on behalf of the Partnership. These represent legal obligations of Cellco.

 

S-16



 

7.                        CONTINGENCIES

 

Cellco and the Partnership are subject to lawsuits and other claims including class actions, product liability, patent infringement, intellectual property, antitrust, partnership disputes, and claims involving relations with resellers and agents. Cellco is also currently defending lawsuits filed against it and other participants in the wireless industry alleging various adverse effects as a result of wireless phone usage. Various consumer class action lawsuits allege that Cellco violated certain state consumer protection laws and other statutes and defrauded customers through misleading billing practices or statements. These matters may involve indemnification obligations by third parties and/or affiliated parties covering all or part of any potential damage awards against Cellco and the Partnership and/or insurance coverage. All of the above matters are subject to many uncertainties, and the outcomes are not currently predictable.

 

The Partnership may be allocated a portion of the damages that may result upon adjudication of these matters if the claimants prevail in their actions. In none of the currently pending matters is the amount of accrual material. An estimate of the reasonably possible loss or range of loss in excess of the amounts already accrued to either Cellco or the Partnership with respect to these matters as of December 31, 2012 cannot be made at this time due to various factors typical in contested proceedings, including (1) uncertain damage theories and demands; (2) a less than complete factual record; (3) uncertainty concerning legal theories and their resolution by courts or regulators; and (4) the unpredictable nature of the opposing party and its demands. We continuously monitor these proceedings as they develop and adjust any accrual or disclosure as needed. We do not expect that the ultimate resolution of any pending regulatory or legal matter in future periods will have a material effect on the financial condition of the Partnership, but it could have a material effect on our results of operations for a given reporting period.

 

8.                        RECONCILIATION OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

 

 

Balance at

 

Additions

 

Write-offs

 

Balance at

 

 

 

Beginning

 

Charged to

 

Net of

 

End

 

 

 

of the Year

 

Operations

 

Recoveries

 

of the Year

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivable Allowances:

 

 

 

 

 

 

 

 

 

2012

 

$

14,076

 

$

37,057

 

$

(36,928

)

$

14,205

 

2011

 

15,135

 

27,249

 

(28,308

)

14,076

 

2010

 

17,688

 

36,005

 

(38,558

)

15,135

 

 

******

 

S-17



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TELEPHONE AND DATA SYSTEMS, INC.

 

 

 

 

By:

/s/ LeRoy T. Carlson, Jr.

 

 

LeRoy T. Carlson, Jr.

 

 

President and Chief Executive Officer

 

 

(principal executive officer)

 

 

 

 

By:

/s/ Kenneth R. Meyers

 

 

Kenneth R. Meyers

 

 

Executive Vice President and Chief Financial Officer

 

 

(principal financial officer)

 

 

 

 

By:

/s/ Douglas D. Shuma

 

 

Douglas D. Shuma

 

 

Senior Vice President and Corporate Controller

 

 

(principal accounting officer)

 

Dated:  February 26, 2013

 


 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ LeRoy T. Carlson, Jr.

 

Director

 

February 26, 2013

LeRoy T. Carlson, Jr.

 

 

 

 

 

 

 

 

 

/s/ Letitia G. Carlson, M.D.

 

Director

 

February 26, 2013

Letitia G. Carlson, M.D.

 

 

 

 

 

 

 

 

 

/s/ Prudence E. Carlson

 

Director

 

February 26, 2013

Prudence E. Carlson

 

 

 

 

 

 

 

 

 

/s/ Walter C.D. Carlson

 

Director

 

February 26, 2013

Walter C.D. Carlson

 

 

 

 

 

 

 

 

 

/s/ Clarence A. Davis

 

Director

 

February 26, 2013

Clarence A. Davis

 

 

 

 

 

 

 

 

 

/s/ Kenneth R. Meyers

 

Director

 

February 26, 2013

Kenneth R. Meyers

 

 

 

 

 

 

 

 

 

/s/ Donald C. Nebergall

 

Director

 

February 26, 2013

Donald C. Nebergall

 

 

 

 

 

 

 

 

 

/s/ George W. Off

 

Director

 

February 26, 2013

George W. Off

 

 

 

 

 

 

 

 

 

/s/ Christopher D. O’Leary

 

Director

 

February 26, 2013

Christopher D. O’Leary

 

 

 

 

 

 

 

 

 

/s/ Mitchell H. Saranow

 

Director

 

February 26, 2013

Mitchell H. Saranow

 

 

 

 

 

 

 

 

 

/s/ Gary L. Sugarman

 

Director

 

February 26, 2013

Gary L. Sugarman

 

 

 

 

 

 

 

 

 

/s/ Herbert S. Wander

 

Director

 

February 26, 2013

Herbert S. Wander

 

 

 

 

 



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description of Documents

 

 

 

2.1

 

Purchase and Sale Agreement dated as of November 6, 2012 by and between United States Cellular Corporation and Sprint Spectrum L.P. and SprintCom, Inc., is hereby incorporated by reference to U.S. Cellular’s Current Report on Form 8-K dated November 6, 2012.

 

 

 

3.1

 

TDS’ Restated Certificate of Incorporation, dated January 24, 2012, is hereby incorporated by reference to Exhibit 3.1 to TDS’ Current Report on Form 8-K dated January 24, 2012.

 

 

 

3.2

 

TDS Restated Bylaws, as amended, are hereby incorporated by reference to Exhibit 3.1 to TDS’ Current Report on Form 8-K dated November 18, 2010.

 

 

 

4.1

 

TDS’ Restated Certificate of Incorporation is hereby incorporated as Exhibit 3.1.

 

 

 

4.2

 

TDS Restated Bylaws, as amended, are hereby incorporated as Exhibit 3.2.

 

 

 

4.3(a)

 

Indenture between TDS and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company (“BNY”) dated November 1, 2001 is hereby incorporated by reference to Exhibit 4 to TDS’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

 

 

 

4.3(b)

 

Second Supplemental Indenture dated May 31, 2002 by and between TDS and BNY making changes to the First Supplemental Indenture is hereby incorporated by reference to Exhibit 4.8 to TDS’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

 

 

 

4.3(c)

 

Third Supplemental Indenture dated March 31, 2005 by and between TDS and BNY, establishing TDS’ 6.625% Senior Notes due 2045, is hereby incorporated by reference to Exhibit 4.1 to TDS’ Current Report on Form 8-K dated March 23, 2005.

 

 

 

4.3(d)

 

Fourth Supplemental Indenture dated November 16, 2010 by and between TDS and BNY, establishing TDS’ 6.875% Senior Notes due 2059, is hereby incorporated by reference to Exhibit 4.1 to TDS’ Current Report on Form 8-K dated November 16, 2010.

 

 

 

4.3(e)

 

Fifth Supplemental Indenture dated March 21, 2011 by and between TDS and BNY, establishing TDS’ 7% Senior Notes due 2060, is hereby incorporated by reference to Exhibit 4.1 to TDS’ Current Report on Form 8-K dated March 21, 2011.

 

 

 

4.3(f)

 

Sixth Supplemental Indenture dated November 26, 2012 by and between TDS and BNY, establishing TDS’ 5.875% Senior Notes due 2061, is hereby incorporated by reference to Exhibit 4.1 to TDS’ Current Report on Form 8-K dated November 26, 2012.

 

 

 

4.4

 

Revolving Credit Agreement dated December 17, 2010 among TDS and the lenders named therein, and Bank of America, N.A. as Administrative Agent, is hereby incorporated by reference to Exhibit 4.1 to TDS’ Current Report on Form 8-K dated December 17, 2010.

 

 

 

4.5

 

Revolving Credit Agreement dated December 17, 2010 among U.S. Cellular and the lenders named therein, and Toronto Dominion (Texas) LLC as Administrative Agent, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular’s Current Report on Form 8-K dated December 17, 2010.

 

 

 

4.6(a)

 

Indenture dated June 1, 2002 between U.S. Cellular and BNY is hereby incorporated by reference to Exhibit 4.1 to Form S-3 (File No. 333-88344).

 

 

 

4.6(b)

 

Form of Third Supplemental Indenture dated as of December 3, 2003 between U.S. Cellular and BNY, relating to $444,000,000 of U.S. Cellular’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular’s Current Report on Form 8-K dated December 3, 2003.

 

 

 

4.6(c)

 

Form of Fifth Supplemental Indenture dated as of June 21, 2004 between U.S. Cellular and BNY, relating to $100,000,000 of U.S. Cellular’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular’s Current Report on Form 8-K dated June 21, 2004.

 



 

4.6(d)

 

Form of Sixth Supplemental Indenture dated as of May 9, 2011 between U.S. Cellular and BNY, relating to $342,000,000 of U.S. Cellular’s 6.95% Senior Notes due 2060, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular’s Current Report on Form 8-K dated May 9, 2011.

 

 

 

9.1

 

Amendment and Restatement (dated April 22, 2005) of Voting Trust Agreement dated June 30, 1989 is hereby incorporated by reference to the Exhibit filed on Amendment No. 3 to Schedule 13D dated May 2, 2005 filed by the trustees of such voting trust with respect to TDS Common Shares.

 

 

 

10.1(a)*

 

Salary Continuation Agreement for LeRoy T. Carlson dated May 20, 1977, as amended May 22, 1981 and May 25, 1984, is hereby incorporated by reference to TDS’ Registration Statement on Form S-2, No. 2-92307.

 

 

 

10.1(b)*

 

Amendment to Salary Continuation Agreement for LeRoy T. Carlson is hereby incorporated by reference to Exhibit 10.4 to TDS’ Current Report on Form 8-K dated November 25, 2008.

 

 

 

10.2(a)*

 

TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated April 11, 2005.

 

 

 

10.2(b)*

 

First Amendment to TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.3 to TDS’ Current Report on Form 8-K dated December 10, 2007.

 

 

 

10.2(c)*

 

Second Amendment to TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.4 to TDS’ Current Report on Form 8-K dated December 10, 2007.

 

 

 

10.2(d)*

 

Third Amendment to TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated December 22, 2008.

 

 

 

10.3*

 

Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to the TDS Current Report on Form 8-K dated January 13, 2012.

 

 

 

10.4(a)*

 

TDS Supplemental Executive Retirement Plan, as amended and restated, effective January 1, 2009 is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated August 27, 2008.

 

 

 

10.4(b)*

 

Amendment to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.2 to Telephone and Data Systems, Inc.’s Current Report on Form 8-K dated March 15, 2012.

 

 

 

10.5(a)*

 

Telephone and Data Systems, Inc. Restated Compensation Plan for Non-Employee Directors, is hereby incorporated by reference to Exhibit D to the TDS Notice of Special Meeting of Shareholders and Proxy Statement dated August 31, 2011.

 

 

 

10.5(b)*

 

Amendment to the Telephone and Data Systems, Inc. Compensation Plan for Non-Employee Directors, is hereby incorporated by reference to Item 5.02 to Telephone and Data Systems, Inc.’s Current Report on Form 8-K dated March 9, 2012.

 

 

 

10.6*

 

TDS Bonus Deferral and Stock Unit Match Program and Election Form.

 

 

 

10.7*

 

U.S. Cellular 2005 Long-Term Incentive Plan, as amended, is hereby incorporated by reference to Exhibit C to U.S. Cellular’s Notice of Annual Meeting of Shareholders and Proxy Statement dated April 15, 2009.

 

 

 

10.8(a)*

 

U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.1 to U.S. Cellular’s Current Report on Form 8-K dated December 10, 2007.

 

 

 

10.8(b)*

 

First Amendment to U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.6 to U.S. Cellular’s Current Report on Form 8-K dated December 9, 2008.

 

 

 

10.8(c)

 

Second Amendment to U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(c) to U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

 

 

10.8(d)*

 

Election Form for U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(d) to U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2012.

 



 

10.9*

 

Form of U.S. Cellular Executive Deferred Compensation Agreement - Phantom Stock Account for Deferred Bonus is hereby incorporated by reference to Exhibit 10.7 to U.S. Cellular’s Current Report on Form 8-K dated December 9, 2008.

 

 

 

10.10*

 

Amended and Restated Guidelines for the Determination of Annual Bonus for President and Executive Officer of U.S. Cellular are hereby incorporated by reference to Exhibit 10.2 to U.S. Cellular’s Current Report on Form 8-K dated November 18, 2009.

 

 

 

10.11(a)*

 

TDS 2007 Deferred Compensation Agreement between TDS and Kenneth R. Meyers dated December 26, 2006 is hereby incorporated by reference to Exhibit 99.1 to TDS’ Current Report on Form 8-K dated January 1, 2007.

 

 

 

10.11(b)*

 

Amendment to TDS 2007 Deferred Compensation Agreement between TDS and Kenneth R. Meyers is hereby incorporated by reference to Exhibit 10.4 to TDS Current Report on Form 8-K dated December 22, 2008.

 

 

 

10.12*

 

Form of TDS Corporate Officer Long-Term Incentive Plan Stock Option Award Agreement is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated November 19, 2008.

 

 

 

10.13*

 

Form of TDS Corporate Officer Long-Term Incentive Plan Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to TDS’ Current Report on Form 8-K dated December 22, 2008.

 

 

 

10.14*

 

Amended and Restated Guidelines and Procedures for TDS Officer Bonuses are hereby incorporated by reference to Exhibit 10.3 to TDS’ Current Report on Form 8-K dated November 18, 2009.

 

 

 

10.15*

 

Amended and Restated Guidelines for the Determination of Annual Bonus for President and Chief Executive Officer of TDS is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated November 18, 2009.

 

 

 

10.16*

 

Amended and Restated Guidelines for the Determination of Annual Bonus for Chairman Emeritus of TDS is hereby incorporated by reference to Exhibit 10.2 to TDS’ Current Report on Form 8-K dated November 18, 2009.

 

 

 

10.17*

 

Form of TDS Deferred Compensation Agreement is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated December 21, 2009.

 

 

 

10.18*

 

Change of Election Form for TDS Deferred Compensation Agreement is hereby incorporated by reference to Exhibit 10.2 to TDS’ Current Report on Form 8-K dated December 21, 2009.

 

 

 

10.19*

 

Amended and Restated Guidelines for the Determination of Annual Bonus for President and Chief Executive Officer of TDS Telecommunications Corporation is hereby incorporated by reference to Exhibit 10.27 to TDS’ Annual Report on Form 10-K for the annual period ended December 31, 2009.

 

 

 

10.20*

 

Pre 2005 Form of Deferred Compensation Agreement used by TDS Telecommunications Corporation is hereby incorporated by reference to Exhibit 10.28 to TDS’ Annual Report on Form 10-K for the annual period ended December 31, 2009.

 

 

 

10.21(a)*

 

Post 2004 TDS Telecommunications Corporation Executive Deferred Compensation Program, as amended and restated effective January 1, 2008 is hereby incorporated by reference to Exhibit 10.29 to TDS’ Annual Report on Form 10-K for the annual period ended December 31, 2009.

 

 

 

10.21(b)*

 

First Amendment to TDS Telecommunications Corporation Executive Deferred Compensation Program dated October 8, 2008 is hereby incorporated by reference to Exhibit 10.30 to TDS’ Annual Report on Form 10-K for the annual period ended December 31, 2009.

 

 

 

10.22*

 

Current Initial Election Form and Post 2004 Payment Election Form for TDS Telecommunications Corporation Executive Deferred Compensation Program is hereby incorporated by reference to Exhibit 10.31 to TDS’ Annual Report on Form 10-K for the annual period ended December 31, 2009.

 

 

 

10.23*

 

Current Annual Election Form for TDS Telecommunications Corporation Executive Deferred Compensation Program is hereby incorporated by reference to Exhibit 10.32 to TDS’ Annual Report on Form 10-K for the annual period ended December 31, 2009.

 



 

10.24*

 

Terms of Letter Agreement dated May 3, 2010 between U.S. Cellular and Mary N. Dillon is hereby incorporated by reference from Exhibit 99.2 to U.S. Cellular’s Current Report on Form 8-K dated May 6, 2010.

 

 

 

10.25*

 

U.S. Cellular 2005 Long-Term Incentive Plan 2010 Stock Option Award Agreement evidencing U.S. Cellular stock options granted to Mary N. Dillon on June 1, 2010 (with accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference to Exhibit 10.1 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

 

 

 

10.26*

 

U.S. Cellular 2005 Long-Term Incentive Plan 2010 Restricted Stock Unit Award Agreement evidencing U.S. Cellular restricted stock units granted to Mary N. Dillon on June 1, 2010 (with accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference to Exhibit 10.2 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

 

 

 

10.27*

 

U.S. Cellular 2005 Long-Term Incentive Plan 2010 Stock Option Award Agreement evidencing U.S. Cellular stock options granted to Mary N. Dillon on June 1, 2010 (without accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference to Exhibit 10.3 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

 

 

 

10.28*

 

U.S. Cellular 2005 Long-Term Incentive Plan 2010 Restricted Stock Unit Award Agreement evidencing U.S. Cellular restricted stock units granted to Mary N. Dillon on June 1, 2010 (without accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference to Exhibit 10.4 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

 

 

 

10.29*

 

Form of U.S. Cellular 2005 Long-Term Incentive Plan Stock Option Award Agreement for grants of stock options to the President and Chief Executive Officer of U.S. Cellular, is hereby incorporated by reference to Exhibit 10.1 to U.S. Cellular’s Current Report on Form 8-K dated March 7, 2011.

 

 

 

10.30*

 

Form of U.S. Cellular 2005 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for grants of restricted stock options to the President and Chief Executive Officer of U.S. Cellular, is hereby incorporated by reference to Exhibit 10.2 to U.S. Cellular’s Current Report on Form 8-K dated March 7, 2011.

 

 

 

10.31*

 

Form of Long-Term Incentive Plan Stock Option Award Agreement for officers of TDS and officers of its wholly-owned subsidiary, TDS Telecommunications Corporation (“TDS Telecom”), is hereby incorporated by reference from Exhibit 10.1 to TDS’ Current Report on Form 8-K dated May 16, 2012.

 

 

 

10.32*

 

Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for officers of TDS and TDS Telecom, is hereby incorporated by reference from Exhibit 10.2 to TDS’ Current Report on Form 8-K dated May 16, 2012.

 

 

 

10.33**

 

Master Service Agreement entered into by United States Cellular Corporation and Amdocs Software Systems Limited on August 17, 2010 to develop a Billing and Operational Support System (“B/OSS”) with a new point-of-sale system to consolidate billing on one platform, is hereby incorporated by reference to Exhibit 10.8 to U.S. Cellular’s Quarterly Report on Form 10-Q dated September 30, 2010.

 

 

 

10.34**

 

Software License and Maintenance Agreement entered into by United States Cellular Corporation and Amdocs Software Systems Limited on August 17, 2010 to develop a Billing and Operational Support System (“B/OSS”) with a new point-of-sale system to consolidate billing on one platform, is hereby incorporated by reference to Exhibit 10.9 to U.S. Cellular’s Quarterly Report on Form 10-Q dated September 30, 2010.

 

 

 

11

 

Statement regarding computation of earnings per share (included in Note 6 — Earnings Per Share in the Notes to Consolidated Financial Statements in Exhibit 13).

 

 

 

12

 

Statement regarding computation of ratio of earnings to fixed charges for the years ended December 31, 2012, 2011, 2010, 2009, and 2008.

 

 

 

13

 

Incorporated portions of 2012 Annual Report to Shareholders.

 

 

 

21

 

Subsidiaries of TDS.

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP.

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.

 



 

31.1

 

Chief Executive Officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

 

 

 

31.2

 

Chief Financial Officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

 

 

 

32.1

 

Chief Executive Officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

 

 

32.2

 

Chief Financial Officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 


*

 

Indicates a management contract or compensatory plan or arrangement.

**

 

Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended.

 




EXHIBIT 10.6

 

TDS BONUS DEFERRAL AND

STOCK UNIT MATCH PROGRAM

[        ] BONUS YEAR

 

Purpose

 

The TDS Bonus Deferral and Stock Unit Match Program (the “Program”) is designed to provide TDS Corporate executives with a significant incentive to acquire additional shares of TDS stock.  This document sets forth the terms and conditions of the Program as offered for the [        ] bonus year.

 

Eligibility

 

Executives who hold TDS Vice Presidential and above positions are eligible to participate.

 

Program Overview

 

Eligible executives may defer up to 100% of their annual bonus and receive Company Stock Unit Matches on the amount deferred.  Company Stock Unit Match amounts will depend on the amount of annual bonus that the executive deferred into stock units and the price of a share of TDS Common Stock on the date his or her bonus was determined by TDS.  Executives will receive a 25% Company Stock Unit Match for amounts deferred up to 50% of their total annual bonus and a 33% Company Stock Unit Match for any amounts deferred that exceed 50% of their total annual bonus.  The Company Stock Unit Matches will vest ratably over three years.

 

TDS will establish bookkeeping accounts that reflect the executive’s deferral amount, Company Stock Unit Match and any earned dividends.  The value of the executive’s accounts will change in direct proportion to the performance of TDS Common Stock.  However, the amounts credited to an executive’s accounts will not actually be invested in TDS Common Stock.  The amounts credited to the executive’s accounts for the 2013 bonus year will be distributed in shares of TDS Common Stock during the earlier of (i) the seventh calendar month following the calendar month during which the executive separates from service and (ii) the calendar month and year elected by the executive that is at least three years following the calendar year during which the executive makes the deferral election.  Distribution will be in the form of a single lump sum payment.  If the executive separates from service earlier than January 1st of the fourth calendar year following the calendar year during which the bonus is earned (the “Performance Year”), and such separation from service is for a reason other than death, “Disability” or, with respect to the Company Stock Unit Match for deferrals for Performance Years commencing on or after January 1, 2013 (the “Post-2012 Match Account”), “Retirement,” all or a portion of the Company match will be forfeited upon such separation. Similarly, if the executive elects a distribution date that is earlier than January 1st of the fourth calendar year following the Performance Year, all or a portion of the Company match will be forfeited upon such distribution.

 

For purposes hereof, (i) “Disability” shall mean a total physical disability which, in the TDS Compensation Committee’s judgment, prevents an executive from performing substantially such executive’s employment duties and responsibilities for a continuous period of at least six months and (ii) “Retirement” shall mean an executive’s separation from service on or after his or her Early Retirement Date or Normal Retirement Date (as defined in the Telephone and Data Systems, Inc. Pension Plan).

 

The executive is considered to be a general unsecured creditor of TDS with regard to the deferred compensation amounts to which the Program pertains.

 



 

The [        ] Program is subject to the provisions of the Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan, as it may be amended from time to time (the “LTIP”), and shall be interpreted in accordance therewith.  In the event of any inconsistency between the terms of the [        ] Program and the terms of the LTIP, the terms of the LTIP shall govern.  The TDS Compensation Committee shall have the right to resolve all questions which may arise in connection with the Program.  Any interpretation, determination or other action made or taken by the TDS Compensation Committee regarding the Program shall be final, binding and conclusive.  Amounts will be paid under the Program only if the TDS Compensation Committee decides, in its sole discretion, that the executive or beneficiary is entitled to them.

 

Administrative Overview

 

In November or December of each year, the Corporate Vice President of Human Resources will send a Bonus Deferral Form similar to Attachment I for the upcoming Performance Year to all eligible TDS executives.  Executives wishing to take advantage of this bonus deferral opportunity must fill out this Form and return it (delivered personally or faxed with signature) to the Corporate Vice President of Human Resources no later than the date specified by TDS (which in no event will be later than December 31 st ) (see Administrative Ground Rules — Taxes).  Except in the event that an executive receives a deferred compensation withdrawal on account of an “Unforeseeable Emergency” (as defined below), the deferral election made by the executive on the Bonus Deferral Form shall be irrevocable upon the commencement of the Performance Year.  In addition, the distribution election made by the executive on the Bonus Deferral Form shall be irrevocable upon the commencement of the Performance Year.

 

Before the first of each year, the Corporate Vice President of Human Resources will confirm all election deferral decisions with the executives making them, as well as advise the administrative personnel who need to be aware of the specifics of these bonus deferral election decisions.

 

After a participating executive’s bonus award has been determined and the amount he or she has deferred is known, two separate bookkeeping accounts will be established for each participating executive:  (i) the “Deferred Compensation Stock Account,” which will be credited with the bonus monies that the executive has deferred under the Program, and (ii) the “Stock Unit Match Account,” which will be credited with the Company Stock Unit Match awards.

 

The value of an executive’s accounts under the Program will rise or fall in direct proportion to the price of TDS Common Stock.  All participating executives will receive statements of the number of vested and unvested share units they have in their accounts as of each December 31 st .  These statements will be sent out annually as early in the first quarter as possible.

 

Administrative Ground Rules

 

This [        ] Program will be administered in accordance with the following ground rules:

 

·                   Vesting:

 

The executive is always 100% vested in all bonus amounts that have been deferred under the Program and any dividends credited under the Program.  Provided that the executive does not separate from service or receive a distribution of his or her accounts for the [        ] Performance Year prior to the vesting date, the Company Stock Unit Match will vest ratably over three years in accordance with the following schedule:

 

2



 

·                        33% on December 31 st  of the year following the Performance Year,

·                        an additional 33% on December 31 st  of the second year following the Performance Year, and

·                        the remaining 34% on December 31 st  of the third year following the Performance Year.

 

·                   Taxes:

 

Since all bonus deferral decisions under the Program will be made in accordance with Internal Revenue Service requirements, income taxes on all Bonus Deferrals and Company Stock Unit Match awards will be deferred until the proceeds from the executive’s Deferred Compensation Stock Account and Stock Unit Match Account are distributed.  The Internal Revenue Service has taken the position that the executive must make his or her deferral election prior to the beginning of the Performance Year in order that the deferred monies not be considered immediately taxable and to avoid other adverse tax consequences.

 

Please note, however, that Bonus Deferrals and Company Stock Unit Match awards will be subject to social security and unemployment tax prior to the date they are distributed.  Bonus Deferrals will be subject to social security and unemployment tax at the time of the deferral and Company Stock Unit Match awards will be subject to social security and unemployment tax at the time they become vested.

 

Appropriate amounts shall be withheld from any distributions under the Program or from an executive’s compensation as may be required for purposes of complying with federal, state, local or other tax withholding requirements applicable to the Program.

 

·                   Separation from Service:

 

If the executive separates from service prior to the completion of the vesting schedule, as previously described, all unvested share units credited to the executive’s Stock Unit Match Account will be forfeited, except if the executive separates from service as a result of (i) Disability, (ii) death or (iii) with respect to his or her Post-2012 Match Account, Retirement.  If the executive separates from service as a result of his or her Disability or death, the executive or his or her beneficiary/beneficiaries, as applicable, will be 100% vested in all share units credited at such time to the executive’s Stock Unit Match Account.  If the executive separates from service as a result of his or her Retirement, the executive’s Post-2012 Match Account will be 100% vested at such time and the remainder of his or her unvested Stock Unit Match Account will be forfeited.

 

Notwithstanding the foregoing, if the executive separates from service as a result of his or her negligence, willful misconduct, competition with TDS or an affiliate thereof or misappro-priation of confidential information of TDS or an affiliate thereof, as determined by TDS in its sole discretion, then the executive’s Stock Unit Match Account (including any dividend share units credited thereto), whether vested or unvested, will be forfeited immediately upon such separation.

 

·                   Beneficiaries:

 

An executive who defers any portion of his or her annual bonus under the Program should complete a “Bonus Deferral and Stock Unit Match Program Beneficiary Designation Form” and return it to the Corporate Vice President of Human Resources as soon as possible.  In the event of the executive’s death, this Form will govern distribution of the executive’s unpaid vested accounts for the [        ] Performance Year and all other Performance Years with respect to which the executive participated in the Program.  The Form does not have to be completed again unless the executive wishes to make some change to the previous Beneficiary

 

3



 

Designation Form.  If an executive is married and names someone other than his or her spouse as a primary beneficiary, the designation is invalid unless the spouse consents by signing the Beneficiary Designation Form in the presence of a Notary Public.  If an executive fails to complete such a form, the executive’s spouse, if any, will be the beneficiary.  Otherwise, the executive’s beneficiary will be determined by the terms of the applicable LTIP document.

 

Notwithstanding any provision within the Program to the contrary, in the event of the executive’s death, his or her unpaid vested accounts will be distributed in their entirety at the time determined by TDS within 60 days following the executive’s death.

 

·                   Initial Value of the Executive’s Deferred Compensation Stock and Stock Unit Match Accounts:

 

After verification of the executive’s bonus, and the percentage that was deferred, the amount credited to the executive’s accounts for the [        ] Performance Year will be determined as follows:

 

·                        The initial number of share units attributable to the bonus deferral amount will be determined by dividing the bonus deferral by the closing price of a share of TDS Common Stock on the date that the bonus was determined.  Share units will be calculated to three decimal places and fractional share units will accumulate.

 

For example, if the executive elected to defer 75% of his or her bonus for a year and his or her bonus was $40,000 for that year, the executive would have deferred $30,000.  If the closing price of a share of TDS Common Stock on the day this bonus was approved was $100, then 300 share units would be credited to the executive’s Deferred Compensation Stock Account.

 

·                        The initial value of the Stock Unit Match Account will be determined the same way.  Using the above example, the initial dollar value of share units credited to his or her Stock Unit Match Account is $8,300, calculated as follows:

 

·                        25% of $20,000 (50% of the executive’s total bonus) = $5,000

·                        33% of $10,000 (the deferral amount over 50% of the executive’s total bonus) = $3,300

·                        Total = $8,300

 

Since the closing price of a share of TDS Common Stock on the date the bonus award was approved was assumed to be $100, the executive’s Stock Unit Match Account would be credited 83.00 share units, which would vest in accordance with the following schedule:

 

·                        27.39(1) share units — vests on December 31 st  of the year following the Performance Year.

·                        27.39(2)  share units — vests on December 31 st  two years after the Performance Year.

·                        28.22(3)  share units — vests on December 31 st  three years after the Performance Year.

·                        83.00  share units — Total Stock Unit Match

 


(1)   33% of the total Company Stock Unit Match.

(2)   33% of the total Company Stock Unit Match.

(3)   34% of the total Company Stock Unit Match.

 

4



 

·                   Value of an Executive’s Deferred Compensation Stock Account and Stock Unit Match Account:

 

The value of an executive’s accounts under the Program will increase or decrease in an amount equal to the gains or losses that would have been realized if assets in an amount equal to the balance in the executive’s accounts were actually invested in TDS Common Stock.  Hence, if the price of a share of TDS Common Stock rises by $1, each share unit credited in the executive’s accounts will be worth an additional $1.

 

·                   Dividends:

 

The executive’s Deferred Compensation Stock Account and Stock Unit Match Account will be credited with dividend share units as follows:

 

·                        On Bonus Deferral Share Units: Dividend share units on the executive’s share units in his or her Deferred Compensation Stock Account will be credited on an annual basis and based on the number of share units credited to the executive’s Deferred Compensation Stock Account as of the record date for each quarter of the year.  This will be done by totaling the quarterly dividend dollar amounts as per the above (as if the share units actually were outstanding shares of TDS), and dividing this sum by the closing price of a share of TDS Common Stock on December 31 st  of that year.  The result is the number of dividend share units that will be credited as of December 31 st  to the executive’s account for that year.  No dividend share units will be credited to the executive’s account for a year, if as of December 31 st  of such year the executive’s account has been distributed or forfeited.

 

·                        On Match Share Units:  For all vested share units credited in the executive’s Stock Unit Match Account, the procedure for determining the dividend share units to be credited to this account is the same as for the Deferred Compensation Stock Account.  Unvested share units credited to a Stock Unit Match Account will not be credited with dividend share units.

 

·                   Unforeseeable Emergency Withdrawals:

 

In the event that an executive experiences an Unforeseeable Emergency, the executive may request in writing a payment of all or a portion of the share units credited to his or her Deferred Compensation Stock Account and the vested share units credited to his or her Stock Unit Match Account.  Withdrawals will first come from the vested Stock Unit Match Account.  For this purpose, “Unforeseeable Emergency” shall mean a severe financial hardship to an executive resulting from (i) an illness or accident of the executive, the executive’s spouse or the executive’s dependent; (ii) the loss of the executive’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the executive.  Payment may not exceed an amount reasonably necessary to satisfy such emergency plus amounts necessary to pay taxes and penalties reasonably anticipated as a result of such payment after taking into account the extent to which the hardship may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the executive’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or (c) by cancellation of any deferral election hereunder or under any other nonqualified deferral program for the year of the hardship.  College expenses and expenses incurred in purchasing a residence generally do not qualify as Unforeseeable Emergencies.  The following may be considered Unforeseeable Emergencies:  (i) the imminent foreclosure of or eviction from the executive’s primary residence, (ii) the need to pay for medical expenses, including non-refundable deductibles and the cost of prescription drug medication and (iii) the need to pay for funeral expenses of the executive’s spouse or dependent.  In the event an executive’s Unforeseeable Emergency withdrawal request is approved, such payment shall be made to the executive in a lump sum as soon as practicable following such approval, but in

 

5



 

no event later than 60 days after the occurrence of the Unforeseeable Emergency.  No Unforeseeable Emergency withdrawal request will be approved with respect to an employee who has separated from service.

 

In addition, in the event that an executive receives an Unforeseeable Emergency withdrawal, whether under this Program or any other nonqualified deferred compensation plan maintained by TDS or its affiliates, then any deferral election made by the executive under this Program or such other plan with respect to the calendar year during which the withdrawal occurs shall be cancelled for the remainder of such year.

 

·                   Distributions:

 

Except in the event of the executive’s death, the executive will receive the distributable balance credited to his or her accounts for the [        ] Performance Year at the earlier of (i) the seventh calendar month following the calendar month during which he or she separates from service, or (ii) the distribution date that he or she selected on the [        ] Bonus Deferral Form (which must be a month and calendar year at least three years following the calendar year during which the executive makes the deferral election).  In the event of the executive’s death, the executive’s designated beneficiary will receive such balance at the time determined by TDS within 60 days following the executive’s death.  All distributions will be made in shares of TDS Common Stock, except that the value of any partial share unit credited to an executive’s accounts will be paid in cash.

 

The total distributable balance in an executive’s accounts will be determined by adding:

 

·                        The sum of all share units credited to his or her Deferred Compensation Stock Account (including any credited dividend share units) reduced by any Unforeseeable Emergency or other withdrawals made prior to the distribution date, and

 

·                        The sum of vested share units credited to his or her Stock Unit Match Account (including any credited dividend share units) reduced by any Unforeseeable Emergency or other withdrawals made prior to the distribution date.

 

If, for example, the total vested share units credited to the executive’s accounts is 500 share units on the distribution date, the executive will receive 500 shares of TDS Common Stock less any taxes TDS is required to withhold (taxes may be withheld in the form of shares).  In this example, the dollar value, which is taxable income, would be calculated by multiplying the closing price of a share of TDS Common Stock on the distribution date by 500.

 

·                   Clawback :

 

An executive’s accounts under the Program (including any dividend share units credited thereto), whether vested or unvested, and any shares of stock distributed to the executive or his or her beneficiary attributable to such accounts are subject to forfeiture, recovery by TDS or other action pursuant to any clawback or recoupment policy which TDS may adopt from time to time, including without limitation any such policy which TDS may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

 

Compliance with Law

 

This 2013 Program is intended to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder and shall be interpreted and construed accordingly.  TDS shall have sole discretion and

 

6



 

authority to amend this Program, unilaterally, at any time in the future to satisfy any requirements of Section 409A (irrespective of whether such amendment has retroactive or prospective effect).  Notwithstanding the foregoing, under no circumstance shall TDS be responsible for any taxes, penalties, interest or other losses or expenses incurred by an executive or other person due to any failure to comply with Section 409A.

 

Questions

 

Questions on the Program should be directed to the Corporate Vice President of Human Resources.

 

7



 

TELEPHONE AND DATA SYSTEMS, INC.

[        ] BONUS DEFERRAL FORM

 

NAME

 

SOCIAL SECURITY NUMBER

 

 

 

 

 

DATE OF BIRTH

 

Deferral election with respect to my annual bonus earned in [        ] (my “[        ] Bonus”):

 

o                                     I hereby elect to defer, under the terms and conditions of the TDS Bonus Deferral and Stock Unit Match Program for the [        ] Bonus Year (the “[        ] Program”) and the Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan (the “LTIP”), as each may be amended from time to time, the following whole percentage of my [        ] Bonus that would otherwise be paid to me in [        ].

            %

 

DISTRIBUTION DATE ELECTION:   I understand that my deferred [        ] Bonus and the stock unit match thereon will be paid upon the earlier of (i) the seventh calendar month following the calendar month during which I separate from service and (ii) the date that I elect herein.  I elect that such deferral and match be paid as follows ( select one ):

 

o  I elect to receive my deferred [        ] Bonus and the stock unit match thereon in a single lump sum payment in the seventh calendar month following the calendar month during which I separate from service.

 

- OR -

 

o  I elect to receive my deferred [        ] Bonus and the stock unit match thereon in a single lump sum payment in the following month and year (which year may not be earlier than three years after the year this election is made).  If such date is earlier than January, [        ], I recognize that a portion of the company match will be forfeited.

 

Month and Year:              

 

·                   I understand that my elections set forth herein are irrevocable.

 

·                   I understand that my deferred [        ] Bonus and the stock unit match thereon will be recorded in accounts established in my name on TDS’s books and records and that these accounts will be governed by the terms of the [        ] Program and the LTIP, as each may be amended from time to time.

 

·                   I acknowledge that my accounts under the [        ] Program will rise or decline in value equal to the earnings or losses that would have been realized if assets in an amount equal to the balances in my accounts were actually invested in TDS Common Stock.

 

·                   I acknowledge that the [        ] Program is intended to comply with provisions of Section 409A of the Internal Revenue Code and shall be interpreted and construed accordingly.  I agree that TDS shall have sole discretion and authority to amend such program or this [        ] Bonus Deferral Form, unilaterally, at any time to satisfy any requirements of Section 409A of the Internal Revenue Code or applicable guidance provided by the Treasury.

 

 

 

 

Signature

 

Date

 

Note:  Return to the Corporate Vice President of Human Resources on or before December [      ], [        ]

 




Exhibit 12

 

TELEPHONE AND DATA SYSTEMS, INC.

RATIO OF EARNINGS TO FIXED CHARGES

For the Year Ended December 31,

 

(Dollars in thousands)

 

2012

 

2011

 

2010

 

2009

 

2008

 

EARNINGS:

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes (1)

 

$

196,235

 

$

363,745

 

$

285,774

 

$

385,488

 

$

156,366

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated entities

 

(92,867

)

(82,538

)

(98,074

)

(90,732

)

(89,812

)

Distributions from unconsolidated entities

 

84,884

 

92,231

 

100,845

 

91,587

 

92,335

 

Amortization of capitalized interest

 

1,676

 

1,109

 

867

 

497

 

 

Income attributable to noncontrolling interests in subsidiaries that do not have fixed charges

 

(25,709

)

(22,004

)

(21,938

)

(20,333

)

(23,955

)

 

 

164,219

 

352,543

 

267,474

 

366,507

 

134,934

 

Add fixed charges:

 

 

 

 

 

 

 

 

 

 

 

Consolidated interest expense (2)

 

86,745

 

118,201

 

116,810

 

126,209

 

139,304

 

Interest portion (1/3) of consolidated rent expense

 

57,594

 

52,455

 

51,244

 

49,553

 

46,420

 

 

 

308,558

 

523,199

 

435,528

 

542,269

 

320,658

 

FIXED CHARGES:

 

 

 

 

 

 

 

 

 

 

 

Consolidated interest expense (2)

 

86,745

 

118,201

 

116,810

 

126,209

 

139,304

 

Capitalized interest

 

21,369

 

14,321

 

4,825

 

3,850

 

4,162

 

Interest portion (1/3) of consolidated rent expense

 

57,594

 

52,455

 

51,244

 

49,553

 

46,420

 

 

 

$

165,708

 

$

184,977

 

$

172,879

 

$

179,612

 

$

189,886

 

RATIO OF EARNINGS TO FIXED CHARGES

 

1.86

 

2.83

 

2.52

 

3.02

 

1.69

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax-effected preferred dividends

 

$

78

 

$

71

 

$

75

 

$

78

 

$

82

 

Fixed charges

 

165,708

 

184,977

 

172,879

 

179,612

 

189,886

 

Fixed charges and preferred dividends

 

$

165,786

 

$

185,048

 

$

172,954

 

$

179,690

 

$

189,968

 

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

 

1.86

 

2.83

 

2.52

 

3.02

 

1.69

 

 


(1)          Includes non-cash charges related to losses on impairment as follows: 2012: $0.5 million; 2009: $14.0 million; 2008: $414.4 million.

 

Includes (Gain) loss on sale of business and other exit costs, net as follows: 2012: $21.1 million.

 

Includes loss on investment of $3.7 million in 2012 and gain on investment as follows: 2011: $24.1 million; 2008: $31.6 million.

 

(2)          Interest expense on income tax contingencies is not included in fixed charges.

 




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TABLE OF CONTENTS

Table of Contents


Exhibit 13

Telephone and Data Systems, Inc. and Subsidiaries


Financial Reports Contents

Management's Discussion and Analysis of Results of Operations and Financial Condition

  1

Overview

  1

Divestiture Transaction

  7

2013 Estimates

  10

Results of Operations—Consolidated

  14

Results of Operations—U.S. Cellular

  16

Results of Operations—TDS Telecom

  22

Inflation

  27

Recent Accounting Pronouncements

  27

Financial Resources

  28

Liquidity and Capital Resources

  32

Application of Critical Accounting Policies and Estimates

  37

Certain Relationships and Related Transactions

  43

Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

  43

Market Risk

  46

Consolidated Statement of Operations

  47

Consolidated Statement of Comprehensive Income

  48

Consolidated Statement of Cash Flows

  49

Consolidated Balance Sheet—Assets

  50

Consolidated Balance Sheet—Liabilities and Equity

  51

Consolidated Statement of Changes in Equity

  52

Notes to Consolidated Financial Statements

  55

Reports of Management

  109

Report of Independent Registered Public Accounting Firm

  111

Selected Consolidated Financial Data

  112

Consolidated Quarterly Information (Unaudited)

  113

Shareholder Information

  115

Table of Contents


Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Telephone and Data Systems, Inc. ("TDS") is a diversified telecommunications company providing high-quality telecommunications services to approximately 5.8 million wireless customers and 1.0 million wireline customer connections at December 31, 2012. TDS conducts substantially all of its wireless operations through its 84%-owned subsidiary, United States Cellular Corporation ("U.S. Cellular"). TDS provides wireline services through its incumbent local exchange carrier ("ILEC") and competitive local exchange carrier ("CLEC"), and provides hosted and managed services ("HMS"), under its wholly-owned subsidiary, TDS Telecommunications Corporation ("TDS Telecom"). TDS conducts printing and distribution services through its majority-owned subsidiary, Suttle-Straus, Inc. ("Suttle-Straus") and provides wireless services through its majority-owned subsidiary, Airadigm Communications, Inc. ("Airadigm"), a Wisconsin-based service provider. Airadigm operates independently from U.S. Cellular and at this time there are no plans to combine the operations of these subsidiaries. Suttle-Straus and Airadigm's financial results were not significant to TDS' operations for the year ended December 31, 2012.

The following discussion and analysis should be read in conjunction with TDS' audited consolidated financial statements and the description of TDS' business included in Item 1 of the TDS Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2012. The discussion and analysis contained herein refers to consolidated data and results of operations, unless otherwise noted.


OVERVIEW

The following is a summary of certain selected information contained in the comprehensive Management's Discussion and Analysis of Financial Condition and Results of Operations that follows. The overview does not contain all of the information that may be important. You should carefully read the entire Management's Discussion and Analysis of Financial Condition and Results of Operations and not rely solely on the overview.

Historically, TDS has reported the following business segments: U.S. Cellular, ILEC (which included HMS operations), CLEC, and Non-Reportable Segment which includes Suttle-Straus and, as of September 23, 2011, Airadigm. TDS' Corporate operations and intercompany eliminations have been included in "Other Reconciling Items" for purposes of business segment disclosure. As a result of recent acquisitions and changes in TDS' strategy, operations, personnel and internal reporting, TDS reevaluated and changed its reportable business segments in the quarter ended March 31, 2012. TDS' business segments reflected in this Annual Report on Form 10-K for the annual period ended December 31, 2012 are U.S. Cellular, ILEC, CLEC, HMS, and the Non-Reportable Segment. Periods presented for comparative purposes have been re-presented to conform to this revised presentation.


U.S. Cellular

U.S. Cellular's consolidated operating markets cover approximately 5.8 million customers in five geographic market areas in 26 states. As of December 31, 2012, U.S. Cellular's average penetration rate in its consolidated operating markets was 12.3%. U.S. Cellular operates on a customer satisfaction strategy, striving to meet or exceed customer needs by providing a comprehensive range of wireless products and services, excellent customer support, and a high-quality network. U.S. Cellular's business development strategy is to obtain interests in and access to wireless licenses in certain spectrum bands in areas overlapping, adjacent to or in proximity to its other wireless licenses, thereby building contiguous operating market areas with strong spectrum positions. U.S. Cellular anticipates that grouping its operations into market areas will continue to provide it with certain economies in its capital and operating costs.

Financial and operating highlights in 2012 included the following:

Total consolidated customers were 5,798,000 at December 31, 2012, including 5,557,000 retail customers (96% of total).

1


Table of Contents


Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

In November 2012, U.S. Cellular entered into a Purchase and Sale Agreement with subsidiaries of Sprint Nextel Corporation. U.S. Cellular will transfer to Sprint certain rights and assets, and Sprint will assume certain liabilities, related to U.S. Cellular's Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets, in consideration for $480 million in cash at closing, subject to pro-rations of certain assets and liabilities. See "Divestiture Transaction" below for additional information.

In May 2012, U.S. Cellular began offering U Prepaid, a no-contract wireless service, in select Walmart stores within its service areas. U.S. Cellular began offering a postpaid option through Walmart in October 2012 and continues to explore new distribution options.

In March 2012, U.S. Cellular, in conjunction with King Street Wireless L.P., began offering fourth generation Long-term Evolution ("4G LTE") service; as of December 31, 2012, the 4G LTE network covered approximately 61% of U.S. Cellular's postpaid customers. 4G LTE enhances the wireless experience by significantly increasing both the speed and data capacity available compared to 3G networks.

In March 2012, U.S. Cellular sold the majority of the assets and liabilities of a wireless market for $49.8 million in cash net of working capital adjustments. In connection with the sale, a $4.2 million gain was recorded in (Gain) loss on sale of business and other exit costs, net in the Consolidated Statement of Operations.

U.S. Cellular continued its efforts on a number of multi-year initiatives including the development of a new Billing and Operational Support System ("B/OSS") which will include a new point-of-sale system and consolidate billing on one platform.

Retail customer net losses were 47,000 in 2012 compared to net losses of 125,000 in 2011. In the postpaid category, there were net losses of 165,000 in 2012, compared to net losses of 117,000 in 2011. Prepaid net additions were 118,000 in 2012 compared to net losses of 8,000 in 2011.

Postpaid customers comprised approximately 92% of U.S. Cellular's retail customers as of December 31, 2012. The postpaid churn rate was 1.7% in 2012 and 1.5% in 2011. The prepaid churn rate was 6.0% in 2012 and 6.6% in 2011.

Postpaid customers on smartphone service plans increased to 42% as of December 31, 2012 compared to 30% as of December 31, 2011. In addition, smartphones represented 56% of all devices sold in 2012 compared to 44% in 2011. LTE smartphones represented 40% of all smartphones sold in 2012.

Retail service revenues of $3,548.0 million increased $61.5 million year-over-year, due to an increase in average monthly service revenue per customer, partially offset by a decrease of 156,000 in the average number of customers. Total service revenues of $4,098.9 million increased $45.1 million year-over-year, primarily due to increases in data and prepaid revenues partially offset by the phase down of ETC support and the net loss of retail customers.

Additions to Property, plant and equipment totaled $836.7 million, including expenditures to construct cell sites, increase capacity in existing cell sites and switches, deploy fourth generation Long-term Evolution ("4G LTE") equipment, outfit new and remodel existing retail stores, develop new billing and other customer management related systems and platforms, and enhance existing office systems. Total cell sites in service increased by 146, or 2%, year-over-year to 8,028.

U.S. Cellular anticipates that future results will be affected by the following factors:

Impacts of the Divestiture Transaction including, but not limited to, the ability to obtain regulatory approval, successfully complete the transaction and the actual financial impacts of such transaction;

Relative ability to attract and retain customers in a competitive marketplace in a cost effective manner;

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Effects of industry competition on service and equipment pricing and roaming revenues as well as the impacts associated with the expanding presence of carriers and other retailers offering low-priced, unlimited prepaid service;

Expanded distribution of products and services, such as U Prepaid and postpaid plans, in third-party national retailers;

Potential increases in prepaid customers, who generally generate lower average revenue per user ("ARPU"), as a percentage of U.S. Cellular's customer base in response to changes in customer preferences and industry dynamics;

The nature and rate of growth in the wireless industry, requiring U.S. Cellular to grow revenues primarily from selling additional products and services to its existing customers, increasing the number of multi-device users among its existing customers, increasing data products and services and attracting wireless customers switching from other wireless carriers.

Continued growth in revenues from data products and services and lower growth or declines in revenues from voice services;

Rapid growth in the demand for new data devices and services which may result in increased cost of equipment sold and other operating expenses and the need for additional investment in network capacity;

Costs of developing and enhancing office and customer support systems, including costs and risks associated with the completion and potential benefits of the multi-year initiatives described above;

Further consolidation among carriers in the wireless industry, which could result in increased competition for customers and/or cause roaming revenues to decline;

Continued enhancements to U.S. Cellular's wireless networks;

Uncertainty related to various rulemaking proceedings underway at the Federal Communications Commission ("FCC");

The FCC's adoption of mandatory roaming rules which may be of assistance in the negotiation of data roaming agreements with other wireless operators in the future;

Economic or competitive factors that restrict U.S. Cellular's access to devices desired by customers; and

Possible effects of industry litigation relating to patents, other intellectual property or otherwise, that may restrict U.S. Cellular's access to devices for sale to customers.

See "Results of Operations—U.S. Cellular."


TDS Telecom

TDS Telecom seeks to be the preferred telecommunications solutions provider in its chosen markets for both residential and commercial customers by developing and delivering high-quality products that meet or exceed customers' needs and to outperform the competition by maintaining superior customer service. TDS Telecom provides voice, high-speed data, and video services to residential customers through value-added bundling of products. The commercial focus is to provide advanced IP-based voice and data services to small to medium sized businesses. In addition, TDS Telecom seeks to grow through strategic acquisitions, as demonstrated by recent HMS acquisitions which provide colocation, dedicated hosting, hosted application management, cloud computing services and planning, engineering, procurement, installation, sales and management of Information Technology ("IT") infrastructure hardware solutions. TDS Telecom's strategy encompasses many components, including:

Delivering superior customer service;

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Developing a product portfolio targeted to TDS Telecom's chosen customers;

Investing in networks and deploying advanced technologies;

Advocating with respect to state and federal regulations for positions that support its ability to provide advanced telecommunications services to its customers;

Increasing its presence in the IT infrastructure, application outsourcing, and solution provider markets through organic growth, expansion or acquisition; and

Exploring transactions to acquire or divest properties that would result in strengthening its operations.

TDS Telecom is faced with significant challenges, including growing competition from wireless providers, wireline providers (other CLECs and cable providers) and other HMS providers, changes in regulation and technologies such as VoIP. These challenges could have a material adverse effect on the financial condition, results of operations and cash flows of TDS Telecom in the future.

Financial and operating highlights in 2012 included the following:

Operating revenues increased $39.1 million or 5% to $854.5 million in 2012. The increase was primarily due to $64.1 million from acquisitions of two HMS companies (one acquisition in each of 2011 and 2012), partially offset by a decline in revenue received from access charges to interexchange carriers and from regulatory recovery mechanisms and a decrease in revenues due to the decline in ILEC and CLEC connections.

Operating expenses increased $97.0 million or 14% to $813.8 million in 2012 primarily due to $68.8 million in operating costs associated with acquisitions of two HMS companies, coupled with the impacts of discrete expense reductions recorded in 2011 including insurance proceeds, the refund of certain prior year regulatory contributions and the settlement of a legal dispute.

Additions to Property, plant and equipment totaled $173.9 million including strategic investment in increased network capabilities for broadband services, HMS expansion, IPTV expansion, and software tools that improve management of the network and support sales and customer service processes.

On February 25, 2013, TDS entered into an Asset Purchase Agreement with Baja Broadband, LLC ("Baja") to acquire substantially all of the assets of Baja for $267.5 million in cash, subject to a working capital adjustment. Baja is a cable company that passes approximately 212,000 households in markets in Colorado, New Mexico, Texas, and Utah and offers video, broadband and voice services. The transaction is subject to governmental regulatory approvals, compliance with the Hart-Scott-Rodino Act and other conditions. Subject to approvals, the transaction is expected to close in the third quarter of 2013.

TDS anticipates that TDS Telecom's future results will be affected by the following factors:

Continued increases in competition from wireless and other wireline providers, cable providers, and technologies such as VoIP, DOCSIS 3.0 offered by cable providers, and third generation ("3G") and fourth generation ("4G") mobile technology;

Continued increases in consumer data usage and demand for high-speed data services;

Continued declines in physical access lines;

Continued focus on customer retention programs, including discounting for "triple-play" bundles that provide voice, DSL and IPTV or satellite video;

The expansion of IPTV into additional market areas in 2013;

Continued growth in hosted and managed services including the impacts resulting from the acquisition of OneNeck IT Services Corporation, a provider of hosted application management and managed services, in June 2011 and Vital Support Systems, LLC an Information Technology Solutions Provider, in June 2012;

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Continued focus on cost-reduction initiatives through product cost improvement and process efficiencies;

The Federal government's disbursement of Broadband Stimulus Funds to bring broadband to rural customers;

Uncertainty related to the National Broadband Plan and other rulemaking by the FCC, including uncertainty relating to future funding from the USF, broadband requirements, intercarrier compensation and changes in access reform;

Impacts of the Baja transaction, including, but not limited to, the ability to obtain regulatory approval, successfully complete the transaction, successfully integrate and operate the cable business of Baja, and the financial impacts of such transaction, including the effects on TDS' capital resources and liquidity as a result of the use of $267.5 million in cash for the purchase price; and

Potential acquisitions or divestitures by TDS and/or TDS Telecom of other ILEC, CLEC, HMS, cable or other businesses.

See "Results of Operations—TDS Telecom."


FCC Reform Order

On November 18, 2011, the FCC released a Report and Order and Further Notice of Proposed Rulemaking ("Reform Order") adopting reforms of its universal service and intercarrier compensation mechanisms, establishing a new, broadband-focused support mechanism, and proposing further rules to advance reform.

U.S. Cellular

The Reform Order substantially revises the current USF high cost program and intercarrier compensation regime. The current USF program, which supports voice services, is to be phased out over time and replaced with the Connect America Fund ("CAF"), a new Mobility Fund and a Remote Area Fund, which will collectively support broadband-capable networks. Mobile wireless carriers such as U.S. Cellular are eligible to receive funds in both the CAF and the Mobility Fund, although some areas that U.S. Cellular currently serves may be declared ineligible for support if they are already served, or are subject to certain rights of first refusal by incumbent carriers.

The terms and rules for participating in the CAF for wireless eligible telecommunications carriers ("ETC") have not been developed yet by the FCC. It is uncertain whether U.S. Cellular will obtain support through these replacement mechanisms to the current USF funding regime. If U.S. Cellular is successful in obtaining support, it will be required to meet certain regulatory conditions to obtain and retain the right to receive support including, for example, allowing other carriers to collocate on U.S. Cellular's towers, allowing voice and data roaming on U.S. Cellular's network, and submitting various reports and certifications to retain eligibility each year. It is possible that additional regulatory requirements will be imposed pursuant to the FCC's Further Notice of Proposed Rulemaking.

U.S. Cellular's current USF support is scheduled to be phased down. Support for 2012 (excluding certain adjustments) was frozen on January 1, 2012 using support for 2011 as a baseline and was reduced by 20% starting in July 2012. The reduction in USF support that U.S. Cellular otherwise would have received in 2012 is approximately $16 million. Support will be further reduced by 20% in July of each subsequent year; however, if the Phase II Mobility Fund is not operational by July 2014, the phase down will halt at that time and U.S. Cellular will receive 60% of its baseline support until the Phase II Mobility Fund is operational.

Multiple appeals and petitions for reconsideration have been filed with respect to the FCC Reform Order, but it has not been stayed.

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At this time, U.S. Cellular cannot predict the net effect of the FCC's changes to the USF high cost support program in the Reform Order or whether reductions in support will be fully offset with additional support from the CAF or the Mobility Fund. Accordingly, U.S. Cellular cannot predict whether such changes will have a material adverse effect on U.S. Cellular's business, financial condition or results of operations.

On September 27, 2012, the FCC conducted a single round, sealed bid, reverse auction to award up to $300 million in one-time Mobility Fund Phase I support to successful bidders that commit to provide 3G, or better, wireless service in areas designated as unserved by the FCC. This auction was designated by the FCC as Auction 901. As announced on October 3, 2012, U.S. Cellular and several of its wholly-owned subsidiaries participated in Auction 901. U.S. Cellular and its subsidiaries were winning bidders in eligible areas within 10 states and will receive up to $40.1 million in support from the Mobility Fund. As part of the auction rules, winning bidders must complete network build-out projects to provide 3G or 4G service to these areas within two or three years, respectively, and must also make their networks available to other providers for roaming. Winning bidders will receive support funding primarily upon achievement of coverage milestones defined in the auction rules.

TDS Telecom

The Reform Order is intended to modernize the payment framework for intercarrier compensation from one which had carriers recovering their capital and operating costs, in part, from one another to one where carriers will recover their costs first from their end user subscribers and then, if certain criteria are met, through a new federal restructure mechanism. The Reform Order adopted a national framework for switched access rates that brings TDS Telecom's ILECs terminating intrastate and interstate switched access to parity by July 1, 2013, rates for wireless traffic to bill-and-keep by July 1, 2012, and confirmed that VoIP traffic can be billed at access rates. It also mandated the development of a new restructure mechanism effective July 1, 2012 that allows TDS Telecom's ILECs to recover any lost access revenue from these access rate reductions, after first implementing or imputing set rate increases to end user subscribers, and subject to an annual 5% phase down.

The Reform Order also intends to reform the federal USF program by shifting over time the existing high-cost portion of the fund from supporting the voice network to facilitating the development of a broadband network in high-cost areas. While the Reform Order puts off long-term USF reform for rate-of-return carriers like TDS Telecom, it did mandate specific changes to the support these carriers currently receive. Additionally, limits on operating expenses and capital investment levels were established and are being phased-in with the intention to reduce legacy high-cost support.

The Reform Order has been the subject of numerous Petitions for Reconsideration, which asked the FCC to reconsider portions of its decision, and it is also the subject of numerous judicial appeals. In addition, the Reform Order also included a Further Notice of Proposed Rulemaking which primarily addresses longer-term USF reform by seeking comments on a range of follow up proposals. The future proposed rulemaking is especially important to TDS Telecom, as numerous issues relevant to rate of return carriers, such as TDS Telecom, will be addressed in it. TDS Telecom cannot predict the outcome of future rulemaking, reconsideration and legal challenges and as a consequence, the impacts these may have on TDS Telecom's Wholesale revenues.


Cash Flows and Investments

See "Financial Resources" and "Liquidity and Capital Resources" below for information related to cash flows and investments.

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DIVESTITURE TRANSACTION

On November 6, 2012, U.S. Cellular entered into a Purchase and Sale Agreement with subsidiaries of Sprint Nextel Corporation ("Sprint"). The Purchase and Sale Agreement also contemplates certain other agreements, collectively referred to as the "Divestiture Transaction."

As more fully described below, the Purchase and Sale Agreement provides that U.S. Cellular will transfer to Sprint certain rights and assets (collectively, the "Subject Assets"), and Sprint will assume certain liabilities ("Subject Liabilities"), related to U.S. Cellular's Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets (the "Divestiture Markets"), in consideration for $480 million in cash at closing ("Purchase Price"), subject to pro-rations of certain assets and liabilities. U.S. Cellular will retain all other assets ("Retained Assets") and liabilities ("Retained Liabilities") related to the Divestiture Markets. U.S. Cellular is not transferring and will continue to operate and provide services in Peoria, Rockford and certain other areas in Illinois, and in Columbia, Joplin, Jefferson City and certain other areas in Missouri.

Management, the U.S. Cellular Board of Directors and the TDS Board of Directors considered various alternatives and approved this transaction as part of a decision to divest low-margin markets and focus U.S. Cellular's efforts and capital on its higher-margin markets. The transaction will better position U.S. Cellular to invest its resources in markets where it is more likely to succeed. U.S. Cellular's strategic priority is to drive growth and profitability in its stronger markets.

The Subject Assets include customers (the "Subject Customers") and most of U.S. Cellular's PCS licenses in the Divestiture Markets. U.S. Cellular will retain its direct and indirect ownership interests in other spectrum in the Divestiture Markets. The transaction does not affect spectrum licenses held by U.S. Cellular or by variable interest entities consolidated by U.S. Cellular, that are not currently used in the operations of the Divestiture Markets. The Subject Liabilities that will be assumed by Sprint include only (i) liabilities as of the closing relating to the Subject Customers and (ii) liabilities arising after the closing relating to the Subject Assets.

The Retained Assets include all assets other than the Subject Assets, including cash, accounts receivable, inventory, naming rights, real estate, 561 owned cell sites including towers, network equipment, stores, retail equipment, furniture and fixtures, and all other assets, including corporate and other facilities located in the Divestiture Markets. The Retained Liabilities include all liabilities other than the Subject Liabilities, including accounts payable, accrued expenses, liabilities to employees, taxes, and obligations under benefit plans, contracts, leases and asset retirement obligations.

The transaction is subject to FCC approval, compliance with the Hart-Scott-Rodino Act and other conditions. Subject to the satisfaction or (if permitted) waiver of all conditions, the transaction is expected to close in mid-2013.

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Selected pro forma information related to the Divestiture Transaction is as follows:

(Dollars in millions)
  As Reported   Divestiture
Markets(1)
  Core
Markets
 

As of or for the Year Ended December 31, 2012

                   

Postpaid customers(2)

    5,134,000     463,000     4,671,000  

Prepaid customers(2)

    423,000     81,000     342,000  

Reseller customers(2)

    241,000     16,000     225,000  
               

Total customers

    5,798,000     560,000     5,238,000  
               

Market penetration in consolidated operating markets(2)

    12.3 %   3.7 %   16.4 %

Postpaid churn rate(2)

    1.67 %   2.95 %   1.53 %

TDS Operating revenues

  $ 5,345   $ 440   $ 4,905  

U.S. Cellular Service revenues

  $ 4,099   $ 427   $ 3,672  

TDS Capital expenditures

  $ 1,005   $ 68   $ 937  

U.S. Cellular Capital expenditures

  $ 837   $ 68   $ 769  

For the year ended December 31, 2011

                   

TDS Operating revenues

  $ 5,180   $ 474   $ 4,706  

U.S. Cellular Service revenues

  $ 4,054   $ 468   $ 3,586  

TDS Capital expenditures

  $ 987   $ 67   $ 920  

U.S. Cellular Capital expenditures

  $ 783   $ 67   $ 716  

For the year ended December 31, 2010

                   

TDS Operating revenues

  $ 4,987   $ 515   $ 4,472  

U.S. Cellular Service revenues

  $ 3,913   $ 513   $ 3,400  

TDS Capital expenditures

  $ 755   $ 68   $ 687  

U.S. Cellular Capital expenditures

  $ 583   $ 68   $ 515  

(1)
The As-Reported amounts of Operating revenues and Capital expenditures represent GAAP financial measures and the U.S. Cellular Service revenues and the Divestiture Markets and Core Markets amounts represent non-GAAP financial measures. TDS believes that the amounts under Divestiture Markets and Core Markets may be useful to investors and other users of its financial information in evaluating the pro forma amounts for the Core Markets.

(2)
See "Results of Operations—U.S. Cellular" for a further description of customers, market penetration and churn rate.

The Divestiture Transaction contemplates that five agreements will be entered into as of the closing: a Customer Transition Services Agreement, a Network Transition Services Agreement, a Spectrum Manager Lease Agreement, a Brand License Agreement, and an amendment to the Sprint/U.S. Cellular Intercarrier Roaming Agreement.

At closing, the Subject Customers will cease to be customers of U.S. Cellular and will become customers of Sprint. Pursuant to the Customer Transition Services Agreement, on and after closing, U.S. Cellular will provide customer service and billing to, and collect accounts receivable from, the Subject Customers on behalf of Sprint for a period of up to 24 months following the closing. Sprint will reimburse U.S. Cellular at an amount equal to U.S. Cellular's cost, including applicable overhead allocations, for providing such services and will provide notice to U.S. Cellular when to discontinue them.

Pursuant to the Network Transition Services Agreement, U.S. Cellular will retain and continue to operate the Retained Assets to provide network services to Sprint in the Divestiture Markets for a period of up to 24 months following the closing. Sprint will reimburse U.S. Cellular at an amount equal to U.S. Cellular's cost, including applicable overhead allocations, for providing such services and for actual cell site rent expenses during the transition period. Sprint will provide notice to U.S. Cellular as to how and when to decommission certain network assets.

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Sprint will reimburse U.S. Cellular up to $200 million (the "Sprint Cost Reimbursement") for network-related exit costs in the Divestiture Markets that U.S. Cellular expects to incur as a result of the transaction, including: (i) costs to decommission cell sites and mobile telephone switching office ("MTSO") sites in the Divestiture Markets, (ii) costs to terminate real property leases related to cell sites in the Divestiture Markets, (iii) costs to terminate certain network access arrangements, and (iv) costs for employee termination benefits that are paid to specified engineering employees in the Divestiture Markets.

The Spectrum Manager Lease Agreement provides that Sprint, as lessor, would lease the Subject Licenses to U.S. Cellular, as lessee, to provide U.S. Cellular with FCC authority to operate the network during the transition period. U.S. Cellular is not required to make any lease payments to Sprint under this agreement.

The Brand License Agreement provides that Sprint will have the rights to continue to use U.S. Cellular's trade-names, trademarks and service marks in the Divestiture Markets during the transition period. No additional payments are due by Sprint to U.S. Cellular under this agreement.

Sprint will not purchase or assume any of U.S. Cellular's retail locations, distribution points or agent relationships. The transaction ultimately will result in the closure of approximately 100 company-owned stores and the termination of related retail associates, along with the termination of agent and sub-agent relationships related to approximately 150 stores in these markets. U.S. Cellular also will cease to distribute the U Prepaid product in Walmart stores in these markets.

U.S. Cellular expects to incur costs associated with store closures and agent terminations in the Divestiture Markets, including: (i) costs to terminate leases for company-owned retail stores, (ii) costs for employee termination benefits that are paid to retail and support employees, and (iii) costs to terminate certain agent and sub-agent relationships. Sprint will not reimburse U.S. Cellular for costs associated with company-owned store closures and agent terminations.

Upon the completion of the transaction, U.S. Cellular expects to reduce its workforce by approximately 1,000 employees in these markets, primarily store employees, but also including engineering employees and support staff. Most of these employees will continue to work through the closing and some of the employees will continue to be retained through the completion of the transition services period.

Between the date of the Purchase and Sale Agreement and the closing, the operating results of the Divestiture Markets will continue to be presented in continuing operations. The financial impacts of the Divestiture Transaction are classified in the Consolidated Statement of Operations within Operating income. See Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information regarding (i) the amounts TDS expects to recognize in the Consolidated Statement of Operations between the date the Purchase and Sale Agreement was signed and the end of the transition services period and (ii) the actual amounts incurred during the year ended December 31, 2012 as a result of the transaction. The net impacts of the Divestiture Transaction resulted in a $44.5 million reduction in U.S. Cellular's Operating income in the quarter ended December 31, 2012.

As a result of the transaction, TDS reviewed the remaining goodwill and intangible assets in these reporting units and units of accounting for impairment in the fourth quarter of 2012 and concluded there was no impairment of Goodwill or Licenses. See Application of Critical Accounting Policies and Estimates, below, for additional information.

As noted above, the Purchase Price is $480 million, net of certain pro-rations, to be received upon the closing of the Purchase and Sale Agreement, and the Sprint Cost Reimbursement is up to $200 million. After the closing, U.S. Cellular intends to invest the Purchase Price in excess of non-reimbursed exit costs and income tax payments in temporary investments and these funds will be available for use for general corporate purposes. This will increase U.S. Cellular's liquidity and capital resources at that time, subject to the below cash expenditures and income taxes.

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As a result of the transaction, U.S. Cellular expects net cash flows of the following:

(Dollars in thousands)
  Cash inflow (outflow)

Proceeds:

     

Purchase price

  $ 480,000

Reimbursement of transition and exit costs

    150,000 - 200,000

Cash expenditures:

     

Employee related costs including severance, retention and outplacement

    (15,000) - (25,000)

Contract termination costs

    (125,000) - (175,000)

Costs of decommissioning cell sites and MTSOs

    (40,000) - (50,000)

Transaction costs

    (3,000) - (5,000)

Income taxes

    (130,000) - (150,000)

Net cash proceeds from the transaction are expected to be $275 million to $350 million. Such net cash proceeds will be realized over the period from the date of the signing of the Purchase and Sale Agreement on November 6, 2012, to the end of the transition services agreements. Net cash outflows related to the Divestiture Transaction for the quarter ended December 31, 2012 totaled $0.3 million.

Following the closing, TDS will no longer receive Operating revenues in the Divestiture Markets. However, following the closing, TDS will continue to incur Cost of services and products expenses, Selling, general and administrative expenses and Depreciation, amortization and accretion in the Divestiture Markets in order for U.S. Cellular to provide transition services to Sprint. Certain of these costs will be reimbursed by Sprint pursuant to the Customer Transition Service Agreement and the Network Transition Services Agreement described above.


2013 ESTIMATES

Estimates of full-year 2013 results for U.S. Cellular, TDS Telecom and TDS, are shown below. Such estimates represent management's view as of the date of filing of TDS' Form 10-K for the year ended December 31, 2012. Such forward-looking statements should not be assumed to be current as of any future date. TDS undertakes no duty to update such information whether as a result of new information, future events or otherwise. There can be no assurance that final results will not differ materially from such estimated results.

TDS has changed the measures which it uses to present estimates of operating results. TDS now provides estimates for consolidated revenues and capital expenditures. In addition, TDS previously presented Adjusted OIBDA, defined as operating income excluding the effects of: depreciation, amortization and accretion (OIBDA); the loss on impairment of assets; and the net gain or loss on asset disposals and exchanges. TDS believes Adjusted income before income taxes, as defined below, is a measure which provides a more comprehensive and meaningful view of TDS' recurring results of operations.

 
  2013 Estimated Results(1)
 
  U.S. Cellular(2)   TDS Telecom(3)   TDS(2)(3)(7)

(Dollars in millions)

           

Adjusted operating revenues(4)

  $3,765 - $3,885   $850 - $900   $4,660 - $4,830

Adjusted income before income taxes(5)

  $780 - $900   $220 - $250   $995 - $1,145

Capital expenditures

  Approx. $600   Approx. $155   Approx. $765

(1)
These estimates are based on TDS' current plans, which include a multi-year deployment of 4G LTE technology which commenced in 2011 at U.S. Cellular and a multi-year deployment of IPTV which commenced in 2011 at TDS Telecom. New developments or changing conditions (such as, but not limited to, regulatory developments, customer net growth, customer demand for data services, costs to deploy, agreements for content or franchises, or possible acquisitions, dispositions or exchanges) could affect TDS' plans and, therefore, its 2013 estimated results.

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(2)
These estimates also assume the Divestiture Transaction closes July 1, 2013. Actual effects could vary significantly from these estimates as a result of a change in the expected timing of the Divestiture Transaction. See Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information on the Divestiture Transaction.

These estimates reflect U.S. Cellular's consolidated results for 2013. Estimated results reflecting U.S. Cellular's Divestiture Markets and Core Markets are shown in the table below:

 
  2013 Estimated Results
 
  U.S. Cellular
Core Markets(6)
  U.S. Cellular
Divestiture Markets(6)
  U.S. Cellular
Consolidated(6)

(Dollars in millions)

           

Adjusted operating revenues(4)

  $3,600 - $3,700   $165 - $185   $3,765 - $3,885

Adjusted income before income taxes(5)

  $765 - $865   $15 - $35   $780 - $900

Capital expenditures

  Approx. $600     Approx. $600

(3)
These estimates do not reflect the effects of the acquisition of Baja Broadband, LLC. See Note 20—Subsequent Events in the Notes to Consolidated Financial Statements for additional information.

(4)
Adjusted operating revenues is a non-GAAP financial measure defined as Operating revenues excluding U.S. Cellular Equipment sales revenues. U.S. Cellular Equipment sales revenues are excluded from Adjusted operating revenues since U.S. Cellular equipment is generally sold at a net loss, and such net loss that results from U.S. Cellular Equipment sales revenues less U.S. Cellular Cost of equipment sold is viewed as a cost of earning service revenues for purposes of assessing business results. For purposes of developing this guidance, TDS does not calculate an estimate of U.S. Cellular Equipment sales revenues. TDS believes this measure provides useful information to investors regarding TDS' results of operations. Adjusted operating revenues is not a measure of financial performance under GAAP and should not be considered as an alternative to Operating revenues as an indicator of the Company's operating performance.

(5)
Adjusted income before income taxes is a non-GAAP financial measure defined as income before: Income taxes, Depreciation, amortization and accretion, net Gain or loss on sale of business and other exit costs, and Interest expense. Adjusted income before income taxes is not a measure of financial performance under GAAP and should not be considered as an alternative to Income before income taxes as an indicator of the Company's operating performance or as an alternative to cash flows from operating activities, determined in accordance with GAAP, as an indicator of cash flows or as a measure of liquidity. TDS believes Adjusted income before income taxes is a meaningful measure of TDS' operating results before significant recurring non-cash charges, discrete gains and losses and financing charges (Interest expense). The following tables provide a reconciliation of Income before income taxes to Adjusted income before income taxes for 2013 Estimated Results and 2012, 2011 and 2010 actual results:

 
  2013 Estimated Results
 
  U.S. Cellular
Core Markets(6)
  U.S. Cellular
Divestiture
Markets(2)(6)
  U.S. Cellular
Consolidated(6)
  TDS Telecom   TDS(7)

(Dollars in millions)

                   

Income before income taxes(8)(9)

  $165 - $265   ($180) - ($160)   ($15) - $105   $25 - $55   ($55) - $95

Depreciation, amortization and accretion expense

  Approx. $545   Approx. $195   Approx. $740   Approx. $195   Approx. $940

Interest expense

  Approx. $55     Approx. $55     Approx. $110
                     

Adjusted income before income taxes

  $765 - $865   $15 - $35   $780 - $900   $220 - $250   $995 - $1,145
                     

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Management's Discussion and Analysis of Financial Condition and Results of Operations


 
  2012 Actual Results  
 
  U.S. Cellular Consolidated(6)   TDS Telecom   TDS(7)  

(Dollars in millions)

                   

Income before income taxes(9)

  $ 205.1   $ 45.0   $ 196.2  

Depreciation, amortization and accretion expense

    608.6     193.1     813.6  

(Gain) loss on sale of business and other exit costs, net

    21.0         21.1  

Interest expense (Capitalized interest)

    42.4     (1.5 )   86.7  
               

Adjusted income before income taxes

  $ 877.1   $ 236.6   $ 1,117.6  
               

 

 
  2011 Actual Results  
 
  U.S. Cellular Consolidated(6)   TDS Telecom   TDS(7)  

(Dollars in millions)

                   

Income before income taxes

  $ 312.8   $ 107.5   $ 363.7  

Depreciation, amortization and accretion expense

    573.6     180.5     765.8  

(Gain) loss on sale of business and other exit costs, net

             

Interest expense (Capitalized interest)

    65.6     (2.6 )   118.2  
               

Adjusted income before income taxes

  $ 952.0   $ 285.4   $ 1,247.7  
               

 

 
  2010 Actual Results  
 
  U.S. Cellular Consolidated(6)   TDS Telecom   TDS(7)  

(Dollars in millions)

                   

Income before income taxes

  $ 241.1   $ 101.3   $ 285.8  

Depreciation, amortization and accretion expense

    571.0     174.1     755.6  

(Gain) loss on sale of business and other exit costs, net

             

Interest expense (Capitalized interest)

    61.6     (0.8 )   116.8  
               

Adjusted income before income taxes

  $ 873.7   $ 274.6   $ 1,158.2  
               

(6)
The U.S. Cellular Consolidated amounts represent GAAP financial measures and include the results of both the Core Markets and the Divestiture Markets. As used herein, "Core Markets" represents U.S. Cellular's total consolidated markets excluding the Divestiture Markets. The Core Markets and Divestiture Markets amounts represent non-GAAP financial measures. TDS believes that the Core Markets and Divestiture Markets amounts may be useful to investors and other users of its financial information in evaluating the pro forma results for the Core Markets.

(7)
The TDS column includes U.S. Cellular, TDS Telecom and also the impacts of consolidating eliminations, corporate operations and non-reportable segments, all of which are not presented above.

(8)
This amount does not include any estimate for (Gain) loss on sale of business and other exit costs, net, as the timing of such amount is not readily estimable.

(9)
The 2013 estimated amounts for depreciation, amortization and accretion expense in the U.S. Cellular Divestiture Markets include approximately $120 million of incremental accelerated depreciation resulting from the Divestiture Transaction. The 2012 actual results include $20.1 million of incremental accelerated depreciation resulting from the Divestiture Transaction.

TDS' management currently believes that the foregoing estimates represent a reasonable view of what is achievable considering actions that TDS and its subsidiaries have taken and will be taking. However, the

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current competitive conditions in the telecommunications industry have created a challenging environment that could continue to significantly impact actual results.

U.S. Cellular expects to continue its focus on customer satisfaction by delivering a high quality network, attractively priced service plans, a broad line of wireless devices and other products, and outstanding customer service. U.S. Cellular believes that future growth in its revenues will result primarily from selling additional products and services, including data products and services, to its existing customers, increasing the number of multi-device users among its existing customers, and attracting wireless users switching from other wireless carriers. U.S. Cellular is focusing on opportunities to increase revenues, pursuing cost reduction initiatives in various areas and implementing a number of initiatives to enable future growth. The initiatives are intended, among other things, to allow U.S. Cellular to accelerate its introduction of new products and services, better segment its customers for new services and retention, sell additional services such as data, expand its distribution channels, enhance its internet sales and customer service capabilities, improve its prepaid products and services and reduce operational expenses over the long term.

TDS Telecom will continue to focus on revenue growth through new service offerings as well as expense reduction through product and service cost improvement and process efficiencies. In order to achieve these objectives TDS Telecom has allocated capital expenditures for: process and productivity initiatives, increased network and product capabilities for broadband services, the expansion of IPTV, success-based spending to sustain managedIP growth and development of HMS products and services. Additionally, TDS Telecom will fund its share for projects approved under the Recovery Act to increase broadband access in unserved areas. Under the Recovery Act, TDS Telecom will receive $105.1 million in federal grants and will provide $30.9 million ($15.8 million of which is included in 2013 estimated capital expenditures) of its own funds to complete 44 projects. Under the terms of the grants, the projects must be completed by June of 2015. TDS Telecom will also experience financial effects as a result of the Baja acquisition and the operations of Baja after the closing, the effects of which are not included in the above estimates for 2013.

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RESULTS OF OPERATIONS—CONSOLIDATED

Year Ended December 31,
  2012   Increase/
(Decrease)
  Percentage
Change
  2011   Increase/
(Decrease)
  Percentage
Change
  2010  
(Dollars in thousands, except per share amounts)
 

Operating revenues

                                           

U.S. Cellular

  $ 4,452,084   $ 108,738     3 % $ 4,343,346   $ 165,665     4 % $ 4,177,681  

TDS Telecom

    854,506     39,118     5 %   815,388     19,546     2 %   795,842  

All other(1)

    38,687     16,950     78 %   21,737     8,431     63 %   13,306  
                                   

Total operating revenues

    5,345,277     164,806     3 %   5,180,471     193,642     4 %   4,986,829  

Operating expenses

                                           

U.S. Cellular

    4,295,428     232,862     6 %   4,062,566     86,358     2 %   3,976,208  

TDS Telecom

    813,764     97,027     14 %   716,737     20,729     3 %   696,008  

All other(1)

    52,222     13,556     35 %   38,666     20,144     >100 %   18,522  
                                   

Total operating expenses

    5,161,414     343,445     7 %   4,817,969     127,231     3 %   4,690,738  

Operating income (loss)

                                           

U.S. Cellular

    156,656     (124,124 )   (44 )%   280,780     79,307     39 %   201,473  

TDS Telecom

    40,742     (57,909 )   (59 )%   98,651     (1,183 )   (1 )%   99,834  

All other(1)

    (13,535 )   3,394     20 %   (16,929 )   (11,713 )   >(100 )%   (5,216 )
                                   

Total operating income

    183,863     (178,639 )   (49 )%   362,502     66,411     22 %   296,091  

Other income (expenses)

                                           

Equity in earnings of unconsolidated entities

    92,867     10,329     13 %   82,538     (15,536 )   (16 )%   98,074  

Interest and dividend income

    9,248     103     1 %   9,145     (1,363 )   (13 )%   10,508  

Gain (loss) on investment

    (3,718 )   (27,821 )   N/M     24,103     24,103     N/M      

Interest expense

    (86,745 )   31,456     27 %   (118,201 )   (1,391 )   (1 )%   (116,810 )

Other, net

    720     (2,938 )   (80 )%   3,658     5,747     N/M     (2,089 )
                                   

Total other income (expenses)

    12,372     11,129     >100 %   1,243     11,560     N/M     (10,317 )
                                   

Income before income taxes

    196,235     (167,510 )   (46 )%   363,745     77,971     27 %   285,774  

Income tax expense

    73,582     (39,921 )   (35 )%   113,503     18,315     19 %   95,188  
                                   

Net income

    122,653     (127,589 )   (51 )%   250,242     59,656     31 %   190,586  

Less: Net income attributable to noncontrolling interests, net of tax

    (40,792 )   8,884     18 %   (49,676 )   (3,939 )   (9 )%   (45,737 )
                                   

Net income attributable to TDS shareholders

    81,861     (118,705 )   (59 )%   200,566     55,717     38 %   144,849  

Preferred dividend requirement

    (50 )           (50 )           (50 )
                                   

Net income available to common shareholders

  $ 81,811   $ (118,705 )   (59 )% $ 200,516   $ 55,717     38 % $ 144,799  
                                   

Basic earnings per share attributable to TDS shareholders(2)

  $ 0.75   $ (1.10 )   (59 )% $ 1.85   $ 0.53     40 % $ 1.32  

Diluted earnings per share attributable to TDS shareholders(2)

  $ 0.75   $ (1.08 )   (59 )% $ 1.83   $ 0.52     40 % $ 1.31  

N/M—Percentage change not meaningful

(1)
Consists of Non-Reportable Segment, corporate operations and intercompany eliminations between U.S. Cellular, TDS Telecom, the Non-Reportable Segment and corporate operations.

(2)
On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS. Basic and diluted earnings per share attributable to TDS shareholders have been retroactively restated to reflect the impact of the increased shares outstanding as a result of the Share Consolidation Amendment as of the beginning of all periods presented. See Note 15—Common Shareholders' Equity in the Notes to Consolidated Financial Statements for additional information.


Operating Revenues and Expenses

See "Results of Operations—U.S. Cellular" and "Results of Operations—TDS Telecom" below for factors that affected Operating revenues and expenses.

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Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents TDS' share of net income from entities accounted for by the equity method. TDS' investment in the Los Angeles SMSA Limited Partnership ("LA Partnership") contributed $67.2 million, $55.3 million and $64.8 million to Equity in earnings of unconsolidated entities in 2012, 2011 and 2010, respectively. TDS received cash distributions from the LA Partnership of $66.0 million in each of 2012, 2011 and 2010.


Gain (loss) on investment

Loss on investment in 2012 includes a provision for loss of $3.7 million related to a note receivable and preferred stock acquired by U.S. Cellular in connection with an acquisition in 1998. Gain on investment in 2011 includes a gain of $12.7 million from TDS' acquisition of 63% of Airadigm in September 2011 and a $13.4 million gain recorded as a result of adjusting the carrying value of a pre-existing noncontrolling interest for which U.S. Cellular purchased the remaining interest in May 2011, as more fully described in Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements.


Interest expense

TDS recorded $15.4 million in interest expense to write-off unamortized debt issuance costs related to TDS' $282.5 million, 7.6% Senior Notes, and U.S. Cellular's $330 million, 7.5% Senior Notes, redeemed on May 2, 2011 and June 20, 2011, respectively. The impact of these write-offs in 2011, along with lower effective interest rates on long-term debt and an increase in capitalized interest for multi-year projects during 2012, resulted in the year-over-year decrease of $31.5 million expense from 2011 to 2012. The increase of $1.4 million from 2010 to 2011 also reflects the 2011 write-offs, which was partially offset by an increase in capitalized interest during 2011.


Income tax expense

The effective tax rates on Income before income taxes for 2012, 2011 and 2010 were 37.5%, 31.2% and 33.3%, respectively. The following significant discrete and other items impacted income tax expense for these years:

2012—Includes tax benefits of $11.3 million resulting from state statute of limitation expirations and $6.1 million resulting from corrections relating to prior periods, offset by tax expense of $1.3 million related to state income tax audits and tax expense associated with increases to state deferred tax asset valuation allowances of $5.2 million.

2011—Includes tax benefits of $26.9 million resulting from state tax law changes and $9.0 million resulting from state statute of limitation expirations, offset by tax expense of $6.0 million resulting from correction of partnership tax basis relating to a prior period.

2010—Includes a tax benefit of $6.5 million resulting from favorable settlement of state income tax audits.

See Note 4—Income Taxes in the Notes to Consolidated Financial Statements for further information on the effective tax rate.

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Net income attributable to noncontrolling interests, net of tax

Net income attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders' share of U.S. Cellular's net income, the noncontrolling shareholders' or partners' share of certain U.S. Cellular subsidiaries' net income or loss and other TDS noncontrolling interests.

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
 

Net income attributable to noncontrolling interest, net of tax U.S. Cellular

                   

Noncontrolling public shareholders'

  $ 18,431   $ 28,934   $ 24,323  

Noncontrolling shareholders' or partners'

    22,361     20,742     21,414  
               

  $ 40,792   $ 49,676   $ 45,737  
               


RESULTS OF OPERATIONS U.S. CELLULAR

TDS provides wireless telephone service through U.S. Cellular, an 84%-owned subsidiary. U.S. Cellular owns, manages and invests in wireless markets throughout the United States.

Following is a table of summarized operating data for U.S. Cellular's consolidated operations.

As of December 31,
  2012   2011   2010  

Total population

                   

Consolidated markets(1)

    93,244,000     91,965,000     90,468,000  

Consolidated operating markets(1)

    46,966,000     46,888,000     46,546,000  

Market penetration at end of period

                   

Consolidated markets(2)

    6.2 %   6.4 %   6.7 %

Consolidated operating markets(2)

    12.3 %   12.6 %   13.0 %

All Customers

                   

Total at end of period

    5,798,000     5,891,000     6,072,000  

Gross additions

    1,302,000     1,155,000     1,372,000  

Net additions (losses)

    (88,000 )   (186,000 )   (69,000 )

Smartphones sold as a percent of total devices sold(3)

    55.8 %   44.0 %   24.6 %

Retail Customers

                   

Total at end of period

    5,557,000     5,608,000     5,729,000  

Postpaid smartphone penetration(3) (4)

    41.8 %   30.5 %   16.7 %

Gross additions

    1,248,000     1,064,000     1,205,000  

Net retail additions (losses)(5)

    (47,000 )   (125,000 )   (15,000 )

Net postpaid additions (losses)

    (165,000 )   (117,000 )   (66,000 )

Net prepaid additions (losses)

    118,000     (8,000 )   51,000  

Service revenue components (000s)

                   

Retail service

  $ 3,547,979   $ 3,486,522   $ 3,459,546  

Inbound roaming

    348,717     348,309     253,290  

Other

    202,160     218,966     200,165  
               

Total service revenues (000s)

  $ 4,098,856   $ 4,053,797   $ 3,913,001  

Total ARPU(6)

  $ 58.70   $ 56.54   $ 53.27  

Billed ARPU(7)

  $ 50.81   $ 48.63   $ 47.10  

Postpaid ARPU(8)

  $ 54.32   $ 54.00   $ 51.21  

Postpaid churn rate(9)

    1.7 %   1.5 %   1.5 %

Capital expenditures (000s)

  $ 836,748   $ 782,526   $ 583,134  

Cell sites in service

    8,028     7,882     7,645  

(1)
Used only to calculate market penetration of consolidated markets and consolidated operating markets, respectively. See footnote (2) below.

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(2)
Market Penetration is 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®.

(3)
Smartphones represent wireless devices which run on an Android™, Blackberry®, or Windows Mobile® operating system, excluding tablets.

(4)
Smartphone penetration is calculated by dividing postpaid smartphone customers by total postpaid customers.

(5)
Includes net postpaid additions (losses) and net prepaid additions (losses).

(6)
Total ARPU—Average monthly service revenue per customer includes retail service, inbound roaming and other service revenues and is calculated by dividing total service revenues by the number of months in the period and by the average total customers during the period.

(7)
Billed ARPU—Average monthly billed revenue per customer is calculated by dividing total retail service revenues by the number of months in the period and by the average total customers during the period. Retail service revenues include revenues attributable to postpaid, prepaid and reseller customers.

(8)
Postpaid ARPU—Average monthly revenue per postpaid customer is calculated by dividing total retail service revenues from postpaid customers by the number of months in the period and by the average postpaid customers during the period.

(9)
Represents the percentage of the retail postpaid customer base that disconnects service each month. This figure represents the average monthly postpaid churn rate for each respective annual period.


Components of Operating Income

Year Ended December 31,
  2012   Increase/
(Decrease)
  Percentage
Change
  2011   Increase/
(Decrease)
  Percentage
Change
  2010  
(Dollars in thousands)
   
 

Retail service

  $ 3,547,979   $ 61,457     2 % $ 3,486,522   $ 26,976     1 % $ 3,459,546  

Inbound roaming

    348,717     408         348,309     95,019     38 %   253,290  

Other

    202,160     (16,806 )   (8 )%   218,966     18,801     9 %   200,165  
                                   

Service revenues

    4,098,856     45,059     1 %   4,053,797     140,796     4 %   3,913,001  

Equipment sales

    353,228     63,679     22 %   289,549     24,869     9 %   264,680  
                                   

Total operating revenues

    4,452,084     108,738     3 %   4,343,346     165,665     4 %   4,177,681  

System operations (excluding Depreciation, amortization and accretion reported below)

    946,805     17,426     2 %   929,379     74,448     9 %   854,931  

Cost of equipment sold

    935,947     144,145     18 %   791,802     35,512     5 %   756,290  

Selling, general and administrative

    1,764,933     (4,768 )       1,769,701     (13,614 )   (1 )%   1,783,315  

Depreciation, amortization and accretion

    608,633     35,076     6 %   573,557     2,602         570,955  

(Gain) loss on asset disposals and exchanges, net

    18,088     19,961     N/M     (1,873 )   (12,590 )   N/M     10,717  

(Gain) loss on sale of business and other exit costs, net

    21,022     21,022     N/M             N/M      
                                   

Total operating expenses

    4,295,428     232,862     6 %   4,062,566     86,358     2 %   3,976,208  
                                   

Operating income

  $ 156,656   $ (124,124 )   (44 )% $ 280,780   $ 79,307     39 % $ 201,473  
                                   

N/M—Percentage change not meaningful

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Operating Revenues

Service revenues

Service revenues consist primarily of: (i) charges for access, airtime, roaming, recovery of regulatory costs and value-added services, including data products and services, provided to U.S. Cellular's retail customers and to end users through third-party resellers ("retail service"); (ii) charges to other wireless carriers whose customers use U.S. Cellular's wireless systems when roaming, including long-distance roaming ("inbound roaming"); and (iii) amounts received from the Federal USF.

Retail service revenues

Retail service revenues increased by $61.5 million, or 2%, to $3,548.0 million primarily due to the impact of an increase in the average monthly retail service revenue per customer, partially offset by a decrease in U.S. Cellular's average customer base.

The average number of customers decreased to 5,819,000 in 2012 from 5,975,000 in 2011, driven by reductions in postpaid and reseller customers. The average number of customers in 2011 decreased from 6,121,000 in 2010 driven by reductions in postpaid, prepaid and reseller customers.

Average monthly retail service revenue per customer increased to $50.81 in 2012 from $48.63 in 2011, and in 2011 increased from $47.10 in 2010. The increase in 2012 from 2011 reflects the impact of a larger portion of the customer base using smartphones which drives incremental data access revenue. The average monthly retail service revenue increase in both years also includes the impact of a reduction in the number of reseller customers, who typically generate lower average monthly revenues.

U.S. Cellular expects continued pressure on revenues in the foreseeable future due to industry competition for customers and related effects on pricing of service plan offerings offset to some degree by continued adoption of smartphones and data usage.

U.S. Cellular accounts for loyalty reward points under the deferred revenue method. Under this method, U.S. Cellular allocates a portion of the revenue billed to customers with applicable plans to the loyalty reward points. The revenue allocated to these points is initially deferred in the Consolidated Balance Sheet and is recognized in future periods when the loyalty reward points are redeemed or used. Application of the deferred revenue method of accounting related to loyalty reward points resulted in deferring net revenues of $17.7 million in 2012, $31.8 million in 2011, and $7.1 million in 2010. Deferred revenues related to loyalty reward points are included in the Customer deposits and deferred revenues in the Consolidated Balance Sheet at December 31, 2012 and December 31, 2011.

Inbound roaming revenues

Inbound roaming revenues of $348.7 million were flat in 2012 compared to 2011 as higher data revenues, reflecting significantly higher volumes but lower negotiated rates, were offset by lower voice revenues, reflecting both lower volumes and rates. In 2011, inbound roaming revenues increased $95.0 million, or 38% compared to 2010 as an increase in data roaming revenues was partially offset by a decrease in voice roaming revenues. U.S. Cellular expects continued growth in data roaming volume but also expects that the revenue impact of this growth will be offset by the impacts of decreases in negotiated data roaming rates and voice roaming volumes.

Other revenues

As described below, ETC support was phased down to 80% of 2011 levels beginning July 1, 2012. As a result, Other revenues decreased by $16.8 million, or 8%, in 2012 compared to 2011. In 2011, the increase of $18.8 million, or 9%, was driven primarily by increased ETC revenues due to expanded eligibility in certain states and adjustments by the Universal Service Administrative Company ("USAC") that reduced amounts received in prior years. U.S. Cellular was eligible to receive ETC funds in sixteen states in 2012, 2011 and 2010. ETC revenues recorded in 2012, 2011 and 2010 were $140.8 million, $160.5 million and $143.9 million, respectively.

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Pursuant to the FCC's Reform Order (See "Overview—FCC Reform Order" above), U.S. Cellular's ETC support is currently being phased down. Support for 2012 (excluding certain adjustments) was frozen on January 1, 2012 at 2011 levels and was reduced by 20% starting in July 2012. Support will be reduced by 20% in July of each subsequent year; however, if the Phase II Mobility Fund is not operational by July 2014, the phase down will halt at that time and U.S. Cellular will receive 60% of its baseline support until the Phase II Mobility Fund is operational.

See the "Overview—FCC Reform Order" section above for a discussion of alternative sources of funding. At this time, U.S. Cellular cannot predict the net effect of the FCC's changes to the USF high cost support program in the Reform Order or the extent to which reductions in support will be offset with additional support from the CAF or the Mobility Fund. Accordingly, U.S. Cellular cannot predict whether such changes will have a material adverse effect on U.S. Cellular's business, financial condition or results of operations.

Equipment sales revenues

Equipment sales revenues include revenues from sales of wireless devices and related accessories to both new and existing customers, as well as revenues from sales of wireless devices and accessories to agents. All equipment sales revenues are recorded net of rebates.

U.S. Cellular offers a competitive line of quality wireless devices to both new and existing customers. U.S. Cellular's customer acquisition and retention efforts include offering new wireless devices to customers at discounted prices; in addition, customers on currently offered rate plans receive loyalty reward points that may be used to purchase a new wireless device or accelerate the timing of a customer's eligibility for a wireless device upgrade at promotional pricing. U.S. Cellular also continues to sell wireless devices to agents including national retailers; this practice enables U.S. Cellular to provide better control over the quality of wireless devices sold to its customers, establish roaming preferences and earn quantity discounts from wireless device manufacturers which are passed along to agents and other retailers. U.S. Cellular anticipates that it will continue to sell wireless devices to agents in the future.

The increase in 2012 equipment sales revenues of $63.7 million, or 22%, to $353.2 million was driven primarily by a 17% increase in average revenue per wireless device sold; an increase in equipment activation fees also was a factor. Average revenue per wireless device sold increased due to a shift in customer preference to higher priced smartphones. The increase in 2011 equipment sales revenues of $24.9 million, or 9%, to $289.5 million was driven by a 15% increase in average revenue per wireless device sold offset by a 4% decrease in total wireless devices sold.


Operating Expenses

System operations expenses (excluding Depreciation, amortization and accretion)

System operations expenses (excluding Depreciation, amortization and accretion) include charges from telecommunications service providers for U.S. Cellular's customers' use of their facilities, costs related to local interconnection to the wireline network, charges for cell site rent and maintenance of U.S. Cellular's network, long-distance charges, outbound roaming expenses and payments to third-party data product and platform developers.

System operations expenses increased $17.4 million, or 2%, to $946.8 million in 2012 and $74.4 million, or 9%, to $929.4 million in 2011. Key components of the overall increases in System operations expenses were as follows:

Maintenance, utility and cell site expenses increased $24.4 million, or 6%, in 2012 and $26.4 million, or 7%, in 2011, driven primarily in both years by increases in the number of cell sites within U.S. Cellular's network and costs related to the deployment and operation of LTE networks. The number of cell sites totaled 8,028, 7,882 and 7,645 in 2012, 2011 and 2010, respectively, as U.S. Cellular continued to expand and enhance coverage in its existing markets. The increases in expenses were also due to an increase in software maintenance costs to support increased data needs.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Customer usage expenses increased by $4.1 million, or 1%, in 2012, and $2.7 million, or 1%, in 2011, primarily due to an increase in data capacity and usage, offset by a decline in voice usage in both years as well as reduced intercarrier compensation expenses as a result of the FCC's Reform Order.

Expenses incurred when U.S. Cellular's customers used other carriers' networks while roaming decreased $11.1 million, or 4%, in 2012 and increased $45.4 million, or 22%, in 2011. In 2012 roaming data usage continued to increase rapidly but it was more than offset by reductions in negotiated roaming rates and continued decreases in voice roaming. The increase in 2011 was primarily due to increased data roaming usage partially offset by a decline in voice roaming expenses.

U.S. Cellular expects system operations expenses to increase in the future to support the continued growth in cell sites and other network facilities as it continues to add capacity, enhance quality and deploy new technologies as well as to support increases in total customer usage, particularly data usage. However, these increases are expected to be offset to some extent by cost savings generated by shifting data traffic to the 4G LTE network from the 3G network, containment of roaming expense via lower negotiated rates and initiatives designed to reduce overall customer usage.

Cost of equipment sold

Cost of equipment sold increased $144.1 million, or 18%, in 2012 and $35.5 million, or 5% in 2011. In 2012, total devices sold increased by 1% due to expanded distribution for U Prepaid compared to a decline in total wireless devices sold in 2011. In both years there was an increase in the average cost per wireless device sold (18% in 2012 and 8% in 2011) due to a shift in the mix of sales to smartphones. In 2012, the introduction of 4G LTE devices also was a significant driver to the increase in Cost of equipment sold as these devices are more costly than similar 3G devices. However, 4G LTE technology results in lower system operations expense during a customer's lifecycle.

U.S. Cellular's loss on equipment, defined as equipment sales revenues less cost of equipment sold, was $582.7 million, $502.3 million and $491.6 million for 2012, 2011 and 2010, respectively. U.S. Cellular expects loss on equipment to continue to be a significant cost in the foreseeable future as wireless carriers continue to use device availability and pricing as a means of competitive differentiation. In addition, U.S. Cellular expects increasing sales of data centric wireless devices such as smartphones and tablets to result in higher equipment subsidies over time; these devices generally have higher purchase costs which cannot be recovered through proportionately higher selling prices to customers. Smartphones sold as a percentage of total devices sold was 56%, 44% and 25% in 2012, 2011 and 2010, respectively.

Selling, general and administrative expenses

Selling, general and administrative expenses include salaries, commissions and expenses of field sales and retail personnel and facilities; telesales department salaries and expenses; agent commissions and related expenses; corporate marketing and merchandise management; and advertising expenses. Selling, general and administrative expenses also include bad debts expense, costs of operating customer care centers and corporate expenses.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Selling, general and administrative expenses decreased by $4.8 million to $1,764.9 million in 2012 and by $13.6 million to $1,769.7 in 2011. Key components of the net changes in Selling, general and administrative expenses were as follows:

2012—

Selling and marketing expenses decreased by $24.8 million, or 3%, primarily from more cost-effective advertising spending.

General and administrative expenses increased by $20.1 million, or 2%, driven by increases in bad debt expense, Federal Universal Service Charge ("FUSC") expense and non-income tax expense. FUSC charges are assessed to customers and also included in Service revenues.

2011—

Selling and marketing expenses decreased by $13.7 million, or 2%, primarily due to lower advertising costs as a result of shifting advertising efforts to more cost effective methods as well as lower commissions expense reflecting fewer eligible transactions.

General and administrative expenses were relatively flat year over year.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expense increased $35.1 million in 2012, or 6% primarily due to the acceleration of depreciation in the Divestiture Markets and depreciation and amortization on asset additions.

(Gain) loss on asset disposals and exchanges, net

(Gain) loss on asset disposals and exchanges, net was a loss of $18.1 million in 2012 primarily due to losses resulting from the write-off of certain network assets.


(Gain) loss on sale of business and other exit costs, net

(Gain) loss on sale of business and other exit costs, net was a loss of $21.0 million in 2012. This loss is primarily due to employee severance costs and asset write-offs in the Divestiture Markets, partially offset by a $4.2 million gain resulting from the sale of a wireless market in March 2012.

See "Financial Resources" and "Liquidity and Capital Resources" for a discussion of U.S. Cellular's capital expenditures.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS—TDS TELECOM

TDS conducts its wireline operations through TDS Telecom, a wholly-owned subsidiary. The following table summarizes operating data for TDS Telecom's ILEC and CLEC operations:

As of December 31,
  2012   2011   2010  

ILEC

                   

Residential Connections

                   

Physical access lines(1)

    350,100     367,500     386,600  

Broadband connections(2)

    221,700     219,600     210,300  

IPTV customers

    7,900     4,600     3,900  
               

ILEC residential connections

    579,700     591,700     600,800  
               

Commercial Connections

                   

Physical access lines(1)

    107,600     114,400     121,100  

Broadband connections(2)

    18,500     18,200     17,000  

managedIP connections(3)

    17,200     8,600     4,000  
               

ILEC commercial connections

    143,300     141,200     142,100  
               

CLEC

                   

Residential Connections

                   

Physical access lines(1)

    24,600     31,800     42,200  

Broadband connections(2)

    8,200     11,000     14,500  
               

CLEC residential connections

    32,800     42,800     56,700  
               

Commercial Connections

                   

Physical access lines(1)

    135,500     157,300     174,800  

Broadband connections(2)

    11,200     14,600     16,400  

managedIP connections(3)

    77,400     44,900     26,000  
               

CLEC commercial connections

    224,100     216,800     217,200  
               

Total ILEC and CLEC Customer Connections

    979,900     992,500     1,016,800  
               

(1)
A physical access line is the individual circuit connecting a customer to TDS Telecom's central office facilities.

(2)
The number of customers provided high-capacity data circuits via various technologies, including DSL and dedicated Internet circuit technologies.

(3)
The number of telephone handsets, data lines and IP trunks providing communications using IP networking technology.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations


TDS Telecom Total (ILEC, CLEC, and HMS Operations)

Components of Operating Income

Year Ended December 31,
  2012   Increase/
(Decrease)
  Percentage
Change
  2011   Increase/
(Decrease)
  Percentage
Change
  2010  
(Dollars in thousands)
   
 

Operating revenues

                                           

ILEC revenues

  $ 578,412   $ (19,399 )   (3 )% $ 597,811   $ (9,033 )   (1 )% $ 606,844  

CLEC revenues

    173,397     (6,935 )   (4 )%   180,332     (7,652 )   (4 )%   187,984  

HMS revenues

    113,010     65,830     >100 %   47,180     36,630     >100 %   10,550  

Intra-company elimination

    (10,313 )   (378 )   (4 )%   (9,935 )   (399 )   (4 )%   (9,536 )
                                   

TDS Telecom operating revenues

    854,506     39,118     5 %   815,388     19,546     2 %   795,842  

Operating expenses

                                           

ILEC expenses

    514,138     17,515     4 %   496,623     (11,782 )   (2 )%   508,405  

CLEC expenses

    179,289     1,371     1 %   177,918     (8,164 )   (4 )%   186,082  

HMS expenses

    130,650     78,519     >100 %   52,131     41,074     >100 %   11,057  

Intra-company elimination

    (10,313 )   (378 )   (4 )%   (9,935 )   (399 )   (4 )%   (9,536 )
                                   

TDS Telecom operating expenses

    813,764     97,027     14 %   716,737     20,729     3 %   696,008  
                                   

TDS Telecom operating income

  $ 40,742   $ (57,909 )   (59 )% $ 98,651   $ (1,183 )   (1 )% $ 99,834  
                                   


ILEC Operations

Components of Operating Income

Year Ended December 31,
  2012   Increase/
(Decrease)
  Percentage
Change
  2011   Increase/
(Decrease)
  Percentage
Change
  2010  
(Dollars in thousands)
   
 

Operating revenues

                                           

Residential

  $ 279,400   $ (458 )     $ 279,858   $ 455       $ 279,403  

Commercial

    97,382     (1,199 )   (1 )%   98,581     (6,263 )   (6 )%   104,844  

Wholesale

    201,630     (17,742 )   (8 )%   219,372     (3,225 )   (1 )%   222,597  
                                   

Total operating revenues

    578,412     (19,399 )   (3 )%   597,811     (9,033 )   (1 )%   606,844  

Operating expenses

                                           

Cost of services and products (excluding depreciation, amortization and accretion reported below)

    192,514     923         191,591     (1,108 )   (1 )%   192,699  

Selling, general and administrative expenses

    170,493     12,191     8 %   158,302     (10,481 )   (6 )%   168,783  

Depreciation, amortization and accretion

    150,557     4,870     3 %   145,687     (664 )       146,351  

Loss on asset disposals, net

    535     (508 )   (49 )%   1,043     471     82 %   572  

Loss on sale of business and other exit
costs, net

    39     39     N/M             N/M      
                                   

Total operating expenses

    514,138     17,515     4 %   496,623     (11,782 )   (2 )%   508,405  
                                   

Total operating income

  $ 64,274   $ (36,914 )   (36 )% $ 101,188   $ 2,749     3 % $ 98,439  
                                   

N/M—Percentage change not meaningful


Operating Revenues

Residential revenues consist of voice, data and video services to our residential customer base.

Residential revenues of $279.4 million in 2012 were essentially the same compared to 2011 and 2010. Reductions in the number of residential connections of 2% and 1% in 2012 and 2011, respectively, negatively impacted residential revenues by $4.7 million and $2.1 million. Customers choosing higher speed data plans drove a 2% increase in average revenue per residential connection in 2012, which increased residential revenues $6.0 million. Reductions in discounts attributed to bundled offerings increased revenues $2.7 million in 2011 compared to 2010.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Commercial revenues consist of data and voice services and sales and installation of business telephone systems to our commercial customer base.

The decrease in Commercial revenues of $1.2 million or 1% to $97.4 million in 2012 was primarily due to a $1.9 million decline in business systems sales and charges for directory assistance. A $1.9 million increase in revenue resulting from an increase in commercial connections was partially offset by a $1.3 million decrease in the average revenue per commercial connection.

The decrease in Commercial revenues of $6.3 million or 6% to $98.6 million in 2011 was primarily due to a $3.2 million decline in business systems sales. A decrease in commercial connections resulted in a $1.5 million decrease in revenue and a decrease in the average revenue per commercial connection reduced revenue by $1.3 million.

Wholesale revenues consist of compensation from other carriers for utilizing TDS Telecom's network infrastructure and regulatory recoveries.

Wholesale revenues decreased $17.7 million or 8% to $201.6 million in 2012. Wholesale revenues decreased $7.8 million in 2012 as a result of changes in support mechanisms and in intercarrier compensation resulting from the Reform Order released by the FCC in November 2011, as described in the Overview—FCC Reform Order section above. Revenues received through interstate and intrastate regulatory recovery mechanisms also decreased $5.7 million due to changes in eligible expense recovery thresholds and reductions in the pool earnings. Additionally, Wholesale revenues declined $4.9 million due to a 12% decline in intrastate minutes of use. TDS Telecom expects Wholesale revenues to continue to decline in 2013.

Wholesale revenues decreased by $3.2 million or 1% to $219.4 million in 2011. Wholesale revenues decreased $4.2 million due to a 9% decline in intrastate minutes of use and $2.4 million due to declines in revenues received through interstate regulatory recovery mechanisms. Partially offsetting these decreases was an increase of $1.2 million in revenues received from state USF programs.


Operating Expenses

Cost of services and products (excluding Depreciation, amortization and accretion)

Cost of services and products of $192.5 million in 2012 were flat compared to 2011. Increases in employee related costs, increased charges related to IPTV expansion and network maintenance costs were nearly offset by decreased costs of goods sold, lower circuit charges and a decrease in reciprocal compensation expense related to the FCC Reform Order which mandated rate reductions that became effective in July of 2012.

Cost of services and products of $191.6 million in 2011 were flat compared to 2010. Reduced network costs primarily resulting from improved circuit infrastructure and traffic routing and decreased costs of goods sold, were nearly offset by increased expense associated with promotions.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $12.2 million or 8% to $170.5 million in 2012. Discrete benefits recorded in 2011 including receipt of insurance proceeds, the refund of certain prior year regulatory contributions and the settlement of a legal dispute decreased 2011 Selling, general and administrative expenses by $7.7 million. These discrete benefits in 2011 were the primary cause of the overall expense decrease from 2010 to 2011, and expense increase from 2011 to 2012. Additionally, higher employee related and contractor costs, and contributions to the USF contributed to the increase in 2012.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense increased $4.9 million or 3% to $150.6 million in 2012 due to increased capital additions.

Depreciation, amortization and accretion expense of $145.7 million in 2011 was flat compared to 2010.


CLEC Operations

Components of Operating Income

Year Ended December 31,
  2012   Increase/
(Decrease)
  Percentage
Change
  2011   Increase/
(Decrease)
  Percentage
Change
  2010  
(Dollars in thousands)
   
   
   
   
   
   
   
 

Operating revenues

                                           

Residential

  $ 17,192   $ (4,814 )   (22 )% $ 22,006   $ (8,545 )   (28 )% $ 30,551  

Commercial

    138,637     407         138,230     2,018     1 %   136,212  

Wholesale

    17,568     (2,528 )   (13 )%   20,096     (1,125 )   (5 )%   21,221  
                                   

Total operating revenues

    173,397     (6,935 )   (4 )%   180,332     (7,652 )   (4 )%   187,984  

Operating expenses

                                           

Cost of services and products (excluding depreciation, amortization and accretion reported below)

    89,949     (1,399 )   (2 )%   91,348     (5,586 )   (6 )%   96,934  

Selling, general and
administrative expenses

    66,886     2,377     4 %   64,509     402     1 %   64,107  

Depreciation, amortization and accretion

    21,969     (7 )       21,976     (2,703 )   (11 )%   24,679  

Loss on asset disposals, net

    485     400     >100 %   85     (277 )   (77 )%   362  
                                   

Total operating expenses

    179,289     1,371     1 %   177,918     (8,164 )   (4 )%   186,082  
                                   

Total operating income

  $ (5,892 ) $ (8,306 )   N/M   $ 2,414   $ 512     27 % $ 1,902  
                                   

N/M—Percentage change not meaningful


Operating Revenues

Residential revenues consist of data and voice services to our residential customer base.

Residential revenues decreased $4.8 million or 22% to $17.2 million in 2012, and decreased $8.5 million or 28% to $22.0 million in 2011. Average residential connections decreased 24% in 2012 and 2011, respectively, as the CLEC operations continue to implement a strategic shift towards serving primarily a commercial subscriber base.

Commercial revenues consist of data and voice services to our commercial customer base.

Commercial revenues of $138.6 million in 2012 were essentially unchanged compared to 2011 and 2010. The revenue increase from the growth in managedIP connections was partially offset by a decrease in revenue from the decline in legacy voice and data services in both 2012 and 2011.

Wholesale revenues represent charges to other carriers for utilizing TDS Telecom's network infrastructure.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Wholesale revenues decreased $2.5 million or 13% to $17.6 million in 2012 primarily due to lower average rates due to the FCC Reform Order which mandated rate reductions that became effective July 2012. Wholesale revenues decreased $1.1 million or 5% to $20.1 million in 2011 due to an 11% reduction in minutes of use, which resulted in a $3.1 million decrease to Wholesale revenues which was partially offset by a $1.8 million increase in special access revenues.


Operating Expenses

Cost of services and products (excluding Depreciation, amortization and accretion)

Cost of services decreased $1.4 million or 2% to $89.9 million in 2012, and decreased $5.6 million or 6% to $91.3 million in 2011. Reductions in purchased network services of $2.7 million and $5.5 million in 2012 and 2011, respectively, have been realized as a result of the decline in the residential customer base. Reciprocal compensation expense decreased $0.9 million in 2012 due to the FCC Reform Order.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $2.4 million or 4% to $66.9 million in 2012 primarily due to an increase in contributions to the USF.

Selling, general and administrative expenses were relatively unchanged in 2011 as increases in payroll related expense of $1.5 million were mostly offset by decreases in USF charges and bad debt expense.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense of $22.0 million was unchanged at 2012.

Depreciation, amortization and accretion expense decreased $2.7 million or 11% to $22.0 million in 2011 primarily due to accelerated depreciation recorded in 2010 on certain equipment due to technological obsolescence as well as certain assets becoming fully depreciated in 2011.


HMS Operations

Components of Operating Income

Year Ended December 31,
  2012   Increase/
(Decrease)
  Percentage
Change
  2011   Increase/
(Decrease)
  Percentage
Change
  2010  
(Dollars in thousands)
   
   
   
   
   
   
   
 

Total operating revenues

  $ 113,010   $ 65,830     >100 % $ 47,180   $ 36,630     >100 % $ 10,550  

Operating expenses

                                           

Cost of services and products (excluding depreciation, amortization and accretion reported below)

    75,781     52,279     >100 %   23,502     19,903     >100 %   3,599  

Selling, general and administrative expenses

    34,193     18,546     >100 %   15,647     11,410     >100 %   4,237  

Depreciation, amortization and accretion

    20,568     7,701     60 %   12,867     9,843     >100 %   3,024  

Loss on asset disposals, net

    108     (7 )   (6 )%   115     (82 )   (42 )%   197  
                                   

Total operating expenses

    130,650     78,519     >100 %   52,131     41,074     >100 %   11,057  
                                   

Total operating income

  $ (17,640 ) $ (12,689 )   >(100 )% $ (4,951 ) $ (4,444 )   >(100 )% $ (507 )
                                   

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations


Operating Revenues

HMS operating revenues consist of colocation, dedicated hosting, hosted application management, cloud computing services, and planning, engineering, procurement, installation, sales and management of IT infrastructure hardware solutions.

HMS revenues increased $65.8 million to $113.0 million in 2012. The acquisitions of OneNeck in June of 2011 and Vital in June of 2012 contributed $64.1 million of incremental 2012 revenues.

HMS revenues increased $36.6 million to $47.2 million in 2011. The acquisitions of VISI and TEAM in March and December of 2010, respectively and OneNeck in June of 2011 contributed $34.9 million of the increase in 2011 revenues compared to 2010.


Operating Expenses

Cost of services and products (excluding Depreciation, amortization and accretion)

Cost of services and products increased $52.3 million to $75.8 million in 2012 and increased $19.9 million to $23.5 million in 2011. Acquisitions increased Cost of services and products $47.7 million and $19.1 million in 2012 and 2011, respectively.

Selling, general and administrative expense

Selling, general and administrative expense increased $18.5 million to $34.2 million in 2012 and increased $11.4 million to $15.6 million in 2011. Acquisitions increased Selling, general and administrative expense $15.1 million and $9.9 million in 2012 and 2011, respectively. Additional expenses were incurred in both 2012 and 2011 as TDS Telecom develops the infrastructure and products and services to grow the HMS operations.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense increased $7.7 million to $20.6 million in 2012 and increased $9.8 million to $12.9 million in 2011 primarily due to acquisitions. Customer list and trade name amortization contributed $4.4 million and $3.6 million of the increase in 2012 and 2011, respectively.


INFLATION

Management believes that inflation affects TDS' business to no greater or lesser extent than the general economy.


RECENT ACCOUNTING PRONOUNCEMENTS

In general, recent accounting pronouncements did not have and are not expected to have a significant effect on TDS' financial condition and results of operations.

See Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements for information on recent accounting pronouncements.

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Telephone and Data Systems, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations


FINANCIAL RESOURCES

TDS operates a capital- and marketing-intensive business. TDS utilizes cash on hand, cash from operating activities, cash proceeds from divestitures and disposition of investments, short-term credit facilities and long-term debt financing to fund its acquisitions (including licenses), construction costs, operating expenses and share repurchases. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, the timing of acquisitions, capital expenditures and other factors. The table below and the following discussion in this Financial Resources section summarize TDS' cash flow activities in 2012, 2011 and 2010.

 
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Cash flows from (used in)

                   

Operating activities

  $ 1,105,172   $ 1,255,711   $ 1,076,207  

Investing activities

    (998,078 )   (866,089 )   (1,208,038 )

Financing activities

    70,112     (168,030 )   (200,955 )
               

Net increase (decrease) in cash and cash equivalents

  $ 177,206   $ 221,592   $ (332,786 )
               

The Divestiture Transaction, as described above, resulted in net Cash used in operating activities of $0.3 million during the year ended December 31, 2012. Cash flows from operating and financing activities in future periods will be impacted by the Divestiture Transaction, as described in the Divestiture Transaction section.


Cash Flows from Operating Activities

The following table presents Adjusted OIBDA and is included for purposes of analyzing changes in operating activities. Adjusted OIBDA is defined as operating income excluding the effects of: depreciation, amortization and accretion (OIBDA); the loss on impairment of assets (if any); the net gain or loss on asset disposals and exchanges (if any); and the net gain or loss on sale of business and other exit costs (if any). A more detailed description of Adjusted OIBDA is presented with Note 17—Business Segment Information in the Notes to Consolidated Financial Statements.

 
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Operating income

  $ 183,863   $ 362,502   $ 296,091  

Add back:

                   

Depreciation, amortization and accretion

    813,626     765,776     755,649  

Loss on impairment of assets

    515          

(Gain) loss on asset disposals and exchanges, net

    19,741     (810 )   11,763  

(Gain) loss on sale of business and other exit costs, net

    21,061          
               

Adjusted OIBDA

  $ 1,038,806   $ 1,127,468   $ 1,063,503  
               

Cash flows from operating activities in 2012 were $1,105.2 million, a decrease of $150.5 million from 2011. Significant changes included the following:

Adjusted OIBDA, as shown in the table above, decreased by $88.7 million primarily due to a decrease in operating income. See discussion in the "Results of Operations" for factors that affected operating income.

Income tax refunds, net of $62.0 million were recorded in 2012 compared to income tax refunds, net of $67.0 million in 2011. This resulted in a year-over-year decrease in cash flows of $5.0 million. Federal tax refunds of $71.5 million were received in 2012 for carrybacks from the 2011 tax year to the 2009 and 2010 tax years. TDS incurred a federal net operating loss in 2011 attributed to 100% bonus

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    depreciation applicable to qualified capital expenditures. TDS' future federal income tax liabilities associated with the current benefits being realized from bonus depreciation are accrued as a component of Net deferred income tax liability (noncurrent) in the Consolidated Balance Sheet. TDS expects federal income tax payments to substantially increase beginning in 2014 and remain at a higher level for several years as the amount of TDS' federal tax depreciation deduction substantially decreases as a result of having accelerated depreciation in earlier years. This expectation considers the bonus depreciation provisions enacted in January 2013, which includes 50% federal tax bonus depreciation on qualified capital expenditures in the 2013 tax year and assumes that federal bonus depreciation provisions are not enacted in future periods. To the extent further federal bonus depreciation provisions are enacted, this expectation will change.

Changes in Accounts receivable combined with the impact of Bad debts expense required $6.4 million and $26.8 million in 2012 and 2011, respectively, resulting in a year-over-year increase in cash flows of $20.4 million. Accounts receivable balances fluctuate based on the timing of customer payments, promotions and other factors.

Changes in Inventory required $29.9 million in 2012 and $13.4 million in 2011, resulting in a $16.5 million year-over-year decrease in cash flows. This change was primarily due to higher inventory levels and a change in inventory mix, resulting in a higher cost per unit.

Changes in Accounts payable required $12.3 million in 2012 and provided $29.3 million in 2011 causing a year-over-year decrease in cash flows of $41.6 million. Changes in Accounts payable were primarily driven by payment timing differences related to network equipment and device purchases.

Changes in other assets and liabilities required $30.5 million and $4.4 million in 2012 and 2011, respectively, causing a year-over-year decrease in cash flows of $26.1 million. This change was primarily due to an increase in LTE-related deferred charges.

Cash flows from operating activities in 2011 were $1,255.7 million, an increase of $179.5 million from 2010. Significant changes included the following:

Adjusted OIBDA, as shown in the table above, increased by $64.0 million primarily due to an increase in operating income. See discussion in the "Results of Operations" for factors that affected operating income.

Income tax refunds, net of $67.0 million were recorded in 2011 compared to income tax payments, net of $87.1 million in 2010 resulting in a $154.1 million year-over-year increase in cash flows. Tax refunds received in 2011 primarily represented federal refunds related to the 2010 tax year.

Changes in Inventory required $13.4 million in 2011 and provided $40.7 million in 2010, resulting in a $54.0 million year-over-year decrease in cash flows. This change was primarily due to higher inventory levels and a change in inventory mix, resulting in a higher cost per unit.

Changes in Accounts payable provided $29.3 million in 2011 and required $47.8 million in 2010 causing a year-over-year increase in cash flows of $77.1 million. Changes in Accounts payable were driven primarily by payment timing differences related to network equipment and device purchases.

Changes in Customer deposits and deferred revenues provided $35.5 million in 2011 and $6.5 million in 2010, resulting in a year-over-year increase in cash flows of $29.0 million. This change was primarily driven by deferred revenues related to the loyalty reward program at U.S. Cellular.

Changes in Other assets and liabilities required $4.4 million in 2011 and provided $93.5 million in 2010, causing a year-over-year net decrease in cash flows of $97.9 million. In 2009, a $38.0 million deposit was paid to the Internal Revenue Service ("IRS") to eliminate any potential interest due to the IRS subsequent to the date of the deposit. In 2010, after closure of the IRS audit for the tax years 2002 through 2005, the IRS returned TDS' $38.0 million deposit. This $38.0 million was included in Change in other assets and liabilities in 2010 as a cash inflow. Changes in amounts due to agents and accrued

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    rebates were the primary cause of the remaining $59.9 million year-over-year change in Other assets and liabilities.


Cash Flows from Investing Activities

TDS makes substantial investments to acquire wireless licenses and properties and to construct and upgrade telecommunications networks and facilities as a basis for creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue-enhancing and cost-reducing upgrades to TDS' networks.

Capital expenditures (i.e. additions to property, plant and equipment and system development expenditures) totaled $1,004.6 million in 2012, $987.2 million in 2011 and $755.0 million in 2010. Cash used for additions to property, plant and equipment is reported in the Consolidated Statement of Cash Flows and excludes amounts accrued in Accounts payable for capital expenditures at December 31 of the current year, and includes amounts paid in the current period that were accrued at December 31 of the prior year. Cash used for additions to property, plant and equipment totaled $995.5 million, $971.8 million and $739.2 million in 2012, 2011 and 2010, respectively. These expenditures were made to provide for customer and usage growth (in recent periods, particularly with respect to data usage), to upgrade service and to take advantage of service-enhancing and cost-reducing technological developments in order to maintain competitive services.

U.S. Cellular's capital expenditures totaled $836.7 million in 2012, $782.5 million in 2011 and $583.1 million in 2010 representing expenditures to construct new cell sites, build-out 4G LTE networks in certain markets, increase capacity in existing cell sites and switches, develop new and enhance existing office systems such as the new Billing and Operational Support System ("B/OSS") and customer relationship management platforms, and construct new and remodel existing retail stores.

TDS Telecom's capital expenditures for its ILEC operations totaled $137.1 million in 2012, $141.8 million in 2011 and $123.6 million in 2010 representing expenditures to upgrade property, plant and equipment to provide enhanced services. TDS Telecom's capital expenditures for its CLEC operations totaled $21.5 million in 2012, $22.4 million in 2011 and $20.3 million in 2010 for switching and other network facilities. TDS Telecom's capital expenditures for its HMS operations totaled $15.3 million in 2012, $27.0 million in 2011 and $13.4 million in 2010 representing expenditures to expand data center facilities and purchase IT related equipment to deliver products and services.

Cash payments for acquisitions in 2012, 2011 and 2010 were as follows:

Cash Payments for Acquisitions(1)
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

U.S. Cellular licenses

  $ 122,690   $ 4,406   $ 17,101  

U.S. Cellular businesses

        19,367      

HMS businesses

    40,692     95,865     64,590  

Non-Reportable Segment(2)

        (14,130 )    
               

Total

  $ 163,382   $ 105,508   $ 81,691  
               

(1)
Cash amounts paid for the acquisitions may differ from the purchase price due to cash acquired in the transactions and cash payments remitted in periods subsequent to the respective transactions.

(2)
Cash held by Airadigm at acquisition. TDS acquired 63% of Airadigm on September 23, 2011.

In March 2012, U.S. Cellular sold the majority of the assets and liabilities of a wireless market for $49.8 million in cash. See Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to this sale.

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TDS invested $120.0 million, $180.9 million and $493.8 million in 2012, 2011 and 2010, respectively, in U.S. Treasury securities and corporate notes with maturities greater than three months from the acquisition date. TDS realized cash proceeds of $243.4 million, $393.2 million and $106.3 million in 2012, 2011 and 2010, respectively, related to the maturities of its investments in U.S. Treasury securities, corporate notes and certificates of deposit.


Cash Flows from Financing Activities

Cash flows from financing activities primarily reflect repayment of and proceeds from short-term and long-term debt balances, dividends to shareholders, distributions to noncontrolling interests, cash used to repurchase Common Shares and cash proceeds from reissuance of Common Shares pursuant to stock-based compensation plans.

In September 2011, Airadigm paid $32.7 million to the FCC in satisfaction of amounts due pursuant to Airadigm's plan of reorganization. See Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information related to this acquisition.

In November 2012, TDS issued $195.0 million of 5.875% Senior Notes due 2061, and paid related debt issuance costs of $7.1 million.

In May 2011, U.S. Cellular issued $342.0 million of 6.95% Senior Notes due 2060, and paid related debt issuance costs of $11.0 million. The net proceeds from the 6.95% Senior Notes were used primarily to redeem $330.0 million of U.S. Cellular's 7.5% Senior Notes in June 2011. The redemption price of the 7.5% Senior Notes was equal to 100% of the principal amount plus accrued and unpaid interest thereon to the redemption date.

In March 2011, TDS issued $300.0 million of 7% Senior Notes due 2060, and paid related debt issuance costs of $9.7 million. The net proceeds from the 7% Senior Notes were primarily used to redeem $282.5 million of TDS' 7.6% Series A Notes in May 2011. The redemption price of the 7.6% Series A Notes was equal to 100% of the outstanding aggregate principal amount, plus accrued and unpaid interest thereon to the redemption date.

In November 2010, TDS issued $225.0 million aggregate principal amount of 6.875% Senior Notes due in 2059, and paid related debt issuance costs of $7.6 million. In December 2010, TDS redeemed $217.5 million aggregate principal amount of the outstanding $500.0 million aggregate principal amount of its 7.6% Series A Senior Notes due 2041. The redemption price of $222.0 million was 100% of the outstanding aggregate principal amount, plus accrued and unpaid interest thereon until the redemption date. The redemption was financed with the net proceeds from the issuance of $225.0 million in aggregate principal amount of TDS' 6.875% Senior Notes.


Free Cash Flow

The following table presents Free cash flow. Free cash flow is defined as Cash flows from operating activities less Cash used for additions to property, plant and equipment. Free cash flow is a non-GAAP financial measure. TDS believes that Free cash flow as reported by TDS may be useful to investors and other users of its financial information in evaluating the amount of cash generated by business operations, after Cash used for additions to property, plant and equipment.

 
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Cash flows from operating activities

  $ 1,105,172   $ 1,255,711   $ 1,076,207  

Cash used for additions to property, plant and equipment

    (995,517 )   (971,759 )   (739,222 )
               

Free cash flow

  $ 109,655   $ 283,952   $ 336,985  
               

See Cash flows from Operating Activities and Cash flows from Investing Activities for details on the changes to the components of Free cash flow.

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LIQUIDITY AND CAPITAL RESOURCES

TDS believes that existing cash and investment balances, funds available under its revolving credit facilities and expected cash flows from operating and investing activities provide substantial liquidity and financial flexibility for TDS to meet its normal financing needs (including working capital, construction and development expenditures and share repurchases under approved programs) for the foreseeable future. In addition, TDS and its subsidiaries may access public and private capital markets to help meet their financing needs.

U.S. Cellular's profitability historically has been lower in the fourth quarter as a result of significant promotional spending during the holiday season. Changes in these or other economic factors could have a material adverse effect on demand for TDS' products and services and on TDS' financial condition and results of operations.

TDS cannot provide assurances that circumstances that could have a material adverse effect on its liquidity or capital resources will not occur. Economic conditions, changes in financial markets or other factors could restrict TDS' liquidity and availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development, acquisition or share repurchase programs. Such reductions could have a material adverse effect on TDS' business, financial condition or results of operations.


Cash and Cash Equivalents

At December 31, 2012, TDS had $740.5 million in Cash and cash equivalents. Of this amount, $378.4 million consisted of Cash and cash equivalents held by U.S. Cellular. Cash and cash equivalents include cash and short-term, highly liquid investments with original maturities of three months or less. The primary objective of TDS' Cash and cash equivalents investment activities is to preserve principal. At December 31, 2012, the majority of TDS' Cash and cash equivalents was held in money market funds that invest exclusively in U.S. Treasury securities or in repurchase agreements fully collateralized by such obligations. TDS monitors the financial viability of the money market funds and direct investments in which it invests and believes that the credit risk associated with these investments is low.


Short-term and Long-term Investments

At December 31, 2012, TDS had $115.7 million in Short-term investments and $50.3 million in Long-term investments. Of this amount, $100.7 million and $50.3 million consisted of Short-term investments and Long-term investments, respectively, held by U.S. Cellular. Short-term and Long-term investments consist primarily of U.S. Treasury securities which are designated as held-to-maturity investments and recorded at amortized cost in the Consolidated Balance Sheet. For these investments, TDS' objective is to earn a higher rate of return on funds that are not anticipated to be required to meet liquidity needs in the near term, while maintaining a low level of investment risk. See Note 3—Fair Value Measurements in the Notes to Consolidated Financial Statements for additional details on Short-term and Long-term investments.


Revolving Credit Facilities

TDS and U.S. Cellular have revolving credit facilities available for general corporate purposes.

In connection with U.S. Cellular's revolving credit facility, TDS and U.S. Cellular entered into a subordination agreement dated December 17, 2010 together with the administrative agent for the lenders under U.S. Cellular's revolving credit facility. At December 31, 2012, no U.S. Cellular debt was subordinated pursuant to this subordination agreement.

TDS' and U.S. Cellular's interest cost on their revolving credit facilities is subject to increase if their current credit ratings from nationally recognized credit rating agencies are lowered, and is subject to decrease if the ratings are raised. The credit facilities would not cease to be available nor would the maturity date accelerate solely as a result of a downgrade in TDS' or U.S. Cellular's credit rating.

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However, a downgrade in TDS' or U.S. Cellular's credit rating could adversely affect their ability to renew the credit facilities or obtain access to other credit facilities in the future.

As of December 31, 2012, TDS' and U.S. Cellular's credit ratings from the nationally recognized credit rating agencies remained at investment grade.

The following table summarizes the terms of such revolving credit facilities as of December 31, 2012:

 
  TDS   U.S. Cellular  
(Dollars in millions)
   
   
 

Maximum borrowing capacity

  $ 400.0   $ 300.0  

Letter of credit outstanding

  $ 0.2   $ 0.2  

Amount available for use

  $ 399.8   $ 299.8  

Agreement date

    December 2010     December 2010  

Maturity date

    December 2017     December 2017  

TDS and U.S. Cellular may seek to extend the maturity date from time to time. In 2012, each of the TDS and U.S. Cellular revolving credit facilities were amended to extend the maturity date from December 2015 to December 2017.

The continued availability of the revolving credit facilities requires TDS and U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing. TDS and U.S. Cellular believe they were in compliance as of December 31, 2012 with all of the covenants and requirements set forth in their revolving credit facilities.


Long-Term Financing

TDS and its subsidiaries had the following debt outstanding as of December 31, 2012:

 
  Issuance Date   Maturity Date   Call Date(1)   Aggregate
Principal Amount
 
(Dollars in thousands)
   
   
   
   
 

TDS:

                   

Unsecured Senior Notes

                   

6.625%

  March 2005   March 2045   March 2010   $ 116,250  

6.875%

  November 2010   November 2059   November 2015     225,000  

7.0%

  March 2011   March 2060   March 2016     300,000  

5.875%

  November 2012   December 2061   December 2017     195,000  

U.S. Cellular:

                   

Unsecured Senior Notes

                   

6.7%

  December 2003 and June 2004   December 2033   December 2003   $ 544,000  

6.95%

  May 2011   May 2060   May 2016     342,000  

(1)
U.S. Cellular may redeem the 6.7% Senior Notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100% of the principal amount of such notes, plus accrued and unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points. TDS may redeem its callable notes and U.S. Cellular may redeem its 6.95% Senior Notes, in whole or in part at any time after the respective call date, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.

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TDS and its subsidiaries' long-term debt and indentures do not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in TDS' credit rating. However, a downgrade in TDS' credit rating could adversely affect its ability to obtain long-term debt financing in the future. TDS believes it and its subsidiaries were in compliance as of December 31, 2012 with all covenants and other requirements set forth in long-term debt indentures. TDS and U.S. Cellular have not failed to make nor do they expect to fail to make any scheduled payment of principal or interest under such indentures.

The long-term debt principal payments due for the next five years represent less than 1% of the total long-term debt obligation at December 31, 2012. Refer to Market Risk—Long-Term Debt for additional information regarding required principal payments and the weighted average interest rates related to TDS' long-term debt.

TDS, at its discretion, may from time to time seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

TDS and U.S. Cellular each have effective shelf registration statements on Form S-3 that may be used to issue senior debt securities. The proceeds from any such issuances may be used for general corporate purposes, including to finance the redemption of any of the above existing debt. The TDS shelf registration statement is an automatic shelf registration that permits TDS to issue at any time and from time to time senior debt securities in one or more offerings in an indeterminate amount. The U.S. Cellular shelf registration statement permits U.S. Cellular to issue at any time and from time to time senior debt securities in one or more offerings up to an aggregate principal amount of $500 million. The ability of TDS or U.S. Cellular to complete an offering pursuant to such shelf registration statements is subject to market conditions and other factors at the time.


Capital Expenditures

U.S. Cellular's capital expenditures for 2013 are expected to be approximately $600 million. These expenditures are expected to be for the following general purposes:

Expand and enhance U.S. Cellular's network coverage in its service areas, including providing additional capacity to accommodate increased network usage, principally data usage, by current customers;

Continue to deploy 4G LTE technology in certain markets;

Enhance U.S. Cellular's retail store network;

Develop and enhance office systems; and

Develop new billing and other customer management related systems and platforms.

TDS Telecom's anticipated capital expenditures for 2013 are expected to be approximately $155 million. These expenditures are expected to be for the following general purposes:

Process and productivity initiatives;

Increased network and product capabilities for broadband services;

Expansion of IPTV;

Success-based spending to sustain managedIP and IPTV growth;

Development of HMS products and services; and

Fund its share for projects approved under the Recovery Act.

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TDS plans to finance its capital expenditure programs for 2013 using primarily cash flows from operating activities, and as necessary, existing cash balances and short-term investments.


Acquisitions, Divestitures and Exchanges

TDS assesses business interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on investment. As part of this strategy, TDS reviews attractive opportunities to acquire additional wireless operating markets, telecommunications companies, wireless spectrum, HMS businesses, cable businesses and other possible lines of business. In addition, TDS may seek to divest outright or include in exchanges for other interests those interests that are not strategic to its long-term success.

TDS also may be engaged from time to time in negotiations relating to the acquisition, divestiture or exchange of companies, strategic properties, wireless spectrum and other possible businesses. In general, TDS may not disclose such transactions until there is a definitive agreement. See "Divestiture Transaction" above in this Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for details on significant transactions in 2012 and 2011.


Variable Interest Entities

TDS consolidates certain entities because they are "variable interest entities" under accounting principles generally accepted in the United States of America ("GAAP"). See Note 5—Variable Interest Entities in the Notes to Consolidated Financial Statements for the details of these variable interest entities. TDS may elect to make additional capital contributions and/or advances to these variable interest entities in future periods in order to fund their operations.


Share Repurchase Programs

TDS and U.S. Cellular have repurchased their Common Shares, subject to their repurchase programs. U.S. Cellular expects to continue to repurchase its Common Shares, subject to the repurchase program. The TDS repurchase program expired in November 2012. TDS determines whether to repurchase shares from time to time based on many considerations, including cash needed for other known or possible requirements, the stock price, market conditions, debt rating considerations, business forecasts, business plans, macroeconomic conditions, share issuances under compensation plans, provisions in governing and legal documents and other legal requirements and other facts and circumstances. Subject to these considerations, TDS may approve the repurchase of its shares from time to time when circumstances warrant. For additional information related to repurchases made during 2012, 2011 and 2010 and to the U.S. Cellular repurchase authorization, see Note 15—Common Shareholders' Equity in the Notes to Consolidated Financial Statements.

On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS. See Note 15—Common Shareholders' Equity in the Notes to Consolidated Financial Statements for additional information.

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Contractual and Other Obligations

At December 31, 2012, the resources required for contractual obligations were as follows:

 
  Payments Due by Period
 
(Dollars in millions)
  Total   Less Than
1 Year
  1 - 3 Years   3 - 5 Years   More Than
5 Years
 

Long-term debt obligations(1)

  $ 1,729.8   $ 1.1   $ 2.6   $ 2.8   $ 1,723.3  

Interest payments on long-term debt obligations

    4,452.2     116.1     232.1     231.9     3,872.1  

Operating leases(2)

    1,427.5     171.4     266.3     179.1     810.7  

Capital leases

    9.4     0.6     1.2     1.2     6.4  

Purchase obligations(3)(4)

    1,040.3     564.6     290.2     120.7     64.8  
                       

  $ 8,659.2   $ 853.8   $ 792.4   $ 535.7   $ 6,477.3  
                       

(1)
Includes current and long-term portions of debt obligations. The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to capital leases and the $11.8 million unamortized discount related to U.S. Cellular's 6.7% Senior Notes. See Note 12—Debt in the Notes to Consolidated Financial Statements for additional information.

(2)
Includes future lease costs related to office space, retail sites, cell sites and equipment. See Note 14—Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information.

(3)
Includes obligations payable under non-cancellable contracts, commitments for network facilities and services, agreements for software licensing and long-term marketing programs. As described more fully in the "Divestiture Transaction" section of Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements, U.S. Cellular expects to incur network-related exit costs in the Divestiture Markets as a result of the transaction, including: (i) costs to decommission cell sites and mobile telephone switching office ("MTSO") sites, (ii) costs to terminate real property leases and (iii) costs to terminate certain network access arrangements in the subject markets. The impacts of these exit activities on TDS' purchase obligation are reflected in the table above only to the extent that agreements were consummated at December 31, 2012.

(4)
Does not include reimbursable amounts TDS Telecom will provide to complete projects under the American Recovery and Reinvestment Act of 2009. TDS Telecom will receive $105.1 million in federal grants and will provide $30.9 million of its own funds to complete 44 projects. As of December 31, 2012, TDS Telecom has expended $15.8 million of the $30.9 million on these projects. Under the terms of the grants, the projects must be completed by June of 2015.

The table above excludes liabilities related to "unrecognized tax benefits" as defined by GAAP because TDS is unable to predict the period of settlement of such liabilities. Such unrecognized tax benefits were $28.4 million at December 31, 2012. See Note 4—Income Taxes in the Notes to Consolidated Financial Statements for additional information on unrecognized tax benefits.

Agreements

See Agreements in Note 14—Commitments and Contingencies in the Notes to Consolidated Financial Statements.


Off-Balance Sheet Arrangements

TDS had no transactions, agreements or other contractual arrangements with unconsolidated entities involving "off-balance sheet arrangements," as defined by Securities and Exchange Commission ("SEC") rules, that had or are reasonably likely to have a material current or future effect on its financial

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condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


Dividends

TDS paid quarterly dividends per outstanding share of $0.1225 in 2012, $0.1175 in 2011 and $0.1125 in 2010. These dividends per share amounts for 2011 and 2010 have not been retroactively adjusted to reflect the impact of the Share Consolidation Amendment. See Note 15—Common Shareholders' Equity in the Notes to Consolidated Financial Statements for additional information. TDS has no current plans to change its policy of paying dividends.


APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

TDS prepares its consolidated financial statements in accordance with GAAP. TDS' significant accounting policies are discussed in detail in Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements.

Management believes the application of the following critical accounting policies and the estimates required by such application reflect its most significant judgments and estimates used in the preparation of TDS' consolidated financial statements. Management has discussed the development and selection of each of the following accounting policies and related estimates and disclosures with the Audit Committee of TDS' Board of Directors.


Goodwill and Licenses

See the Goodwill and Licenses Impairment Assessment section of Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements for information on Goodwill and Licenses impairment testing policies and methods.

See Note 8—Intangible Assets in the Notes to Consolidated Financial Statements for additional information related to Goodwill and Licenses activity in 2012 and 2011.

During the second quarter of 2012, a sustained decrease in TDS' stock price resulted in a triggering event, as defined by GAAP, requiring an interim impairment test of Licenses and Goodwill as of June 30, 2012. Based on this test, TDS concluded that the entire amount of Goodwill related to Airadigm was impaired resulting in an impairment loss of $0.5 million and no impairment of Licenses.

Goodwill

U.S. Cellular

U.S. Cellular tests Goodwill for impairment at the level of reporting referred to as a "reporting unit." For purposes of impairment testing of Goodwill in 2012, U.S. Cellular identified five reporting units based on geographic service areas (all of which are included in TDS' wireless reportable operating segment). There were no changes to U.S. Cellular's reporting units or to U.S. Cellular's overall Goodwill impairment testing methodology between November 1, 2012 and November 1, 2011.

A discounted cash flow approach was used to value each reporting unit, using value drivers and risks specific to the industry and current economic factors. The cash flow estimates incorporated assumptions that market participants would use in their estimates of fair value and may not be indicative of U.S. Cellular specific assumptions. The most significant assumptions made in this process were the revenue growth rate, the long-term and terminal revenue growth rate, discount rate and projected capital expenditures. Also, discounted cash flows related to the Central Region exclude projected cash flows associated with the Divestiture Markets, as the assets associated with such markets, including Goodwill, were excluded from the carrying value of the Central Region reporting unit for purposes of conducting

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the Goodwill impairment test as of November 1, 2012. These assumptions were as follows for November 1, 2012 and 2011:

Key Assumptions
  November 1,
2012
  November 1,
2011
 

Weighted-average expected revenue growth rate (next five years)

    2.4 %   3.6 %

Weighted-average long-term and terminal revenue growth rate (after year five)

    2.0 %   2.0 %

Discount rate

    11.0 %   10.5 %

Average annual capital expenditures (millions)

  $ 559   $ 609  

The decrease in the weighted-average expected revenue growth rate for the next five years was due to a decrease in projected customer penetration growth rate of market participants. In spite of lower overall market interest rates, the discount rate used to estimate cash flows increased from 10.5% in November 2011 to 11.0% in November 2012 due to a shift toward more equity in the representative capital structure of market participants.

The carrying value of each U.S. Cellular reporting unit at TDS as of November 1, 2012, as impacted for the Divestiture Transaction, was as follows:

Reporting Unit
  Carrying Value
at TDS(1)
 
(Dollars in millions)
   
 

Central Region(2)

  $ 215  

Mid-Atlantic Region

    788  

New England Region

    268  

New York Region(3)

    172  

Northwest Region

    344  
       

Total

  $ 1,787  
       

(1)
Under previous business combination guidance in effect prior to January 1, 2009, TDS had recorded Goodwill as a result of accounting for U.S. Cellular's purchases of U.S. Cellular Common Shares as step acquisitions using purchase accounting. As a result, the carrying values of the reporting units differ between U.S. Cellular and TDS. The carrying value of the reporting units at U.S. Cellular was $1,870 million at November 1, 2012.

(2)
Excludes $160 million of Goodwill and Licenses of Divestiture Markets, which is classified as Assets held for sale at December 31, 2012 and was tested separately for impairment.

(3)
Operated by Verizon Wireless.

As of November 1, 2012, the fair values of the reporting units exceeded their respective carrying values by amounts ranging from 19% to 166% of the respective carrying values. Therefore, no impairment of Goodwill existed. Given that the fair values of the respective reporting units exceed their respective carrying values, provided all other assumptions remained the same, the discount rate would have to increase to a range of 12.4% to 14.2% to yield estimated fair values of reporting units that equal their respective carrying values at November 1, 2012. Further, assuming all other assumptions remained the same, the terminal growth rate assumptions would need to decrease to negative amounts, ranging from negative 9.0% to negative 1.3%, to yield estimates of fair value equal to the carrying values of the respective reporting units at November 1, 2012.

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TDS Telecom

TDS Telecom has recorded Goodwill as a result of the acquisition of ILEC companies and HMS companies. For purposes of the annual impairment testing, TDS Telecom has four reporting units: one reporting unit within its ILEC reportable operating segment and three reporting units within its HMS reportable operating segment. For purposes of its annual impairment testing of Goodwill, as of November 1, 2011, TDS Telecom identified two reporting units within its ILEC reportable operating segment. TDS Telecom's change in reporting units resulted from additional acquisitions and TDS' reevaluation of its reportable business segments, more fully described in Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements. TDS Telecom's overall Goodwill impairment testing methodology changed between November 1, 2012 and November 1, 2011. Over time, the historical companies used by TDS ILEC as peers have added additional lines of business to their traditional wireline activities, predominately either HMS or CLEC operations. As TDS Telecom has separated their HMS and CLEC operations into different segments and therefore different reporting units, the peer group operations are not as comparable to TDS ILEC operations as they were in prior years. In the fourth quarter of 2012, management added the discounted cash flow approach as an additional method to address this development.

In 2012, the discounted cash flow approach and publicly-traded guideline company method were used to value the ILEC and each of the HMS reporting units. The discounted cash flow approach uses value drivers and risks specific to the industry and current economic factors. The cash flow estimates incorporated assumptions that market participants would use in their estimates of fair value and may not be indicative of TDS Telecom specific assumptions. The most significant assumptions made in this process were the revenue growth rate, the long-term and terminal revenue growth rate, discount rate and projected capital expenditures. These assumptions were as follows for November 1, 2012:

Key Assumptions
  ILEC   HMS  

Average expected revenue growth rate (next five years)

    (0.4 )%   8.5-23.0 %

Average long-term and terminal revenue growth rate

    %   1.5-3.0 %

Discount rate

    7.0 %   11.0-13.0 %

Capital expenditures as a percentage of revenue

    12.5-16.9 %   0.4-44.9 %

The publicly-traded guideline company method develops an indication of fair value by calculating average market pricing multiples for selected publicly-traded companies using multiples of: Revenue, Earnings before Interest, Taxes, and Depreciation and Amortization, and Earnings before Interest and Taxes. The developed multiples were applied to applicable financial measures of the respective reporting unit to determine fair value. The discounted cash flow approach and publicly-traded guideline company method were weighted to arrive at the total fair value used for impairment testing.

In 2011, the publicly-traded guideline company method and recent transaction method were used to value the ILEC and HMS reporting units tested. The recent transaction method calculates market pricing multiples based upon recent acquisitions of similar businesses. In both the publicly-traded guideline company method and the recent transaction method, the developed multiples were applied to applicable financial measures of the respective reporting unit to determine fair value. Given the nature of this methodology, no specific consideration of the economic environment was considered since those factors would be inherent in the multiples used.

As of November 1, 2012, the fair value of the ILEC reporting unit exceeded its carrying value by 34% of its value. Therefore, no impairment of goodwill existed. Given that the fair value of the ILEC reporting unit exceeded its carrying value, provided all other assumptions remained the same, the discount rate would have to increase to 10.0% for the discounted cash flow approach to yield an estimated fair value of the ILEC reporting unit that equals its carrying value at November 1, 2012. Further, assuming all other assumptions remained the same, the long-term and terminal revenue growth rate assumption would

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need to decrease to negative 6.2%, for the discounted cash flow approach to yield an estimate of fair value equal to the carrying value of the ILEC reporting unit at November 1, 2012.

As of November 1, 2012 the fair values of the HMS reporting units exceeded their respective carrying values by amounts ranging from 5% to 76% of the respective carrying values. Therefore, no impairment of Goodwill existed. Given that the fair values of the respective reporting units exceed their respective carrying values, provided all other assumptions remained the same, the discount rate would have to increase to a range of 11.8% to 15.3% for the discounted cash flow approach to yield estimated fair values of the HMS reporting units that equal their respective carrying values at November 1, 2012. Further, assuming all other assumptions remained the same, the long-term and terminal revenue growth rate assumptions would need to decrease to amounts ranging from positive 0.6% to negative 2.8%, for the discounted cash flow approach to yield estimates of fair value equal to the carrying values of the respective HMS reporting units at November 1, 2012.

Licenses

U.S. Cellular tests licenses for impairment at the level of reporting referred to as a "unit of accounting." For purposes of its impairment testing of licenses as of November 1, 2012, U.S. Cellular separated its FCC licenses into thirteen units of accounting based on geographic service areas. As of November 1, 2011, U.S. Cellular separated its FCC licenses into twelve units of accounting based on geographic service areas. In both 2012 and 2011 testing, seven of the units of accounting represented geographic groupings of licenses which, because they were not being utilized and, therefore, were not expected to generate cash flows from operating activities in the foreseeable future, were considered separate units of accounting for purposes of impairment testing.

Developed operating market licenses ("built licenses")

U.S. Cellular applies the build-out method to estimate the fair values of built licenses. The most significant assumptions applied for purposes of the November 1, 2012 and 2011 licenses impairment assessments were as follows:

Key Assumptions
  November 1,
2012
  November 1,
2011
 

Build-out period

    7 years     7 years  

Discount rate

    8.5 %   9.0 %

Long-term EBITDA margin

    33.9 %   32.2 %

Long-term capital expenditure requirement (as a % of service revenue)

    14.5 %   13.0 %

Long-term service revenue growth rate

    2.0 %   2.0 %

Customer penetration rates

    13-17 %   11-16 %

The discount rate used to estimate the fair value of built licenses was based on market participant capital structures, participant risk profiles, market conditions and risk premium assumptions. The decline from 9.0% in November 2011 to 8.5% in November 2012 primarily reflects the general decline in market interest rates during that period as well as revised cash flow assumptions based on forecasts of market participants.

The discount rate used in the valuation of licenses is less than the discount rate used in the valuation of reporting units for purposes of goodwill impairment testing. That is primarily because the discount rate used for licenses does not include a company-specific risk premium as a wireless license would not be subject to such risk.

The discount rate is the most significant assumption used in the build-out method. The discount rate is estimated based on the overall risk-free interest rate adjusted for industry participant information, such as a typical capital structure (i.e., debt-equity ratio), the after-tax cost of debt and the cost of equity. The cost of equity takes into consideration the average risk specific to individual market participants.

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The results of the licenses impairment test at November 1, 2012 did not result in the recognition of a loss on impairment. Given that the fair values of the licenses exceed their respective carrying values, the discount rate would have to increase to a range of 8.6% to 9.1% to yield estimated fair values of licenses in the respective units of accounting that equal their respective carrying values at November 1, 2012. An increase of 10 basis points to the assumed discount rate would cause less than a $6 million impairment whereas an increase of 50 basis points would cause an impairment of approximately $36 million.

Non-operating market licenses ("unbuilt licenses")

For purposes of performing impairment testing of unbuilt licenses, U.S. Cellular prepares estimates of fair value by reference to prices paid in recent auctions and market transactions where available. If such information is not available, the fair value of the unbuilt licenses is assumed to have changed by the same percentage, and in the same direction, that the fair value of built licenses measured using the build-out method changed during the period. There was no impairment loss recognized related to unbuilt licenses as a result of the November 1, 2012 licenses impairment test.

Carrying Value of Licenses

The carrying value of licenses at November 1, 2012 was as follows:

Unit of Accounting(1)
  Carrying Value  
(Dollars in millions)
   
 

U.S. Cellular—Developed Operating markets (6 units of accounting)

       

Central Region

  $ 693  

Licenses to be transferred to Assets held for sale as a result of the Divestiture Transaction

    141  

Mid-Atlantic Region

    228  

New England Region

    108  

Northwest Region

    67  

New York Region(2)

    1  

U.S. Cellular—Non-operating markets (7 units of accounting)

       

North Northwest (2 states)

    3  

South Northwest (2 states)

    2  

North Central (5 states)

    51  

South Central (5 states)

    24  

East Central (5 states)

    127  

Mid-Atlantic (8 states)

    50  

Mississippi Valley (13 states)

    43  
       

Total(3)

  $ 1,538  
       

TDS Telecom

    3  

Airadigm(4)

    15  
       

Total(5)

  $ 1,556  
       

(1)
U.S. Cellular participated in spectrum auctions indirectly through its interests in Aquinas Wireless L.P. ("Aquinas Wireless") and King Street Wireless L.P. ("King Street Wireless"), collectively, the "limited partnerships." Interests in other limited partnerships that participated in spectrum auctions have since been acquired. Each limited partnership participated in and was awarded spectrum licenses in one of two separate spectrum auctions (FCC Auctions 78 and 73). All of the units of accounting above, except Mississippi Valley and the New York Region, include licenses awarded to the limited partnerships.

(2)
Operated by Verizon Wireless.

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(3)
Under previous business combination guidance in effect prior to January 1, 2009, TDS had recorded licenses as a result of accounting for U.S. Cellular's purchases of U.S. Cellular Common Shares as step acquisitions using purchase accounting. As a result, the carrying values of the units of accounting for the developed operating markets differ between U.S. Cellular and TDS. The total carrying value of all units of accounting at U.S. Cellular was $1,532 million at November 1, 2012.

(4)
TDS acquired 63% of Airadigm on September 23, 2011. See Note 7—Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements for additional information on Airadigm.

(5)
Between November 1, 2012 and December 31, 2012, TDS reclassified licenses to Assets held for sale as a result of the Divestiture Transaction in the amount of $140.6 million, obtained licenses through acquisitions in the amount of $64.2 million and capitalized interest on certain licenses pursuant to current network build-outs in the amount of $0.8 million.

Licenses with an aggregate carrying value of $70.2 million were in units of accounting where the fair value exceeded the carrying value by amounts less than 10% of the carrying value. Any further declines in the fair value of such licenses in future periods could result in the recognition of impairment losses on such licenses and any such impairment losses would have a negative impact on future results of operations. The impairment losses on licenses are not expected to have a future impact on liquidity. TDS is unable to predict the amount, if any, of future impairment losses attributable to licenses. Further, historical operating results, particularly amounts related to impairment losses, are not indicative of future operating results.


Income Taxes

The amounts of income tax assets and liabilities, the related income tax provision and the amount of unrecognized tax benefits are critical accounting estimates because such amounts are significant to TDS' financial condition and results of operations.

The preparation of the consolidated financial statements requires TDS to calculate a provision for income taxes. This process involves estimating the actual current income tax liability together with assessing temporary differences resulting from the different treatment of items for tax purposes. These temporary differences result in deferred income tax assets and liabilities, which are included in TDS' Consolidated Balance Sheet. TDS must then assess the likelihood that deferred income tax assets will be realized based on future taxable income and, to the extent management believes that realization is not likely, establish a valuation allowance. Management's judgment is required in determining the provision for income taxes, deferred income tax assets and liabilities and any valuation allowance that is established for deferred income tax assets.

TDS recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

See Note 4—Income Taxes in the Notes to Consolidated Financial Statements for details regarding TDS' income tax provision, deferred income taxes and liabilities, valuation allowances and unrecognized tax benefits, including information regarding estimates that impact income taxes.


Loyalty Reward Program

See the Revenue Recognition—U.S. Cellular section of Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements for a description of this program and the related accounting.

U.S. Cellular follows the deferred revenue method of accounting for its loyalty reward program. Under this method, revenue allocated to loyalty reward points is fully deferred as U.S. Cellular does not yet have sufficient historical data in which to estimate any portion of loyalty reward points that will not be

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redeemed. Revenue is recognized at the time of customer redemption or when such points have been depleted via a maintenance charge. U.S. Cellular periodically reviews and will revise the redemption and depletion rates as appropriate based on history and related future expectations.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Note 19—Certain Relationships and Related Transactions in the Notes to Consolidated Financial Statements.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Annual Report contain statements that are not based on historical facts, including the words "believes," "anticipates," "intends," "expects" and similar words. These statements constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 factors include, but are not limited to, the following risks:

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

A failure by TDS to successfully execute its business strategy (including planned acquisitions, divestitures and exchanges) or allocate resources or capital could have an adverse effect on TDS' business, financial condition or results of operations.

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' business, financial condition or results of 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.

TDS currently receives a significant amount of roaming revenues from its wireless business. Further consolidation within the wireless industry, continued network build-outs by other wireless carriers and/or the inability to negotiate 4G LTE roaming agreements with other operators could cause roaming revenues to decline from current levels, which would have an adverse effect on TDS' business, financial condition and results of operations.

A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS' business, financial condition or results of operations.

To the extent conducted by the Federal Communications Commission ("FCC"), TDS is likely to participate in FCC auctions of additional spectrum in the future as an applicant or as a noncontrolling partner in another auction applicant and, during certain periods, will be subject to the FCC's anti-collusion rules, which could have an adverse effect on TDS.

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

Changes in Universal Service Fund ("USF") funding and/or intercarrier compensation could have an adverse impact on TDS' business, financial condition or results of operations.

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

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

TDS' lower scale relative to larger competitors could adversely affect its 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.

Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS' revenues or could increase its costs of doing business.

Complexities associated with deploying new technologies present substantial risk.

TDS is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of these fees are subject to great uncertainty.

Changes in TDS' enterprise value, changes in the market supply or demand for wireless licenses, wireline markets or IT service providers, adverse developments in the businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of its 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' businesses 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 who market TDS' services on a commission basis. If TDS' relationships with these agents are seriously harmed, its business, financial condition or results of operations could be adversely affected.

TDS' investments in technologies which are unproven may not produce the benefits that TDS expects.

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

Financial difficulties (including bankruptcy proceedings) or other operational difficulties of TDS' key suppliers, termination or impairment of TDS' relationships with such suppliers, 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' financial condition or results of operations.

A failure by TDS to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, including breaches of network or information technology security, could have an adverse effect on TDS' business, financial condition or results of operations.

Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other events could have an adverse effect on TDS' business, financial condition or results of operations.

The market price of TDS' Common Shares is subject to fluctuations due to a variety of factors.

Identification of errors in financial information or disclosures could require amendments to or restatements of financial information or disclosures included in this or prior filings with the Securities

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    and Exchange Commission ("SEC"). Such amendments or restatements and related matters, including resulting delays in filing periodic reports with the SEC, could have an adverse effect on TDS' business, financial condition or results of operations.

The existence of material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or failure to prevent fraud, which could have an adverse effect 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, claims, litigation 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' business, financial condition or results of operations.

Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS' access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS' business, financial condition or results of operations.

Uncertainty of TDS' ability to access capital, 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 or acquisition programs.

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' business, financial condition or results of operations.

The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless 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.

Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS' 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, earnings, capital expenditures and/or any other financial or statistical information to vary from TDS' forward-looking estimates by a material amount.

See "Risk Factors" in TDS' Annual Report on Form 10-K for the year ended December 31, 2012 for a further discussion of these risks. 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.

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MARKET RISK

Long-Term Debt

As of December 31, 2012, the majority of TDS' long-term debt was in the form of fixed-rate notes with original maturities ranging up to 49 years. Fluctuations in market interest rates can lead to significant fluctuations in the fair value of these fixed-rate notes.

The following table presents the scheduled principal payments on long-term debt and capital lease obligations, and the related weighted average interest rates by maturity dates at December 31, 2012:

 
  Principal Payments Due by Period  
(Dollars in millions)
  Long-Term
Debt Obligations(1)
  Weighted-Avg.
Interest Rates
on Long-Term
Debt Obligations(2)
 

2013

  $ 1.2     4.4 %

2014

    1.6     4.6 %

2015

    1.2     2.5 %

2016

    3.0     4.6 %

2017

    0.2     9.7 %

After 5 years

    1,727.4     6.7 %
           

Total

  $ 1,734.6     6.7 %
           

(1)
The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to the $11.8 million unamortized discount related to U.S. Cellular's 6.7% Senior Notes. See Note 12—Debt in the Notes to Consolidated Financial Statements for additional information.

(2)
Represents the weighted average interest rates at December 31, 2012, for debt maturing in the respective periods.


Fair Value of Long-Term Debt

At December 31, 2012 and 2011, the estimated fair value of long-term debt obligations, excluding capital lease obligations and the current portion of such long-term debt, was $1,827.6 million and $1,586.9 million, respectively. The fair value of long-term debt, excluding capital lease obligations and the current portion of such long-term debt, was estimated using market prices for TDS' 7.0% Senior Notes, 6.875% Senior Notes, 6.625% Senior Notes, and 5.875% Senior Notes, and U.S. Cellular's 6.95% Senior Notes at December 31, 2012 and TDS' 7.0% Senior Notes, 6.875% Senior Notes, and 6.625% Senior Notes, and U.S. Cellular's 6.95% Senior Notes at December 31, 2011 and discounted cash flow analysis for U.S. Cellular's 6.7% Senior Notes and the remaining debt at December 31, 2012 and 2011.


Other Market Risk Sensitive Instruments

The substantial majority of TDS' other market risk sensitive instruments (as defined in item 305 of SEC Regulation S-K) are short-term, including Cash and cash equivalents and Short-term investments. The fair value of such instruments is less sensitive to market fluctuations than longer term instruments. Accordingly, TDS believes that a significant change in interest rates would not have a material effect on such other market risk sensitive instruments.

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Consolidated Statement of Operations

Year Ended December 31,
  2012   2011   2010  
(Dollars and shares in thousands,
except per share amounts)

   
   
   
 

Operating revenues

  $ 5,345,277   $ 5,180,471   $ 4,986,829  

Operating expenses

                   

Cost of services and products (excluding Depreciation, amortization and accretion expense reported below)

    2,272,570     2,050,644     1,924,863  

Selling, general and administrative expense

    2,033,901     2,002,359     1,998,463  

Depreciation, amortization and accretion expense

    813,626     765,776     755,649  

Loss on impairment of assets

    515          

(Gain) loss on asset disposals and exchanges, net

    19,741     (810 )   11,763  

(Gain) loss on sale of business and other exit costs, net

    21,061          
               

Total operating expenses

    5,161,414     4,817,969     4,690,738  
               

Operating income

    183,863     362,502     296,091  

Investment and other income (expense)

                   

Equity in earnings of unconsolidated entities

    92,867     82,538     98,074  

Interest and dividend income

    9,248     9,145     10,508  

Gain (loss) on investment

    (3,718 )   24,103      

Interest expense

    (86,745 )   (118,201 )   (116,810 )

Other, net

    720     3,658     (2,089 )
               

Total investment and other income (expense)

    12,372     1,243     (10,317 )
               

Income before income taxes

    196,235     363,745     285,774  

Income tax expense

    73,582     113,503     95,188  
               

Net income

    122,653     250,242     190,586  

Less: Net income attributable to noncontrolling interests, net of tax

    (40,792 )   (49,676 )   (45,737 )
               

Net income attributable to TDS shareholders

    81,861     200,566     144,849  

Preferred dividend requirement

    (50 )   (50 )   (50 )
               

Net income available to common

  $ 81,811   $ 200,516   $ 144,799  
               

Basic weighted average shares outstanding

    108,671     108,562     110,016  

Basic earnings per share attributable to TDS shareholders

  $ 0.75   $ 1.85   $ 1.32  
               

Diluted weighted average shares outstanding

   
108,937
   
109,098
   
110,488
 

Diluted earnings per share attributable to TDS shareholders

  $ 0.75   $ 1.83   $ 1.31  
               

Dividends per share

 
$

0.49
 
$

0.47
 
$

0.45
 
               

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statement of Comprehensive Income

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Net income

  $ 122,653   $ 250,242   $ 190,586  

Net change in accumulated other comprehensive income

                   

Change in net unrealized gain (loss) on equity investments

    49     138     84  

Change in foreign currency translation adjustment

    4          

Change related to retirement plan

                   

Amounts included in net periodic benefit cost for the period

                   

Net actuarial gains (losses)

    90     (9,625 )   1,180  

Amortization of prior service cost

    (3,735 )   (3,815 )   (3,815 )

Amortization of unrecognized net loss

    2,517     1,934     2,158  
               

    (1,128 )   (11,506 )   (477 )

Change in deferred income taxes

    1,797     5,722     (105 )
               

Change related to retirement plan, net of tax

    669     (5,784 )   (582 )
               

Net change in accumulated other comprehensive income

    722     (5,646 )   (498 )
               

Comprehensive income

    123,375     244,596     190,088  

Less: Comprehensive income attributable to noncontrolling interest

    (40,792 )   (49,676 )   (45,737 )
               

Comprehensive income attributable to TDS shareholders

  $ 82,583   $ 194,920   $ 144,351  
               

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.
Consolidated Statement of Cash Flows

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Cash flows from operating activities

                   

Net income

  $ 122,653   $ 250,242   $ 190,586  

Add (deduct) adjustments to reconcile net income to net cash flows from operating activities

                   

Depreciation, amortization and accretion

    813,626     765,776     755,649  

Bad debts expense

    74,695     68,611     83,098  

Stock-based compensation expense

    41,871     36,837     35,128  

Deferred income taxes, net

    58,785     202,547     76,391  

Equity in earnings of unconsolidated entities

    (92,867 )   (82,538 )   (98,074 )

Distributions from unconsolidated entities

    84,884     92,231     100,845  

Loss on impairment of assets

    515          

(Gain) loss on asset disposals and exchanges, net

    19,741     (810 )   11,763  

(Gain) loss on sale of business and other exit costs, net

    21,061          

(Gain) loss on investment

    3,718     (24,103 )    

Noncash interest expense

    (572 )   18,849     9,733  

Other operating activities

    1,393     1,067     383  

Changes in assets and liabilities from operations

                   

Accounts receivable

    (81,107 )   (95,426 )   (79,182 )

Inventory

    (29,917 )   (13,382 )   40,657  

Accounts payable

    (12,332 )   29,291     (47,759 )

Customer deposits and deferred revenues

    32,981     35,457     6,478  

Accrued taxes

    77,458     (27,871 )   (95,284 )

Accrued interest

    (891 )   3,351     (7,680 )

Other assets and liabilities

    (30,523 )   (4,418 )   93,475  
               

    1,105,172     1,255,711     1,076,207  
               

Cash flows from investing activities

                   

Cash used for additions to property, plant and equipment

    (995,517 )   (971,759 )   (739,222 )

Cash paid for acquisitions and licenses

    (163,382 )   (105,508 )   (81,691 )

Cash paid for investments

    (120,000 )   (180,920 )   (493,750 )

Cash received for divestitures

    50,182          

Cash received for investments

    243,444     393,246     106,255  

Other investing activities

    (12,796 )   (1,148 )   370  
               

    (998,069 )   (866,089 )   (1,208,038 )
               

Cash flows from financing activities

                   

Repayment of short-term debt

        (32,671 )    

Repayment of long-term debt

    (2,566 )   (614,639 )   (220,249 )

Issuance of long-term debt

    195,358     643,700     225,648  

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

    (1,119 )   32     309  

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

    (2,205 )   1,935     509  

Repurchase of TDS Common and Special Common Shares

    (20,026 )   (21,500 )   (68,053 )

Repurchase of U.S. Cellular Common Shares

    (20,045 )   (62,294 )   (52,827 )

Dividends paid

    (53,165 )   (48,670 )   (47,202 )

Payment of debt issuance costs

    (8,242 )   (21,657 )   (12,533 )

Distributions to noncontrolling interests

    (20,856 )   (16,236 )   (19,630 )

Payments to acquire additional interest in subsidiaries

    (3,167 )       (9,248 )

Other financing activities

    6,136     3,970     2,321  
               

    70,103     (168,030 )   (200,955 )
               

Net increase (decrease) in cash and cash equivalents

    177,206     221,592     (332,786 )

Cash and cash equivalents

                   

Beginning of period

    563,275     341,683     674,469  
               

End of period

  $ 740,481   $ 563,275   $ 341,683  
               

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.
Consolidated Balance Sheet—Assets

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Current assets

             

Cash and cash equivalents

  $ 740,481   $ 563,275  

Short-term investments

    115,700     246,273  

Accounts receivable

             

Due from customers, less allowances of $28,152 and $25,738, respectively

    409,720     393,978  

Other, less allowances of $5,263 and $5,333, respectively

    164,608     148,599  

Inventory

    160,692     130,044  

Net deferred income tax asset

    43,411     40,898  

Prepaid expenses

    86,385     80,628  

Income taxes receivable

    9,625     85,636  

Other current assets

    32,815     16,349  
           

    1,763,437     1,705,680  

Assets held for sale

   
163,242
   
49,647
 

Investments

             

Licenses

    1,480,039     1,494,014  

Goodwill

    797,194     797,077  

Other intangible assets, net of accumulated amortization of $143,613 and $131,101, respectively

    58,522     50,734  

Investments in unconsolidated entities

    179,921     173,710  

Long-term investments

    50,305     45,138  

Other investments

    824     3,072  
           

    2,566,805     2,563,745  

Property, plant and equipment

             

In service and under construction

    10,808,499     10,197,596  

Less: Accumulated depreciation

    6,811,233     6,413,061  
           

    3,997,266     3,784,535  

Other assets and deferred charges

    133,150     97,398  
           

Total assets

 
$

8,623,900
 
$

8,201,005
 
           

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.
Consolidated Balance Sheet—Liabilities and Equity

December 31,
  2012   2011  
(Dollars and shares in thousands)
   
   
 

Current liabilities

             

Current portion of long-term debt

  $ 1,233   $ 1,509  

Accounts payable

    377,291     364,746  

Customer deposits and deferred revenues

    222,345     207,633  

Accrued interest

    6,565     7,456  

Accrued taxes

    48,237     41,069  

Accrued compensation

    134,932     107,719  

Other current liabilities

    134,005     144,001  
           

    924,608     874,133  

Liabilities held for sale

   
19,594
   
1,051
 

Deferred liabilities and credits

             

Net deferred income tax liability

    862,580     808,713  

Other deferred liabilities and credits

    438,727     383,567  

Long-term debt

   
1,721,571
   
1,529,857
 

Commitments and contingencies

             

Noncontrolling interests with redemption features

   
493
   
1,005
 

Equity

             

TDS shareholders' equity

             

Series A Common and Common Shares

             

Authorized 290,000 shares (25,000 Series A Common and 265,000 Common Shares)

             

Issued 132,672 shares (7,160 Series A Common and 125,512 Common Shares) and 132,621 shares (7,119 Series A Common, and 125,502 Common Shares), respectively

             

Outstanding 108,031 shares (7,160 Series A Common and 100,871 Common Shares) and 108,456 shares (7,119 Series A Common, and 101,337 Common Shares), respectively

             

Par Value ($.01 per share) of $1,327 ($72 Series A Common and $1,255 Common Shares) and of $1,326 ($71 Series A Common, and $1,255 Common Shares), respectively

    1,327     1,326  

Capital in excess of par value

    2,304,122     2,268,711  

Treasury shares at cost:

             

24,641 and 24,165 Common Shares, respectively

    (750,099 )   (750,921 )

Accumulated other comprehensive loss

    (8,132 )   (8,854 )

Retained earnings

    2,464,318     2,451,899  
           

Total TDS shareholders' equity

    4,011,536     3,962,161  

Preferred shares

    825     830  

Noncontrolling interests

    643,966     639,688  
           

Total equity

    4,656,327     4,602,679  
           

Total liabilities and equity

  $ 8,623,900   $ 8,201,005  
           

The accompanying notes are an integral part of these consolidated financial statements

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Telephone and Data Systems, Inc.
Consolidated Statement of Changes in Equity

 
  TDS Shareholders    
   
   
 
 
  Series A Common
and Common
Shares
  Capital in
Excess of
Par Value
  Treasury
Common
Shares
  Accumulated
Other
Comprehensive
Income (Loss)
  Retained
Earnings
  Total TDS
Shareholders'
Equity
  Preferred
Shares
  Non
controlling
Interests
  Total
Equity
 
(Dollars in thousands)
   
   
   
   
   
   
   
   
   
 

December 31, 2011

  $ 1,326   $ 2,268,711   $ (750,921 ) $ (8,854 ) $ 2,451,899   $ 3,962,161   $ 830   $ 639,688   $ 4,602,679  

Add (Deduct)

                                                       

Net income attributable to TDS shareholders

                    81,861     81,861             81,861  

Net income attributable to noncontrolling interests classified as equity

                                40,739     40,739  

Net unrealized gain (loss) on equity investments

                49         49             49  

Change in foreign currency translation adjustment

                      4         4             4  

Changes related to retirement plan

                669         669             669  

Common and Series A Common Shares dividends

                    (53,115 )   (53,115 )           (53,115 )

Preferred dividend requirement

                    (50 )   (50 )           (50 )

Repurchase of Preferred Shares

                    (17 )   (17 )   (5 )       (22 )

Repurchase of shares

            (20,026 )           (20,026 )               (20,026 )

Dividend reinvestment plan

    1     1,148     14,123         (8,349 )   6,923             6,923  

Incentive and compensation plans

        444     6,725         (7,911 )   (742 )           (742 )

Adjust investment in subsidiaries for repurchases, issuances, other compensation plans and noncontrolling interest purchases

        16,968                 16,968         (15,662 )   1,306  

Stock-based compensation awards(1)

        20,030                 20,030             20,030  

Tax windfall (shortfall) from stock awards(2)

        (3,179 )               (3,179 )           (3,179 )

Distributions to noncontrolling interests

                                (20,856 )   (20,856 )

Other

                                57     57  
                                       

December 31, 2012

  $ 1,327   $ 2,304,122   $ (750,099 ) $ (8,132 ) $ 2,464,318   $ 4,011,536   $ 825   $ 643,966   $ 4,656,327  
                                       

(1)
Reflects TDS Corporate and TDS Telecom's current year stock-based compensation awards impact on Capital in excess of par value. U.S. Cellular's amounts are included in Adjust investment in subsidiaries for repurchases, issuances, other compensation plans, and noncontrolling interest purchases.

(2)
Reflects tax windfalls/(shortfalls) associated with the exercise of options and the vesting of restricted stock awards of TDS Common Shares and TDS Special Common Shares. U.S. Cellular's tax windfalls/(shortfalls) associated with the exercise of options and vesting of restricted stock awards of U.S. Cellular are included in Adjust investment in subsidiaries for repurchases, issuances, other compensation plans, and noncontrolling interest purchases.

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.
Consolidated Statement of Changes in Equity

 
  TDS Shareholders    
   
   
 
 
  Series A Common,
Special Common
and Common
Shares
  Capital in
Excess of
Par Value
  Special
Common
and Common
Treasury Shares
  Accumulated
Other
Comprehensive
Income
(Loss)
  Retained
Earnings
  Total TDS
Shareholders'
Equity
  Preferred
Shares
  Non
controlling
Interests
  Total
Equity
 
(Dollars in thousands)
   
   
   
   
   
   
   
   
   
 

December 31, 2010

  $ 1,270   $ 2,107,929   $ (738,695 ) $ (3,208 ) $ 2,450,599   $ 3,817,895   $ 830   $ 647,013   $ 4,465,738  

Add (Deduct)

                                                       

Net income attributable to TDS shareholders

                    200,566     200,566             200,566  

Net income attributable to noncontrolling interests classified as equity

                                49,505     49,505  

Net unrealized gain (loss) on equity investments

                138         138             138  

Changes related to retirement plan

                (5,784 )       (5,784 )           (5,784 )

Common, Special Common and Series A Common Shares dividends

                    (48,620 )   (48,620 )           (48,620 )

Preferred dividend requirement

                    (50 )   (50 )           (50 )

Repurchase of shares

            (21,500 )           (21,500 )           (21,500 )

Dividend reinvestment plan

        1,087     5,260         (2,675 )   3,672             3,672  

Incentive and compensation plans

        279     4,014         (3,817 )   476             476  

Adjust investment in subsidiaries for repurchases, issuances, other compensation plans and noncontrolling interest purchases

        (572 )               (572 )       (40,961 )   (41,533 )

Stock-based compensation awards(1)

        16,654                 16,654             16,654  

Tax windfall (shortfall) from stock awards(2)

        (697 )               (697 )           (697 )

Distributions to noncontrolling interests

                                (16,236 )   (16,236 )

Impact of Share Consolidation

    56     144,031             (144,104 )   (17 )           (17 )

Other

                                367     367  
                                       

December 31, 2011

  $ 1,326   $ 2,268,711   $ (750,921 ) $ (8,854 ) $ 2,451,899   $ 3,962,161   $ 830   $ 639,688   $ 4,602,679  
                                       

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.
Consolidated Statement of Changes in Equity

 
  TDS Shareholders    
   
   
 
 
  Series A Common,
Special Common
and Common
Shares
  Capital in
Excess of
Par Value
  Special Common
and Common
Treasury Shares
  Accumulated
Other
Comprehensive
Income (Loss)
  Retained
Earnings
  Total TDS
Shareholders'
Equity
  Preferred
Shares
  Non
controlling
Interests
  Total
Equity
 
(Dollars in thousands)
   
   
   
   
   
   
   
   
   
 

December 31, 2009

  $ 1,270   $ 2,088,807   $ (681,649 ) $ (2,710 ) $ 2,361,560   $ 3,767,278   $ 832   $ 662,561   $ 4,430,671  

Add (Deduct)

                                                       

Net income attributable to TDS shareholders

                    144,849     144,849             144,849  

Net income attributable to noncontrolling interests classified as equity

                                45,644     45,644  

Net unrealized gain (loss) on equity investments

                84         84             84  

Changes related to retirement plan

                (582 )       (582 )           (582 )

Common, Special Common and Series A Common Shares dividends

                    (47,152 )   (47,152 )           (47,152 )

Preferred dividend requirement

                    (50 )   (50 )           (50 )

Repurchase of Preferred Shares

                    (1 )   (1 )   (2 )       (3 )

Repurchase of shares

            (68,053 )           (68,053 )           (68,053 )

Dividend reinvestment plan

        1,858     5,492         (3,283 )   4,067             4,067  

Incentive and compensation plans

        551     5,515         (5,324 )   742             742  

Adjust investment in subsidiaries for repurchases, issuances and other compensation plans and noncontrolling interest purchases

        (137 )               (137 )       (41,562 )   (41,699 )

Stock-based compensation awards(1)

        17,084                 17,084             17,084  

Tax windfall (shortfall) from stock awards(2)

        (234 )               (234 )           (234 )

Distributions to noncontrolling interests

                                (19,630 )   (19,630 )
                                       

December 31, 2010

  $ 1,270   $ 2,107,929   $ (738,695 ) $ (3,208 ) $ 2,450,599   $ 3,817,895   $ 830   $ 647,013   $ 4,465,738  
                                       

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Nature of Operations

Telephone and Data Systems, Inc. ("TDS") is a diversified telecommunications company providing high-quality telecommunications services to approximately 5.8 million wireless customers and 1.0 million wireline customer connections at December 31, 2012. TDS conducts substantially all of its wireless operations through its 84%-owned subsidiary, United States Cellular Corporation ("U.S. Cellular"). TDS provides wireline services through its incumbent local exchange carrier ("ILEC") and competitive local exchange carrier ("CLEC"), and provides hosted and managed services ("HMS"), under its wholly-owned subsidiary, TDS Telecommunications Corporation ("TDS Telecom"). TDS conducts printing and distribution services through its majority-owned subsidiary, Suttle-Straus, Inc. ("Suttle-Straus") and provides wireless services through its majority-owned subsidiary, Airadigm Communications, Inc. ("Airadigm"), a Wisconsin-based service provider. Airadigm operates independently from U.S. Cellular and at this time, there are no plans to combine the operations of these subsidiaries. Suttle-Straus and Airadigm's financial results were not significant to TDS' operations in 2012.

Prior to 2012, TDS had reported the following business segments: U.S. Cellular, ILEC (which included HMS operations), CLEC, and Non-Reportable Segment which includes Suttle-Straus and Airadigm. TDS' Corporate operations and intercompany eliminations have been included in "Other Reconciling Items" for purposes of business segment disclosure. As a result of recent acquisitions and changes in TDS' strategy, operations, personnel and internal reporting, TDS reevaluated and changed its reportable business segments in the quarter ended March 31, 2012. As a result, TDS' business segments reflected in this Annual Report on Form 10-K for the year ended December 31, 2012, are U.S. Cellular, ILEC, CLEC, HMS and the Non-Reportable Segment. Periods presented for comparative purposes have been re-presented to conform to this revised presentation. All of TDS' segments operate only in the United States except for HMS, which includes an insignificant foreign operation. See Note 17—Business Segment Information for summary financial information on each business segment.

On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS whereby (a) each Special Common Share was reclassified as a Common Share on a one-for-one basis, (b) each Common Share was reclassified as 1.087 Common Shares, and (c) each Series A Common Share was reclassified as 1.087 Series A Common Shares. Shares outstanding at December 31, 2011, as well as the weighted average number of shares used in basic and diluted earnings per share as of the beginning of 2011 and all prior periods presented, have been retroactively restated to reflect the impact of the increased shares outstanding as a result of the Share Consolidation. See Note 15—Common Shareholders' Equity for additional information.


Principles of Consolidation

The accounting policies of TDS conform to accounting principles generally accepted in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of TDS, its majority-owned subsidiaries, general partnerships in which it has a majority partnership interest and variable interest entities ("VIEs") in which TDS is the primary beneficiary. Both VIE and primary beneficiary represent terms defined by GAAP.

Intercompany accounts and transactions have been eliminated.

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Table of Contents


Telephone and Data Systems, Inc.

Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)


Reclassifications

Certain prior year amounts have been reclassified to conform to the 2012 financial statement presentation. These reclassifications did not affect consolidated net income attributable to TDS shareholders, cash flows, assets, liabilities or equity for the years presented.


Business Combinations

TDS accounts for business combinations at fair value in accordance with the acquisition method. This method requires that the acquirer recognize 100% of the acquiree's assets and liabilities at their fair values on the acquisition date for all acquisitions, whether full or partial. In addition, transaction costs related to acquisitions are expensed.


Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (b) the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates are involved in accounting for goodwill and indefinite-lived intangible assets, depreciation, amortization and accretion, allowance for doubtful accounts, loyalty reward points, and income taxes.


Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term, highly liquid investments with original maturities of three months or less.


Short-Term and Long-Term Investments

At December 31, 2012 and 2011, TDS had $115.7 million and $246.3 million in Short-term investments and $50.3 million and $45.1 million in Long-term investments, respectively. Short-term and Long-term investments consist primarily of U.S. treasuries which are designated as held-to-maturity investments and are recorded at amortized cost in the Consolidated Balance Sheet. For these investments, TDS' objective is to earn a higher rate of return on funds that are not anticipated to be required to meet liquidity needs in the near term, while maintaining a low level of investment risk. See Note 3—Fair Value Measurements for additional details on Short-term and Long-term investments.


Accounts Receivable and Allowance for Doubtful Accounts

U.S. Cellular's accounts receivable consist primarily of amounts owed by customers pursuant to service contracts and for equipment sales, by agents for sales of equipment to them and by other wireless carriers whose customers have used U.S. Cellular's wireless systems.

TDS Telecom's accounts receivable primarily consist of amounts owed by customers for services provided, by interexchange carriers for long-distance traffic which TDS Telecom carries on its network, and by interstate and intrastate revenue pools that distribute access charges.

The allowance for doubtful accounts is the best estimate of the amount of probable credit losses related to existing accounts receivable. The allowance is estimated based on historical experience and other factors that could affect collectability. Accounts receivable balances are reviewed on either an aggregate or individual basis for collectability depending on the type of receivable. When it is probable that an account balance will not be collected, the account balance is charged against the allowance for doubtful accounts. TDS does not have any off-balance sheet credit exposure related to its customers.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

The changes in the allowance for doubtful accounts during the years ended December 31, 2012, 2011 and 2010 were as follows:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Beginning balance

  $ 31,071   $ 35,007   $ 37,623  

Additions, net of recoveries

    74,695     68,611     83,098  

Deductions

    (72,351 )   (72,547 )   (85,714 )
               

Ending balance

  $ 33,415   $ 31,071   $ 35,007  
               


Inventory

Inventory consists primarily of wireless devices stated at the lower of cost or market, with cost determined using the first-in, first-out method and market determined by replacement costs or estimated net realizable value. TDS Telecom's materials and supplies are stated at average cost.


Fair Value Measurements

Under the provisions of GAAP, fair value is a market-based measurement and not an entity-specific measurement, based on an exchange transaction in which the entity sells an asset or transfers a liability (exit price). The provisions also establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument's level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.


Licenses

Licenses consist of direct and incremental costs incurred in acquiring Federal Communications Commission ("FCC") licenses to provide wireless service.

TDS has determined that wireless licenses are indefinite-lived intangible assets and, therefore, not subject to amortization based on the following factors:

Radio spectrum is not a depleting asset.

The ability to use radio spectrum is not limited to any one technology.

TDS and its consolidated subsidiaries are licensed to use radio spectrum through the FCC licensing process, which enables licensees to utilize specified portions of the spectrum for the provision of wireless service.

TDS and its consolidated subsidiaries are required to renew their FCC licenses every ten years or, in some cases, every fifteen years. To date, all of TDS' license renewal applications have been granted by the FCC. Generally, license renewal applications filed by licensees otherwise in compliance with FCC regulations are routinely granted. If, however, a license renewal application is challenged either by a competing applicant for the license or by a petition to deny the renewal application, the license will be renewed if the licensee can demonstrate its entitlement to a "renewal expectancy." Licensees are entitled to such an expectancy if they can demonstrate to the FCC that they have provided "substantial service" during their license term and have "substantially complied" with FCC rules and policies. TDS believes that it is probable that its future license renewal applications will be granted.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)


Goodwill

TDS has Goodwill as a result of its acquisitions of wireless businesses, the acquisition of ILECs, HMS companies and, under previous business combination guidance in effect prior to 2009, step acquisitions related to U.S. Cellular's repurchase of its common shares. Such Goodwill represents the excess of the total purchase price over the fair value of net assets acquired in these transactions.


Goodwill and Licenses Impairment Assessment

Goodwill and Licenses must be assessed for impairment annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. TDS performs its annual impairment assessment of Goodwill and Licenses as of November 1 of each year.

The impairment test for Goodwill is a two-step process. The first step compares the fair value of the reporting unit to its carrying value. If the carrying amount exceeds the fair value, the second step of the test is performed to measure the amount of impairment loss, if any. The second step compares the implied fair value of reporting unit Goodwill with the carrying amount of that Goodwill. To calculate the implied fair value of Goodwill in this second step, an enterprise allocates the fair value of the reporting unit to all of the assets and liabilities of that reporting unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value was the price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the amount assigned to the assets and liabilities of the reporting unit is the implied fair value of Goodwill. If the carrying amount of Goodwill exceeds the implied fair value of Goodwill, an impairment loss is recognized for that difference.

The impairment test for an indefinite-lived intangible asset other than Goodwill consists of comparing the fair value of the intangible asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized for the difference.

Quoted market prices in active markets are the best evidence of fair value of an intangible asset or reporting unit and are used when available. If quoted market prices are not available, the estimate of fair value is based on the best information available, including prices for similar assets and the use of other valuation techniques. Other valuation techniques include present value analysis, multiples of earnings or revenues, or similar performance measures. The use of these techniques involve assumptions by management about factors that are uncertain including future cash flows, the appropriate discount rate, and other inputs. Different assumptions for these inputs could create materially different results.

U.S. Cellular tests Goodwill for impairment at the level of reporting referred to as a reporting unit. For purposes of its impairment testing of Goodwill in 2012 and 2011, U.S. Cellular identified five reporting units. The five reporting units represent five geographic groupings of FCC licenses, representing five geographic service areas.

A discounted cash flow approach was used to value each reporting unit for purposes of the Goodwill impairment review by using value drivers and risks specific to the current industry and economic markets. The cash flow estimates incorporated assumptions that market participants would use in their estimates of fair value. Key assumptions made in this process were the discount rate, estimated expected revenue growth rate, projected capital expenditures and the terminal growth rate.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

U.S. Cellular tests Licenses for impairment at the level of reporting referred to as a unit of accounting. For purposes of its 2012 impairment testing of Licenses, U.S. Cellular separated its FCC licenses into thirteen units of accounting based on geographic service areas. One unit of accounting includes the licenses to be transferred as a result of the Divestiture Transaction more fully described in Note 7—Acquisitions, Divestitures and Exchanges. For purposes of its 2011 impairment testing of Licenses, U.S. Cellular separated its FCC licenses into twelve units of accounting based on geographic service areas. In both 2012 and 2011 testing, seven of the units of accounting represented geographic groupings of licenses which, because they were not being utilized and, therefore, were not expected to generate cash flows from operating activities in the foreseeable future, were considered separate units of accounting for purposes of impairment testing.

U.S. Cellular estimates the fair value of built licenses for purposes of impairment testing using the build-out method. The build-out method estimates the fair value of Licenses by calculating future cash flows from a hypothetical start-up wireless company and assuming that the only assets available upon formation are the underlying Licenses. To apply this method, a hypothetical build-out of the company's wireless network, infrastructure, and related costs are projected based on market participant information. Calculated cash flows, along with a terminal value, are discounted to the present and summed to determine the estimated fair value.

For units of accounting which consist of unbuilt licenses, U.S. Cellular prepares estimates of fair value by reference to prices paid in recent auctions and market transactions where available. If such information is not available, the fair value of the unbuilt licenses is assumed to change by the same percentage, and in the same direction, that the fair value of built licenses measured using the build-out method changed during the period.

TDS Telecom has recorded Goodwill as a result of the acquisition of ILEC and HMS companies. For purposes of the annual impairment testing, TDS Telecom has four reporting units: one reporting unit within its ILEC reportable operating segment and three reporting units within its HMS reportable operating segment. For purposes of its annual impairment testing of Goodwill, as of November 1, 2011, TDS Telecom identified two reporting units within its ILEC reportable operating segment. TDS Telecom's change in reporting units resulted from an additional acquisition and TDS' reevaluation of its reportable business segments, more fully described above.

The discounted cash flow approach and publicly-traded guideline company method were used to value the reporting units in 2012. The publicly-traded guideline company method and recent transaction method were used to value the reporting units in 2011.

The discounted cash flow approach uses value drivers and risks specific to the industry and current economic factors. The cash flow estimates incorporated assumptions that market participants would use in their estimates of fair value and may not be indicative of TDS Telecom's specific assumptions. The most significant assumptions made in this process were the revenue growth rate, discount rate, projected capital expenditures and the terminal growth rate.

The publicly-traded guideline company method develops an indication of fair value by calculating average market pricing multiples for selected publicly-traded companies using multiples of various financial measures. The recent transaction method calculates market pricing multiples based upon recent acquisitions of similar businesses. In both the publicly-traded guideline company method and the recent transaction method, the developed multiples were applied to applicable financial measures of the respective reporting unit to determine fair value. Given the nature of this methodology, no specific consideration of the economic environment was considered since those factors would be inherent in the multiples used.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)


Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in wireless and wireline entities in which TDS holds a noncontrolling interest. TDS follows the equity method of accounting for such investments in which its ownership interest equals or exceeds 20% for corporations and equals or exceeds 3% for partnerships and limited liability companies. The cost method of accounting is followed for such investments in which TDS' ownership interest is less than 20% for corporations and is less than 3% for partnerships and limited liability companies, and for investments for which TDS does not have the ability to exercise significant influence.

For its equity method investments for which financial information is readily available, TDS records its equity in the earnings of the entity in the current period. For its equity method investments for which financial information is not readily available, TDS records its equity in the earnings of the entity on a one quarter lag basis.


Property, Plant and Equipment

Property, plant and equipment is stated at the original cost of construction or purchase including capitalized costs of certain taxes, payroll-related expenses, interest and estimated costs to remove the assets.

Expenditures that enhance the productive capacity of assets in service or extend their useful lives are capitalized and depreciated. Expenditures for maintenance and repairs of assets in service are charged to Cost of services and products or Selling, general and administrative expense, as applicable. Retirements and disposals of assets are recorded by removing the original cost of the asset (along with the related accumulated depreciation) from plant in service and charging it, together with removal cost less any salvage realized, to (Gain) loss on asset disposals and exchanges, net.

Costs of developing new information systems are capitalized and amortized over their expected economic useful lives.


Depreciation

Depreciation is provided using the straight-line method over the estimated useful life of the assets, except for the ILEC segment, which uses the group depreciation method. The group depreciation method develops a depreciation rate based on the average useful life of a specific group of assets, rather than each asset individually. TDS depreciates leasehold improvement assets associated with leased properties over periods ranging from one to thirty years; such periods approximate the shorter of the assets' economic lives or the specific lease terms.

Useful lives of specific assets are reviewed throughout the year to determine if changes in technology or other business changes would warrant accelerating the depreciation of those specific assets. Due to the Divestiture Transaction more fully described in Note 7—Acquisitions, Divestitures and Exchanges, U.S. Cellular changed the useful lives of certain assets in 2012. There were no material changes to useful lives of property, plant and equipment in 2011 or 2010. TDS Telecom did not materially change the useful lives of its property, plant and equipment in 2012, 2011 or 2010.


Impairment of Long-lived Assets

TDS reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired. The impairment test for tangible long-lived assets is a two-step process. The first step compares the carrying value of the asset (or asset group) with the estimated undiscounted cash flows over the remaining asset (or asset group) life. If the carrying value of the asset (or asset

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

group) is greater than the undiscounted cash flows, the second step of the test is performed to measure the amount of impairment loss. The second step compares the carrying value of the asset to its estimated fair value. If the carrying value exceeds the estimated fair value (less cost to sell), an impairment loss is recognized for the difference.

Quoted market prices in active markets are the best evidence of fair value of a tangible long-lived asset and are used when available. If quoted market prices are not available, the estimate of fair value is based on the best information available, including prices for similar assets and the use of other valuation techniques. A present value analysis of cash flow scenarios is often the best available valuation technique. The use of this technique involves assumptions by management about factors that are uncertain including future cash flows, the appropriate discount rate and other inputs. Different assumptions for these inputs could create materially different results.


Agent Liabilities

U.S. Cellular has relationships with agents, which are independent businesses that obtain customers for U.S. Cellular. At December 31, 2012 and 2011, U.S. Cellular had accrued $88.2 million and $75.3 million, respectively, for amounts due to agents. This amount is included in Other current liabilities in the Consolidated Balance Sheet.


Other Assets and Deferred Charges

Other assets and deferred charges include legal fees and other charges related to various borrowing instruments, and are amortized over the respective term of each instrument. The amounts for deferred charges included in the Consolidated Balance Sheet at December 31, 2012 and 2011 are shown net of accumulated amortization of $30.0 million and $25.2 million, respectively.


Asset Retirement Obligations

U.S. Cellular operates cell sites, retail stores and office spaces in its operating markets. A majority of these sites, stores and office spaces are leased. Most of these leases contain terms which require or may require U.S. Cellular to return the leased property to its original condition at the lease expiration date.

TDS Telecom owns poles, cable and wire and certain buildings and leases data center and office space and property used for housing central office switching equipment and fiber cable. These assets and leases often have removal or remediation requirements associated with them. For example, TDS Telecom's poles, cable and wire are often located on property that is not owned by TDS Telecom and are often subject to the provisions of easements, permits, or leasing arrangements. Pursuant to the terms of the permits, easements, or leasing arrangements, TDS Telecom is often required to remove these assets and return the property to its original condition at some defined date in the future.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

TDS accounts for asset retirement obligations by recording the fair value of a liability for legal obligations associated with an asset retirement in the period in which the obligations are incurred. At the time the liability is incurred, TDS records a liability equal to the net present value of the estimated cost of the asset retirement obligation and increases the carrying amount of the related long-lived asset by an equal amount. The liability is accreted to its present value over a period ending with the estimated settlement date of the respective asset retirement obligation. The carrying amount of the long-lived asset is depreciated over the useful life of the asset. Upon settlement of the obligation, any difference between the cost to retire the asset and the recorded liability (including accretion of discount) is recognized in the Consolidated Statement of Operations.


Treasury Shares

Common Shares repurchased by TDS are recorded at cost as treasury shares and result in a reduction of equity. Treasury shares are reissued as part of TDS' stock-based compensation programs. When treasury shares are reissued, TDS determines the cost using the first-in, first-out cost method. The difference between the cost of the treasury shares and reissuance price is included in Capital in excess of par value or Retained earnings. On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS whereby each Special Common Share was reclassified as one Common Share on a one-for-one basis and each Common Share was reclassified as 1.087 Common Shares. See Note 15—Common Shareholders' Equity for additional information.


Revenue Recognition

U.S. Cellular

Revenues from wireless operations consist primarily of:

Charges for access, airtime, roaming, long distance, data and other value added services provided to U.S. Cellular's retail customers and to end users through third-party resellers;

Charges to carriers whose customers use U.S. Cellular's systems when roaming;

Sales of equipment and accessories;

Amounts received from the Universal Service Fund ("USF") in states where U.S. Cellular has been designated an Eligible Telecommunications Carrier ("ETC"); and

Redemptions of loyalty reward points for products or services.

Revenues related to wireless services and other value added services are recognized as services are rendered. Revenues billed in advance or in arrears of the services being provided are estimated and deferred or accrued, as appropriate.

Revenues from sales of equipment and accessories are recognized when title and risk of loss passes to the agent or end-user customer.

U.S. Cellular allocates revenue to each element of multiple element service offerings using the relative selling price method. Under this method, arrangement consideration, which consists of the amounts billed to the customer net of any cash-based discounts, is allocated to each element on the basis of its relative selling price on a stand-alone basis. Such stand-alone selling price is determined in accordance with the following hierarchy:

U.S. Cellular-specific objective evidence of stand-alone selling price, if available; otherwise

Third-party evidence of selling price, if it is determinable; otherwise

A best estimate of stand-alone selling price.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

U.S. Cellular estimates stand-alone selling prices of the elements of its service offerings as follows:

Wireless services—Based on the actual selling price U.S. Cellular offers when such plan is sold on a stand-alone basis, or if the plan is not sold on a stand-alone basis, U.S. Cellular's estimate of the price of such plan based on similar plans that are sold on a stand-alone basis.

Wireless devices—Based on the selling price of the respective wireless device when it is sold on a stand-alone basis.

Phone Replacement—Based on U.S. Cellular's estimate of the price of this service if it were sold on a stand-alone basis, which was calculated by estimating the cost of this program plus a reasonable margin.

Loyalty reward points—By estimating the retail price of the products and services for which points may be redeemed and dividing such amount by the number of loyalty points required to receive such products and services. This is calculated on a weighted average basis and requires U.S. Cellular to estimate the percentage of loyalty points that will be redeemed for each product or service.

U.S. Cellular follows the deferred revenue method of accounting for its loyalty reward program. Under this method, revenue allocated to loyalty reward points is fully deferred as U.S. Cellular does not have sufficient historical data in which to estimate any portion of loyalty reward points that will not be redeemed. Revenue is recognized at the time of customer redemption or when such points have been depleted via a maintenance charge. U.S. Cellular periodically reviews and will revise the redemption and depletion rates as appropriate based on history and related future expectations. As of December 31, 2012 and 2011, U.S. Cellular had deferred revenue related to loyalty reward points outstanding of $56.6 million and $38.9 million, respectively. These amounts are recorded in Customer deposits and deferred revenues (a current liability account) in the Consolidated Balance Sheet, as customers may redeem their reward points within the current period.

Cash-based discounts and incentives, including discounts to customers who pay their bills through the use of on-line bill payment methods, are recognized as a reduction of Operating revenues concurrently with the associated revenue, and are allocated to the various products and services in the bundled offering based on their respective relative selling price.

In order to provide better control over wireless device quality, U.S. Cellular sells wireless devices to agents. U.S. Cellular pays rebates to agents at the time an agent activates a new customer or retains an existing customer in a transaction involving a wireless device. U.S. Cellular accounts for these rebates by reducing revenues at the time of the wireless device sale to the agent rather than at the time the agent activates a new customer or retains a current customer. Similarly, U.S. Cellular offers certain wireless device sales rebates and incentives to its retail customers and records the revenue net of the corresponding rebate or incentive. The total potential rebates and incentives are reduced by U.S. Cellular's estimate of rebates that will not be redeemed by customers based on historical experience of such redemptions.

Prior to July 1, 2012, U.S. Cellular charged a service activation fee to customers. Activation fees charged at agent locations with the sale of service only, where U.S. Cellular did not sell a wireless device to the customer, were deferred and recognized over the average customer life. On July 1, 2012, U.S. Cellular discontinued the service activation fee and began charging a device activation fee. Device activation fees charged at agent locations, where U.S. Cellular does not also sell a wireless device to the customer, are deferred and recognized over the average device life. Device activation fees charged as a result of handset sales at Company-owned retail stores are recognized at the time the handset is delivered to the customer. GAAP requires that activation fees charged with the sale of equipment and service be allocated to the equipment and service based upon the relative selling prices of each item. This generally results in the recognition of the activation fee as additional wireless device revenue at the time of sale.

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Notes to Consolidated Financial Statements

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

ETC revenues recognized in the reporting period represent the amounts which U.S. Cellular is entitled to receive for such period, as determined and approved in connection with U.S. Cellular's designation as an ETC in various states.

TDS Telecom

Revenue from ILEC and CLEC operations consist primarily of charges for:

The provision of local telephone exchange service;

Compensation for carrying long-distance voice and data traffic on TDS Telecom's local telephone networks, including compensation from USF's;

Leasing, selling, installing and maintaining customer premise equipment;

Providing broadband services;

Providing hosted Voice over Internet Protocol ("VoIP") solutions and other hosted services to business;

Reselling long-distance services; and

Selling Internet Protocol Television ("IPTV") and satellite video service.

HMS operating revenues consist of colocation, dedicated hosting, hosted application management and cloud computing services, and planning, engineering, procurement, installation, sales and management of IT infrastructure hardware solutions.

Revenues are recognized as services are rendered. Activation fees charged are deferred and recognized over the average customer's service period.

TDS Telecom offers some products and services that are provided by third-party vendors, primarily satellite video service through its ILEC business, and third-party equipment maintenance contracts through its HMS business. TDS records these service revenues on a net basis.

TDS Telecom offers discounts and incentives to customers who receive certain groupings of products and services (bundled arrangements). These discounts are recognized concurrently with the associated revenue and are allocated to the various products and services in the bundled offering based on their relative selling prices.

Discounts and cash incentives offered by TDS Telecom that are given directly to customers are recorded in the financial statements as a reduction of Operating revenues.

TDS Telecom's ILECs earn Wholesale revenues as a result of their participation in revenue pools with other telephone companies for interstate revenue and for certain intrastate revenue. Such pools are funded by long distance revenue and/or access charges within state jurisdictions and by access charges in the interstate jurisdiction. Wholesale revenues earned through the various pooling processes are recorded based on estimates following the National Exchange Carrier Association's rules as approved by the FCC.


Amounts Collected from Customers and Remitted to Governmental Authorities

TDS records amounts collected from customers and remitted to governmental authorities net within a tax liability account if the tax is assessed upon the customer and TDS merely acts as an agent in collecting the tax on behalf of the imposing governmental authority. If the tax is assessed upon TDS, then amounts collected from customers as recovery of the tax are recorded in Operating revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $152.4 million, $141.3 million and $154.0 million for 2012, 2011 and 2010, respectively.

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NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)


Advertising Costs

TDS expenses advertising costs as incurred. Advertising costs totaled $240.9 million, $267.7 million and $273.0 million in 2012, 2011 and 2010, respectively.


Income Taxes

TDS files a consolidated federal income tax return. Deferred taxes are computed using the liability method, whereby deferred tax assets are recognized for future deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for future taxable temporary differences. Both deferred tax assets and liabilities are measured using the tax rates anticipated to be in effect when the temporary differences reverse. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. TDS evaluates income tax uncertainties, assesses the probability of the ultimate settlement with the applicable taxing authority and records an amount based on that assessment.


Stock-Based Compensation

TDS has established long-term incentive plans, dividend reinvestment plans, a Non-Employee Director compensation plan, and previously had an employee stock purchase plan before this was terminated in the fourth quarter of 2011. See Note 16—Stock-based Compensation for additional information. The dividend reinvestment plan of TDS is not considered a compensatory plan and, therefore, recognition of compensation costs for grants made under this plan is not required. All other plans are considered compensatory plans; therefore, recognition of compensation costs for grants made under these plans is required.

TDS values its share-based payment transactions using a Black-Scholes valuation model. Stock-based compensation cost recognized during the period is based on the portion of the share-based payment awards that are ultimately expected to vest. Accordingly, stock-based compensation cost recognized has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures and expected life are estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. TDS believes that its historical experience provides the best estimates of future pre-vesting forfeitures and future expected life. The expected volatility assumption is based on the historical volatility of TDS' common stock over a period commensurate with the expected life. The dividend yield assumption is equal to the dividends declared in the most recent year as a percentage of the share price on the date of grant. The risk-free interest rate assumption is determined using the U.S. Treasury Yield Curve Rate with a term length that approximates the expected life of the stock options.

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NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

Compensation cost for stock option awards is recognized over the respective requisite service period of the awards, which is generally the vesting period, on a straight-line basis for each separate vesting portion of the awards as if the awards were, in-substance, multiple awards (graded vesting attribution method).


Operating Leases

TDS is a party to various lease agreements for office space, retail stores, cell sites and equipment that are accounted for as operating leases. Certain leases have renewal options and/or fixed rental increases. Renewal options that are reasonably assured of exercise are included in determining the lease term. TDS accounts for certain operating leases that contain rent abatements, lease incentives and/or fixed rental increases by recognizing lease revenue and expense on a straight-line basis over the lease term.


Recent Accounting Pronouncements

On July 27, 2012, the FASB issued Accounting Standards Update 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 is intended to reduce the cost and complexity of the annual indefinite-lived intangible assets impairment testing by providing entities an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. As such, there is the possibility that quantitative assessments would not need to be performed if it is more likely than not that no impairment exists. TDS is required to adopt the provisions of ASU 2012-02 as of January 1, 2013. Early adoption is permitted. The adoption of ASU 2012-02 is not expected to have a significant impact on TDS' financial position or results of operations.

On February 5, 2013, the FASB issued Accounting Standards Update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income
("ASU 2013-02"). ASU 2013-02 is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. TDS is required to adopt the provisions of ASU 2013-02 as of January 1, 2013. Since ASU 2013-02 only requires additional disclosure, adoption will not have an impact on TDS' financial position or results of operations.

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Notes to Consolidated Financial Statements

NOTE 2    NONCONTROLLING INTERESTS

Impact of Changes in TDS Ownership

The following schedule discloses the effects of net income attributable to TDS shareholders and changes in TDS' ownership interest in U.S. Cellular on TDS' equity for 2012, 2011 and 2010:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Net income attributable to TDS shareholders

  $ 81,861   $ 200,566   $ 144,849  
               

Transfer (to) from the noncontrolling interests
Change in TDS' Capital in excess of par value from U.S. Cellular's issuance of U.S. Cellular shares

    (8,854 )   (8,555 )   (7,180 )

Change in TDS' Capital in excess of par value from U.S. Cellular's repurchase of U.S. Cellular shares

    4,789     (7,723 )   (2,964 )

Purchase of ownership in subsidiary from noncontrolling interest

    4,397         (3,510 )
               

Net transfers (to) from noncontrolling interests

    332     (16,278 )   (13,654 )
               

Change from net income attributable to TDS shareholders and transfers (to) from noncontrolling interests

  $ 82,193   $ 184,288   $ 131,195  
               

Mandatorily Redeemable Noncontrolling Interests in Finite-Lived Subsidiaries

TDS' consolidated financial statements include certain noncontrolling interests that meet the GAAP definition of mandatorily redeemable financial instruments. These mandatorily redeemable noncontrolling interests represent interests held by third parties in consolidated partnerships and limited liability companies ("LLCs"), where the terms of the underlying partnership or LLC agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the noncontrolling interest holders and TDS in accordance with the respective partnership and LLC agreements. The termination dates of these mandatorily redeemable noncontrolling interests range from 2085 to 2107.

The settlement value or estimate of cash that would be due and payable to settle these noncontrolling interests, assuming an orderly liquidation of the finite-lived consolidated partnerships and LLCs on December 31, 2012, net of estimated liquidation costs, is $141.1 million. This amount excludes redemption amounts recorded in Noncontrolling interests with redemption features in the Consolidated Balance Sheet. The estimate of settlement value was based on certain factors and assumptions which are subjective in nature. Changes in those factors and assumptions could result in a materially larger or smaller settlement amount. TDS currently has no plans or intentions relating to the liquidation of any of the related partnerships or LLCs prior to their scheduled termination dates. The corresponding carrying value of the mandatorily redeemable noncontrolling interests in finite-lived consolidated partnerships and LLCs at December 31, 2012 was $51.1 million, and is included in Noncontrolling interests in the Consolidated Balance Sheet. The excess of the aggregate settlement value over the aggregate carrying value of these mandatorily redeemable noncontrolling interests is primarily due to the unrecognized appreciation of the noncontrolling interest holders' share of the underlying net assets in the consolidated partnerships and LLCs. Neither the noncontrolling interest holders' share, nor TDS' share, of the appreciation of the underlying net assets of these subsidiaries is reflected in the consolidated financial statements.

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NOTE 3    FAIR VALUE MEASUREMENTS

As of December 31, 2012 and 2011, TDS did not have any financial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP. However, TDS has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.

 
   
  December 31, 2012   December 31, 2011  
 
  Level within the
Fair Value
Hierarchy
 
 
  Book Value   Fair Value   Book Value   Fair Value  
(Dollars in thousands)
   
   
   
   
   
 

Cash and cash equivalents

    1   $ 740,481   $ 740,481   $ 563,275   $ 563,275  

Short-term investments(1)(2)

                               

Certificates of deposit

    1             27,444     27,444  

Government-backed securities(3)

    1     115,700     115,700     218,829     218,829  

Long-term investments(1)(4)

                               

Government-backed securities(3)

    1     50,305     50,339     45,138     45,310  

Long-term debt(5)

                               

Retail

    1     1,178,250     1,238,204     983,250     1,043,549  

Institutional and other

    2     538,657     589,435     542,398     543,309  

(1)
Designated as held-to-maturity investments and are recorded at amortized cost in the Consolidated Balance Sheet.

(2)
Maturities are less than twelve months from the respective balance sheet dates.

(3)
Includes U.S. treasuries and corporate notes guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.

(4)
Maturities range between 14 and 23 months from the balance sheet date.

(5)
Excludes capital lease obligations and current portion of Long-term debt.

The fair values of Cash and cash equivalents and Short-term investments approximate their book values due to the short-term nature of these financial instruments. The fair values of Long-term investments were estimated using quoted market prices for the individual issuances. The fair value of Long-term debt, excluding capital lease obligations and the current portion of such Long-term debt, was estimated using market prices for TDS' 7.0% Senior Notes, 6.875% Senior Notes, 6.625% Senior Notes and 5.875% Senior Notes, and U.S. Cellular's 6.95% Senior Notes at December 31, 2012, and TDS' 7.0% Senior Notes, 6.875% Senior Notes and 6.625% Senior Notes, and U.S. Cellular's 6.95% Senior Notes at December 31, 2011. TDS' institutional debt is traded over the counter; therefore TDS estimated the fair value of its institutional and other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 0.0% to 6.09% at December 31, 2012 and 0.00% to 6.85% at December 31, 2011.

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NOTE 4    INCOME TAXES

TDS' income taxes balances at December 31, 2012 and 2011 were as follows:

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Federal income taxes receivable (payable)

  $ (5,455 ) $ 77,238  

State income taxes receivable

    9,625     8,398  

Income tax expense (benefit) is summarized as follows:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Current

                   

Federal

  $ 9,705   $ (94,627 ) $ 24,329  

State

    5,092     5,583     (5,532 )

Deferred

                   

Federal

    61,113     214,722     67,466  

State

    (2,328 )   (12,175 )   8,925  
               

  $ 73,582   $ 113,503   $ 95,188  
               

A reconciliation of TDS' income tax expense computed at the statutory rate to the reported income tax expense, and the statutory federal income tax expense rate to TDS' effective income tax expense rate is as follows:

Year Ended December 31,
  2012   2011   2010  
 
  Amount   Rate   Amount   Rate   Amount   Rate  
(Dollars in millions)
   
   
   
   
   
   
 

Statutory federal income tax expense and rate

  $ 68.7     35.0 % $ 127.3     35.0 % $ 100.0     35.0 %

State income taxes, net of federal benefit(1)

    8.4     4.2     (20.9 )   (5.7 )   2.7     1.0  

Effect of noncontrolling interests

            (3.0 )   (0.8 )   (4.0 )   (1.4 )

Correction of deferred taxes(2)

    (6.1 )   (3.1 )   6.0     1.6          

Other differences, net

    2.6     1.4     4.1     1.1     (3.5 )   (1.3 )
                           

Total income tax expense and rate

  $ 73.6     37.5 % $ 113.5     31.2 % $ 95.2     33.3 %
                           

(1)
Net state income taxes include changes in the valuation allowance. The 2011 benefit primarily relates to the ability to utilize net operating losses as a result of state income tax law changes. In addition, state tax benefits related to the settlement of state tax audits and the expiration of statutes of limitations are included in 2012, 2011 and 2010.

(2)
TDS recorded immaterial adjustments to correct deferred tax balances in 2012 and 2011 related to tax basis adjustments and law changes that related to periods prior to 2012 and 2011, respectively.

TDS' current Net deferred income tax asset totaled $43.4 million and $40.9 million at December 31, 2012 and 2011, respectively, and primarily represents the deferred tax effects of accrued liabilities and the allowance for doubtful accounts on customer receivables.

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NOTE 4    INCOME TAXES (Continued)

TDS' noncurrent deferred income tax assets and liabilities at December 31, 2012 and 2011 and the temporary differences that gave rise to them were as follows:

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Noncurrent deferred tax assets

             

Net operating loss ("NOL") carryforwards

  $ 121,111   $ 103,709  

Stock-based compensation

    53,330     46,410  

Compensation and benefits—other

    32,484     17,314  

Deferred rent

    16,862     13,897  

Other

    32,654     20,246  
           

    256,441     201,576  

Less valuation allowance

    (69,108 )   (48,714 )
           

Total noncurrent deferred tax assets

    187,333     152,862  
           

Noncurrent deferred tax liabilities

             

Property, plant and equipment

    666,201     608,669  

Licenses/intangibles

    250,860     224,817  

Partnership investments

    127,331     123,898  

Other

    5,521     4,191  
           

Total noncurrent deferred tax liabilities

    1,049,913     961,575  
           

Net noncurrent deferred income tax liability

  $ 862,580   $ 808,713  
           

At December 31, 2012, TDS and certain subsidiaries had $1,923.2 million of state NOL carryforwards (generating a $102.0 million deferred tax asset) available to offset future taxable income. The state NOL carryforwards expire between 2013 and 2032. Certain subsidiaries had federal NOL carryforwards (generating a $19.1 million deferred tax asset) available to offset their future taxable income. The federal NOL carryforwards expire between 2013 and 2032. A valuation allowance was established for certain state NOL carryforwards and federal NOL carryforwards since it is more likely than not that a portion of such carryforwards will expire before they can be utilized.

A summary of TDS' deferred tax asset valuation allowance is as follows:

 
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Balance at January 1,

  $ 49,686   $ 71,014   $ 63,870  

Charged to income tax expense

    5,268     (28,511 )   (293 )

Charged to other accounts

    15,548     7,183     7,437  
               

Balance at December 31,

  $ 70,502   $ 49,686   $ 71,014  
               

As of December 31, 2012, the valuation allowance reduced current deferred tax assets by $1.4 million and noncurrent deferred tax assets by $69.1 million.

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NOTE 4    INCOME TAXES (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Unrecognized tax benefits balance at January 1,

  $ 28,841   $ 34,002   $ 45,034  

Additions for tax positions of current year

    7,027     4,369     5,271  

Additions for tax positions of prior years

    1,673     171     179  

Reductions for tax positions of prior years

    (7 )   (1,973 )   (3,517 )

Reductions for settlements of tax positions

    (21 )   (976 )   (12,549 )

Reductions for lapses in statutes of limitations

    (9,093 )   (6,752 )   (416 )
               

Unrecognized tax benefits balance at December 31,

  $ 28,420   $ 28,841   $ 34,002  
               

Unrecognized tax benefits are included in Accrued taxes and Other deferred liabilities and credits in the Consolidated Balance Sheet. If these benefits were recognized, they would have reduced income tax expense in 2012, 2011 and 2010 by $18.6 million, $18.2 million and $22.2 million, respectively, net of the federal benefit from state income taxes.

As of December 31, 2012, TDS believes it is reasonably possible that unrecognized tax benefits could decrease by approximately $5.5 million in the next twelve months. The nature of the uncertainty primarily relates to state income tax positions and their resolution or the expiration of statutes of limitation.

TDS recognizes accrued interest and penalties related to unrecognized tax benefits in Income tax expense. The amounts charged to Income tax expense related to interest and penalties resulted in a benefit in 2012 of $1.5 million, a benefit in 2011 of $2.5 million and expense in 2010 of $1.8 million, respectively. Net accrued interest and penalties were $13.2 million and $15.0 million at December 31, 2012 and 2011, respectively.

TDS and its subsidiaries file federal and state income tax returns. TDS remains subject to federal income tax audits for the tax years after 2009. With only a few exceptions, TDS is no longer subject to state income tax audits for years prior to 2008.

NOTE 5    VARIABLE INTEREST ENTITIES (VIEs)

Consolidated VIEs

As of December 31, 2012, TDS holds a variable interest in and consolidates the following VIEs under GAAP:

Aquinas Wireless L.P. ("Aquinas Wireless");

King Street Wireless L.P. ("King Street Wireless") and King Street Wireless, Inc., the general partner of King Street Wireless; and

Airadigm Communications, Inc.

From time to time, the FCC conducts auctions through which additional spectrum is made available for the provision of wireless services. U.S. Cellular, TDS' subsidiary, participated in spectrum auctions indirectly through interests that it held at the time in Aquinas Wireless, King Street Wireless, Barat Wireless L.P. ("Barat Wireless") and Carroll Wireless L.P. ("Carroll Wireless"), collectively, the "limited partnerships." Each limited partnership participated in and was awarded spectrum licenses in one of four separate spectrum auctions (FCC Auctions 78, 73, 66 and 58). Each limited partnership qualified as a "designated entity" and thereby was eligible for bidding credits with respect to licenses purchased in

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NOTE 5    VARIABLE INTEREST ENTITIES (VIEs) (Continued)

accordance with the rules defined by the FCC for each auction. In most cases, the bidding credits resulted in a 25% discount from the gross winning bid.

On September 7, 2012, U.S. Cellular acquired 100% of the ownership interest in Barat Wireless, Inc., the general partner of Barat Wireless, for an immaterial amount. On December 5, 2012, U.S. Cellular acquired 100% of the ownership interest in Carroll PCS, Inc., the general partner of Carroll Wireless, for an immaterial amount. Prior to these acquisitions, TDS consolidated Barat Wireless, Barat Wireless, Inc., Carroll Wireless, and Carroll PCS, Inc. as VIEs. Subsequent to the acquisition dates these entities ceased to be VIEs but continue to be consolidated based on TDS' controlling financial interest in the entities.

The power to direct the activities that most significantly impact the economic performance of Aquinas Wireless and King Street Wireless is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships; however, the general partner of each partnership needs consent of the limited partner, a TDS subsidiary, to sell or lease certain licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of the VIEs is shared, TDS has a disproportionate level of exposure to the variability associated with the economic performance of the VIEs, indicating that TDS is the primary beneficiary of the VIEs in accordance with GAAP. Accordingly, these VIEs are consolidated.

TDS has a variable interest in Airadigm as a result of a secured loan to Airadigm and the equity interest it holds in Airadigm. TDS has the power to direct the activities that most significantly impact Airadigm's economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to Airadigm, indicating that TDS is the primary beneficiary of Airadigm in accordance with GAAP. In addition, TDS has a majority voting interest in Airadigm. Accordingly, Airadigm is consolidated.

TDS' capital contributions and advances made to VIEs totaled $10.0 million and $35.5 million in the years ended December 31, 2012 and 2011, respectively.

The following table presents the classification of the consolidated VIEs' assets and liabilities in TDS' Consolidated Balance Sheet.

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Assets

             

Cash and cash equivalents

  $ 7,028   $ 13,299  

Other current assets

    3,267     3,719  

Licenses and other Intangible assets

    325,707     501,829  

Property, plant and equipment, net

    31,544     27,642  

Other assets and deferred charges

    3,026     3,612  
           

Total assets

  $ 370,572   $ 550,101  
           

Liabilities

             

Current liabilities

  $ 9,985   $ 5,944  

Deferred liabilities and credits

    6,213     5,481  
           

Total liabilities

  $ 16,198   $ 11,425  
           

Other Related Matters

TDS may agree to make additional capital contributions and/or advances to Aquinas Wireless and King Street Wireless and/or to their general partners to provide additional funding for the development of

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NOTE 5    VARIABLE INTEREST ENTITIES (VIEs) (Continued)

licenses granted in the various auctions. TDS may finance such amounts with a combination of cash on hand, borrowings under its revolving credit agreement and/or long-term debt. There is no assurance that TDS will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

The limited partnership agreements of Aquinas Wireless and King Street Wireless also provide the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of U.S. Cellular, to purchase its interest in the limited partnership. The general partner's put options related to its interests in King Street Wireless and Aquinas Wireless will become exercisable in 2019 and 2020, respectively. The put option price is determined pursuant to a formula that takes into consideration fixed interest rates and the market value of U.S. Cellular's Common Shares. Upon exercise of the put option, the general partner is required to repay borrowings due to U.S. Cellular. If the general partner does not elect to exercise its put option, the general partner may trigger an appraisal process in which the limited partner (a subsidiary of U.S. Cellular) may have the right, but not the obligation, to purchase the general partner's interest in the limited partnership at a price and on other terms and conditions specified in the limited partnership agreement. In accordance with requirements under GAAP, TDS is required to calculate a theoretical redemption value for all of the put options assuming they are exercisable at the end of each reporting period, even though such exercise is not contractually permitted. Pursuant to GAAP, this theoretical redemption value, net of amounts payable to U.S. Cellular for loans and accrued interest thereon made by U.S. Cellular to the general partners the ("net put value"), was $0.5 million at December 31, 2012. At December 31, 2011, the net put value was $1.0 million and also included the theoretical redemption value of the put options held by the general partners of Barat Wireless and Carroll Wireless, which were consolidated as VIEs on that date. The net put value is recorded as Noncontrolling interests with redemption features in TDS' Consolidated Balance Sheet. Also in accordance with GAAP, changes in the redemption value of the put options, net of interest accrued on the loans, are recorded as a component of Net income attributable to noncontrolling interests, net of tax, in TDS' Consolidated Statements of Operations.

Aquinas Wireless and King Street Wireless were formed to participate in FCC auctions of wireless spectrum and to fund, establish, and provide wireless service with respect to any FCC licenses won in the auctions. Airadigm is a Wisconsin-based wireless service provider. As such, these entities have risks similar to those described in the "Risk Factors" in TDS' Annual Report on Form 10-K.

U.S. Cellular began offering fourth generation Long-term Evolution ("4G LTE") service in certain cities within its service areas during the first quarter of 2012 and has plans to continue the deployment of 4G LTE. U.S. Cellular currently provides 4G LTE service in conjunction with King Street Wireless. Aquinas Wireless is still in the process of developing long-term business plans.

NOTE 6    EARNINGS PER SHARE

Basic earnings per share attributable to TDS shareholders is computed by dividing Net income available to common shareholders of TDS by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to TDS shareholders is computed by dividing Net income available to common shareholders of TDS by the weighted average number of common shares, both adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon exercise of outstanding stock options and the vesting of restricted stock units.

Shares outstanding at December 31, 2011, as well as the weighted average number of shares used in basic and diluted earnings per share as of the beginning of 2011 and all prior periods presented, have been retroactively restated to reflect the impact of the increased shares outstanding as a result of the Share Consolidation. See Note 15—Common Shareholders' Equity for additional information.

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NOTE 6    EARNINGS PER SHARE (Continued)

The amounts used in computing earnings per share and the effects of potentially dilutive securities on income and the weighted average number of Common and Series A Common Shares are as follows:

Year Ended December 31,
  2012   2011   2010  
(Dollars and shares in thousands, except earnings per share)
   
   
 

Basic earnings per share attributable to TDS shareholders Net income available to common shareholders of TDS used in basic earnings per share

  $ 81,811   $ 200,516   $ 144,799  
               

Adjustments to compute diluted earnings

                   

Noncontrolling interest adjustment(1)

    (461 )   (795 )   (512 )

Preferred dividend adjustment(2)

        49     49  
               

Net income available to common shareholders of TDS used in diluted earnings per share

  $ 81,350   $ 199,770   $ 144,336  
               

Weighted average number of shares used in basic earnings per share

                   

Common Shares

    101,532     101,471     102,947  

Series A Common Shares

    7,139     7,091     7,069  
               

Total

    108,671     108,562     110,016  

Effects of dilutive securities:

                   

Stock options

    11     262     229  

Restricted stock units

    255     214     195  

Preferred shares

        60     48  
               

Weighted average number of shares used in diluted earnings per share

    108,937     109,098     110,488  
               

Basic earnings per share attributable to TDS shareholders

 
$

0.75
 
$

1.85
 
$

1.32
 
               

Diluted earnings per share attributable to TDS shareholders

 
$

0.75
 
$

1.83
 
$

1.31
 
               

(1)
The noncontrolling interest adjustment reflects the additional noncontrolling share of U.S. Cellular's income computed as if all of U.S. Cellular's issuable securities were outstanding.

(2)
The preferred dividend adjustment reflects the dividend reduction related to preferred securities that were dilutive, and therefore treated as if converted for shares.

Certain Common Shares issuable upon the exercise of stock options, vesting of restricted stock units or conversion of convertible preferred shares were not included in average diluted shares outstanding for the calculation of Diluted earnings per share because their effects were antidilutive. The number of such Common Shares excluded is shown in the table below.

 
  2012   2011   2010  
(Shares in thousands)
   
   
   
 

Stock options

    8,130     3,785     4,105  

Restricted stock units

    154     141     88  

Convertible preferred shares

    57          

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NOTE 7    ACQUISITIONS, DIVESTITURES AND EXCHANGES

TDS assesses its existing wireless, wireline and HMS interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on capital. As part of this strategy, TDS reviews attractive opportunities to acquire additional wireless operating markets and wireless spectrum; and telecommunications companies and related service businesses. In addition, TDS may seek to divest outright or include in exchanges for other interests those interests that are not strategic to its long-term success.

Divestiture Transaction

On November 6, 2012, U.S. Cellular entered into a Purchase and Sale Agreement with subsidiaries of Sprint Nextel Corporation ("Sprint"). The Purchase and Sale Agreement provides that U.S. Cellular will transfer customers and certain PCS license spectrum to Sprint in U.S. Cellular's Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets ("Divestiture Markets") in consideration for $480 million in cash at closing, subject to pro-rations of certain assets and liabilities. The Purchase and Sale Agreement also contemplates certain other agreements, collectively referred to as the "Divestiture Transaction."

U.S. Cellular will retain other assets and liabilities related to the Divestiture Markets, including network assets, retail stores and related equipment, and other buildings and facilities. The transaction does not affect spectrum licenses held by U.S. Cellular or VIEs that are not currently used in the operations of the Divestiture Markets. The Purchase and Sale Agreement also contemplates certain other agreements, including customer and network transition services agreements, which will require that U.S. Cellular provide customer, billing and network services to Sprint for a period of up to 24 months after the closing date. Sprint will reimburse U.S. Cellular for providing such services at an amount equal to U.S. Cellular's cost, including applicable overhead allocations. In addition, these agreements will require Sprint to reimburse U.S. Cellular up to $200 million for certain network decommissioning costs, network site lease rent and termination costs, network access termination costs, and employee termination benefits for specified engineering employees.

Financial impacts of the Divestiture Transaction are classified in the Consolidated Statement of Operations within Operating income. The table below describes the amounts TDS expects to recognize in the Consolidated Statement of Operations between the date the Purchase and Sale Agreement was signed and the end of the transition services period, and the actual amounts incurred during the year ended December 31, 2012 as a result of the transaction.

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(Dollars in thousands)
  Expected
Period of
Realization/
Incurrence(1)
  Projected Range   Actual
Amount
Incurred
Year Ended
December 31,
2012
 

(Gain) loss on sale of business and other exit costs, net

                         

Proceeds from Sprint

                         

Purchase price

    2013   $ (480,000 ) $ (480,000 ) $  

Reimbursement of transition and exit costs

    2013-2014     (150,000 )   (200,000 )    

Net assets transferred

    2013     150,000     170,000      

Non-cash charges for the write-off and write-down of property under construction and related assets

    2012-2013     5,000     15,000     10,672  

Employee related costs including severance, retention and outplacement

    2012-2014     15,000     25,000     12,609  

Contract termination costs

    2012-2014     125,000     175,000     59  

Transaction costs

    2012-2013     3,000     5,000     1,137  
                     

Total (Gain) loss on sale of business and other exit costs, net

        $ (332,000 ) $ (290,000 ) $ 24,477  
                     

Depreciation, amortization and accretion expense

                         

Incremental depreciation, amortization and accretion, net of salvage values(2)

    2012-2014     150,000     210,000     20,058  

Other Operating expenses

                         

Non-cash charges for the write-off and write-down of various operating assets and liabilities

    2013         10,000      
                     

(Increase) decrease in Operating income

        $ (182,000 ) $ (70,000 ) $ 44,535  
                     

(1)
Represents the estimated period in which a substantial majority of such amounts will be realized or incurred.

(2)
Represents incremental depreciation, amortization and accretion anticipated to be recorded in the specified time periods as a result of revising the useful life of certain assets and revising the settlement dates of certain asset retirement obligations in conjunction with the Divestiture Transaction. Specifically, for the years indicated, this is estimated depreciation, amortization and accretion recorded on assets and liabilities of the Divestiture Markets after the November 6, 2012 transaction date less depreciation, amortization and accretion that would have been recorded on such assets and liabilities in the normal course, absent the Divestiture Transaction.

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NOTE 7    ACQUISITIONS, DIVESTITURES AND EXCHANGES (Continued)

As a result of the transaction, TDS recognized the following amounts in the Consolidated Balance Sheet between the date the Purchase and Sale Agreement was signed and December 31, 2012:

(Dollars in thousands)
  Balance
November 6,
2012
  Costs
Incurred
  Cash
Settlements
  Non-cash
Settlements
  Adjustments   Balance
December 31,
2012
 

Accrued compensation

                                     

Employee related costs including severance, retention, outplacement

  $   $ 12,609   $ (304 ) $   $   $ 12,305  

Other current liabilities

                                     

Contract termination costs

  $   $ 59   $ (29 ) $   $   $ 30  

The transaction is subject to FCC approval, compliance with the Hart-Scott-Rodino Act and other conditions. Subject to the satisfaction or (if permitted) waiver of all conditions, the transaction is expected to close in mid-2013.

Other Acquisitions, Divestitures and Exchanges

On November 20, 2012, U.S. Cellular acquired seven 700 MHz licenses covering portions of Illinois, Michigan, Minnesota, Missouri, Nebraska, Oregon, Washington and Wisconsin for $57.7 million.

On August 15, 2012, U.S. Cellular acquired four 700 MHz licenses covering portions of Iowa, Kansas, Missouri, Nebraska and Oklahoma for $34.0 million.

On June 11, 2012, TDS paid $45.0 million in cash, plus subsequent working capital adjustments of $1.1 million, to purchase 100% of the outstanding shares of Vital Support Systems, LLC ("Vital"). Vital is an information technology solutions provider whose service offerings complement the TDS HMS portfolio of products. Vital is included in the TDS Telecom HMS segment for reporting purposes.

On March 14, 2012, U.S. Cellular sold the majority of the assets and liabilities of a wireless market for $49.8 million in cash, net of working capital adjustments. At the time of the sale, a $4.2 million gain was recorded in (Gain) loss on sale of business and other exit costs, net in the Consolidated Statement of Operations. On May 9, 2011, pursuant to certain required terms of the partnership agreement, U.S. Cellular paid $24.6 million in cash to purchase the remaining ownership interest in this wireless market in which it previously held a 49% noncontrolling interest. In connection with the acquisition of the remaining interest, a $13.4 million gain was recorded to adjust the carrying value of this 49% investment to its fair value of $25.7 million based on an income approach valuation method. The gain was recorded in Gain (loss) on investment in the Consolidated Statement of Operations in 2011.

On September 30, 2011, U.S. Cellular completed an exchange whereby U.S. Cellular received eighteen 700 MHz spectrum licenses covering portions of Idaho, Illinois, Indiana, Kansas, Nebraska, Oregon and Washington in exchange for two PCS spectrum licenses covering portions of Illinois and Indiana. The exchange of licenses will provide U.S. Cellular with additional spectrum to meet anticipated future capacity and coverage requirements in several of its markets. No cash, customers, network assets, other assets or liabilities were included in the exchange. As a result of this transaction, TDS recognized a gain of $11.8 million, representing the difference between the fair value of the licenses received, calculated using a market approach valuation method, and the carrying value of the licenses surrendered. This gain was recorded in (Gain) loss on asset disposals and exchanges, net in the Consolidated Statement of Operations for the year ended December 31, 2011. The Indiana PCS spectrum included in the exchange was originally awarded to Carroll Wireless in FCC Auction 58 and was purchased by U.S. Cellular prior to the exchange. Carroll Wireless was a VIE which TDS consolidated at the time of the exchange; see Note 5—Variable Interest Entities for additional information.

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NOTE 7    ACQUISITIONS, DIVESTITURES AND EXCHANGES (Continued)

On September 23, 2011, pursuant to a plan of reorganization in the United States Bankruptcy Court for the Western District of Wisconsin, TDS acquired 63% of Airadigm and a note for $15.5 million in satisfaction of loans made by TDS to Airadigm and interests in Airadigm acquired by TDS from third-parties. Airadigm is a Wisconsin-based wireless service provider. The noncontrolling interest was valued at $0.4 million based on an income approach valuation method. TDS recognized a gain of $12.7 million as a result of the transaction which was recorded in Gain (loss) on investment in the Consolidated Statement of Operations for year ended December 31, 2011. Pursuant to the plan of reorganization, at the acquisition date Airadigm owed $32.7 million to the FCC. This obligation was paid in September 2011. Airadigm operates independently from U.S. Cellular and at this time there are no plans to combine the operations of these subsidiaries. Airadigm's financial results are included in "Non-Reportable segment" for reporting purposes.

On July 1, 2011, TDS paid $95.0 million in cash, plus a subsequent working capital adjustment of $0.9 million, to purchase 100% of the outstanding shares of OneNeck IT Services Corporation ("OneNeck"). OneNeck is a provider of hosted application management and managed IT hosting services to middle market businesses. The acquisition of OneNeck is expected to complement TDS' existing Hosted and Managed Services and is included in the HMS segment for reporting purposes.

Acquisitions and exchanges completed as of December 31, 2012 did not have a material impact on TDS' consolidated financial statements for the periods presented, and pro forma results, assuming acquisitions and exchanges had occurred at the beginning of each period presented, would not be materially different from the results reported.

TDS' acquisitions in 2012 and 2011 and the allocation of the purchase price for these acquisitions were as follows:

 
   
  Allocation of Purchase Price  
 
  Purchase Price(1)   Goodwill(2)   Licenses   Intangible Assets
Subject to
Amortization(3)
  Net Tangible
Assets (Liabilities)
 
(Dollars in thousands)
   
   
   
   
   
 

2012

                               

U.S. Cellular licenses

  $ 122,690   $   $ 122,690   $   $  

TDS Telecom HMS business

    46,126     20,364         20,300     5,462  
                       

Total

  $ 168,816   $ 20,364   $ 122,690   $ 20,300   $ 5,462  
                       

2011

                               

U.S. Cellular licenses

  $ 4,406   $   $ 4,406   $   $  

U.S. Cellular business(4)(5)

    24,572         15,592     2,252     6,728  

TDS Telecom HMS business

    95,865     68,107         28,300     (542 )

Non-Reportable segment business

    983     515     15,220     3,194     (17,946 )
                       

Total

  $ 125,826   $ 68,622   $ 35,218   $ 33,746   $ (11,760 )
                       

(1)
Cash amounts paid for acquisitions may differ from the purchase price due to cash acquired in the transactions and the timing of cash payments related to the respective transactions.

(2)
In 2012, the entire amount of Goodwill was amortizable for income tax purposes. In 2011, $0.7 million of acquired Goodwill was amortizable for income tax purposes.

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(3)
The weighted average amortization period for Intangible assets subject to amortization was 8.1 years in 2012 and 8.0 years in 2011.

(4)
Includes only the acquired interest and does not include amounts attributable to U.S. Cellular's pre-existing noncontrolling interest described above in this Note 7.

(5)
Licenses, Intangible assets subject to amortization and a portion of Net tangible assets (liabilities) are included in amounts reported as Assets held for sale in the Consolidated Balance Sheet as of December 31, 2011.

At December 31, 2012 and 2011, the following assets and liabilities were classified in the Consolidated Balance Sheet as "Assets held for sale" and "Liabilities held for sale":

 
  Current
Assets
  Licenses   Goodwill   Other
Intangible
Assets
  Property,
Plant and
Equipment
  Total Assets
Held for
Sale
  Liabilities
Held for
Sale(1)
 
(Dollars in thousands)
   
   
   
   
   
   
   
 

2012

                                           

Divestiture Transaction

  $   $ 140,599   $ 19,474   $   $   $ 160,073   $ 19,594  

Bolingbrook Customer Care Center(2)

                    3,169     3,169      
                               

Total

  $   $ 140,599   $ 19,474   $   $ 3,169   $ 163,242   $ 19,594  
                               

2011

                                           

U.S. Cellular wireless market

  $ 4,179   $ 31,920   $   $ 4,611   $ 8,937   $ 49,647   $ 1,051  
                               

(1)
Liabilities held for sale primarily consisted of Current liabilities in 2011 and Customer deposits and deferred revenues in 2012.

(2)
Effective January 1, 2013, U.S. Cellular transferred its Bolingbrook Customer Care Center operations to an existing third party vendor.

NOTE 8    INTANGIBLE ASSETS

Changes in TDS' Licenses and Goodwill are presented below. See Note 7—Acquisitions, Divestitures and Exchanges for information regarding transactions which affected Licenses and Goodwill during the periods.

Licenses

 
  U.S.
Cellular(1)
  TDS
Telecom CLEC
  Non-Reportable
Segment(2)
  Total  
(Dollars in thousands)
   
   
   
   
 

Balance December 31, 2011

  $ 1,475,994   $ 2,800   $ 15,220   $ 1,494,014  

Acquisitions

    122,690             122,690  

Transferred to Assets held for sale

    (140,599 )           (140,599 )

Other

    3,934             3,934  
                   

Balance December 31, 2012

  $ 1,462,019   $ 2,800   $ 15,220   $ 1,480,039  
                   

Balance December 31, 2010

 
$

1,457,326
 
$

2,800
 
$

 
$

1,460,126
 

Acquisitions(3)

    4,406         15,220     19,626  

Exchanges

    11,842             11,842  

Other

    2,420             2,420  
                   

Balance December 31, 2011

  $ 1,475,994   $ 2,800   $ 15,220   $ 1,494,014  
                   

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NOTE 8    INTANGIBLE ASSETS (Continued)

Goodwill

 
   
  TDS Telecom    
   
 
 
   
  Non-
Reportable
Segment(2)
   
 
 
  U.S. Cellular(1)   ILEC   CLEC   HMS   Total  
(Dollars in thousands)
   
   
   
   
   
   
 

Assigned value at time of acquisition

  $ 622,681   $ 420,716   $ 29,440   $ 83,263   $ 4,317   $ 1,160,417  

Accumulated impairment losses in prior periods

    (333,900 )       (29,440 )           (363,340 )
                           

Balance December 31, 2011

    288,781     420,716         83,263     4,317     797,077  

Acquisitions

                20,364         20,364  

Impairment

                    (515 )   (515 )

Transferred to Assets held for sale

    (19,474 )                   (19,474 )

Other

        (258 )               (258 )
                           

Balance December 31, 2012

  $ 269,307   $ 420,458   $   $ 103,627   $ 3,802   $ 797,194  
                           

Assigned value at time of acquisition

 
$

622,681
 
$

420,716
 
$

29,440
 
$

15,156
 
$

3,802
 
$

1,091,795
 

Accumulated impairment losses in prior periods

    (333,900 )       (29,440 )           (363,340 )
                           

Balance December 31, 2010

    288,781     420,716         15,156     3,802     728,455  

Acquisitions

                68,107     515     68,622  
                           

Balance December 31, 2011

  $ 288,781   $ 420,716   $   $ 83,263   $ 4,317   $ 797,077  
                           

(1)
Prior to January 1, 2009, TDS accounted for U.S. Cellular's share repurchases as step acquisitions, allocating a portion of the share repurchase value to TDS' Licenses and Goodwill, as required by GAAP in effect at that time. Consequently, U.S. Cellular's Licenses and Goodwill on a stand-alone basis do not match the TDS consolidated Licenses and Goodwill related to U.S. Cellular.

(2)
"Non-Reportable segment" consists of amounts related to Suttle-Straus and Airadigm. During the second quarter of 2012, a sustained decrease in TDS' stock price resulted in a triggering event, as defined by GAAP, requiring an interim impairment test of Licenses and Goodwill as of June 30, 2012. Based on this test, TDS concluded that the entire amount of Goodwill related to Airadigm was impaired resulting in an impairment loss of $0.5 million and no impairment of Licenses.

(3)
Does not include amounts reported as Assets held for sale in the Consolidated Balance Sheet as of December 31, 2011.

See Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements for a description of accounting policies related to Licenses and Goodwill.

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NOTE 9    INVESTMENTS IN UNCONSOLIDATED ENTITIES

Investments in unconsolidated entities consist of amounts invested in wireless and wireline entities in which TDS holds a noncontrolling interest. These investments are accounted for using either the equity or cost method as shown in the following table:

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Equity method investments:

             

Capital contributions, loans and advances

  $ 21,543   $ 25,067  

Cumulative share of income

    1,050,618     958,635  

Cumulative share of distributions

    (907,509 )   (825,261 )
           

    164,652     158,441  

Cost method investments

    15,269     15,269  
           

Total investments in unconsolidated entities

  $ 179,921   $ 173,710  
           

Equity in earnings of unconsolidated entities totaled $92.9 million, $82.5 million and $98.1 million in 2012, 2011 and 2010, respectively; of those amounts, TDS' investment in the Los Angeles SMSA Limited Partnership ("LA Partnership") contributed $67.2 million, $55.3 million and $64.8 million in 2012, 2011 and 2010, respectively. TDS held a 5.5% ownership interest in the LA Partnership throughout and at the end of each of these years.

The following tables, which are based on information provided in part by third parties, summarize the combined assets, liabilities and equity, and the combined results of operations of TDS' equity method investments:

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Assets

             

Current

  $ 477,673   $ 435,732  

Due from affiliates

    298,707     199,167  

Property and other

    1,951,887     1,988,331  
           

  $ 2,728,267   $ 2,623,230  
           

Liabilities and Equity

             

Current liabilities

  $ 353,044   $ 304,742  

Deferred credits

    84,672     82,371  

Long-term liabilities

    33,856     36,056  

Long-term capital lease obligations

    405     234  

Partners' capital and stockholders' equity

    2,256,290     2,199,827  
           

  $ 2,728,267   $ 2,623,230  
           

 

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Results of Operations

                   

Revenues

  $ 5,825,150   $ 5,540,220   $ 4,971,525  

Operating expenses

    4,381,731     4,301,758     3,567,131  
               

Operating income

    1,443,419     1,238,462     1,404,394  

Other income (expense)

    7,190     960     36,168  
               

Net income

  $ 1,450,609   $ 1,239,422   $ 1,440,562  
               

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NOTE 10    PROPERTY, PLANT AND EQUIPMENT

U.S. Cellular's Property, plant and equipment in service and under construction, and related accumulated depreciation and amortization, as of December 31, 2012 and 2011 were as follows:

December 31,
  Useful Lives (Years)   2012   2011  
(Dollars in thousands)
   
   
   
 

Land

    N/A   $ 33,947   $ 30,807  

Buildings

    20     341,852     330,925  

Leasehold and land improvements

    1-30     1,188,720     1,129,818  

Cell site equipment

    6-25     3,100,916     2,874,397  

Switching equipment

    1-8     1,155,114     1,113,780  

Office furniture and equipment

    3-5     535,656     570,776  

Other operating assets and equipment

    5-25     128,290     127,253  

System development

    3-7     631,184     545,193  

Work in process

    N/A     362,749     285,500  
                 

          7,478,428     7,008,449  

Accumulated depreciation and amortization

          (4,455,840 )   (4,218,147 )
                 

        $ 3,022,588   $ 2,790,302  
                 

U.S. Cellular's depreciation and amortization expense totaled $597.7 million, $565.1 million and $559.0 million in 2012, 2011 and 2010, respectively. As a result of the Divestiture Transaction, U.S. Cellular recognized incremental depreciation and amortization in 2012. See Note 7—Acquisitions, Divestitures and Exchanges for additional information.

TDS Telecom's (including ILEC, CLEC, and HMS) Property, plant and equipment in service and under construction, and related accumulated depreciation, as of December 31, 2012 and 2011 were as follows:

December 31,
  Useful Lives (Years)   2012   2011  
(Dollars in thousands)
   
   
   
 

Land

    N/A   $ 9,004   $ 9,004  

Buildings

    30     147,177     135,883  

Cable and wire

    15-20     1,445,270     1,410,706  

Network electronic equipment

    5-12     888,425     853,458  

Office furniture and equipment

    5-10     312,843     286,593  

Other equipment

    10-15     127,566     114,788  

System development

    3-7     196,185     165,812  

Work in process

    N/A     87,043     88,924  
                 

          3,213,513     3,065,168  

Accumulated depreciation and amortization

          (2,279,325 )   (2,128,411 )
                 

        $ 934,188   $ 936,757  
                 

The provision for TDS Telecom's ILEC companies' depreciation as a percentage of depreciable property was 5.5% in 2012, 5.5% in 2011 and 5.7% in 2010. TDS Telecom's depreciation and amortization expense related to Property, plant and equipment totaled $177.3 million, $168.2 million and $165.9 million in 2012, 2011 and 2010, respectively.

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NOTE 10    PROPERTY, PLANT AND EQUIPMENT (Continued)

Corporate and other Property, plant and equipment in service and under construction, and related accumulated depreciation, as of December 31, 2012 and 2011 were as follows:

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Property, plant and equipment

  $ 116,558   $ 123,979  

Accumulated depreciation and amortization

    (76,068 )   (66,503 )
           

Total

  $ 40,490   $ 57,476  
           

Corporate and other fixed assets consist of assets at the TDS corporate offices, Suttle-Straus and Airadigm. Corporate and other depreciation and amortization expense related to Property, plant and equipment totaled $10.3 million, $8.3 million and $7.3 million in 2012, 2011 and 2010, respectively.

In 2012, 2011 and 2010, (Gain) loss on asset disposals and exchanges, net included charges of $19.7 million, $11.0 million and $11.8 million, respectively, related to disposals of assets, trade-ins of older assets for replacement assets and other retirements of assets from service in the normal course of business. The 2011 (Gain) loss on asset disposals and exchanges, net also included a gain on the exchange of licenses, as described in Note 7—Acquisitions, Divestitures and Exchanges.

NOTE 11    ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.

In 2012 and 2011, U.S. Cellular and TDS Telecom performed a review of the assumptions and estimated costs related to asset retirement obligations. The results of the reviews (identified as "Revisions in estimated cash outflows") and other changes in asset retirement obligations during 2012 and 2011, including the Divestiture Transaction, were as follows:

 
  U.S.
Cellular
  TDS
Telecom
  Non-
Reportable
Segment
  TDS
Consolidated
 
(Dollars in thousands)
   
   
   
   
 

Balance December 31, 2011

  $ 143,402   $ 65,209   $ 3,806   $ 212,417  

Additional liabilities accrued

    5,578     367         5,945  

Revisions in estimated cash outflows(1)

    22,588             22,588  

Disposition of assets

    (2,674 )   (298 )       (2,972 )

Accretion expense(2)

    10,713     4,691     228     15,632  
                   

Balance December 31, 2012

  $ 179,607   $ 69,969   $ 4,034   $ 253,610  
                   

Balance December 31, 2010

  $ 128,709   $ 61,036   $   $ 189,745  

Additional liabilities accrued

    2,105     559         2,664  

Revisions in estimated cash outflows

    5,888             5,888  

Acquisitions of assets

        140     3,751     3,891  

Disposition of assets

    (1,323 )   (929 )       (2,252 )

Accretion expense

    8,023     4,403     55     12,481  
                   

Balance December 31, 2011

  $ 143,402   $ 65,209   $ 3,806   $ 212,417  
                   

(1)
In 2012, U.S. Cellular included $14.9 million as a result of changes in expected settlement dates related to the Divestiture Transaction.

(2)
In 2012, U.S. Cellular included $0.2 million of incremental accretion related to the Divestiture Transaction.

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NOTE 12    DEBT

Revolving Credit Facilities

At December 31, 2012, TDS and U.S. Cellular had revolving credit facilities available for general corporate purposes. Amounts under the revolving credit facilities may be borrowed, repaid and reborrowed from time to time until maturity. Neither TDS nor U.S. Cellular borrowed under their current or previous revolving credit facilities in 2012, 2011 or 2010 except for letters of credit.

TDS' and U.S. Cellular's interest cost on their revolving credit facilities is subject to increase if their current credit ratings from nationally recognized credit rating agencies are lowered, and is subject to decrease if the ratings are raised. The credit facilities would not cease to be available nor would the maturity date accelerate solely as a result of a downgrade in TDS' or U.S. Cellular's credit rating. However, a downgrade in TDS' or U.S. Cellular's credit rating could adversely affect their ability to renew the credit facilities or obtain access to other credit facilities in the future.

The maturity date of any borrowings under the TDS and U.S. Cellular revolving credit facilities would accelerate in the event of a change in control.

In 2012, each of the TDS and U.S. Cellular revolving credit facilities were amended to extend the maturity date from December 2015 to December 2017.

The following table summarizes the terms of such revolving credit facilities as of December 31, 2012:

(Dollars in millions)
  TDS   U.S. Cellular  

Maximum borrowing capacity

  $ 400.0   $ 300.0  

Letters of credit outstanding

  $ 0.2   $ 0.2  

Amount borrowed

  $   $  

Amount available for use

  $ 399.8   $ 299.8  

Borrowing rate: One-month London Interbank Offered Rate ("LIBOR") plus contractual spread(1)

    1.46 %   1.46 %

LIBOR

    0.21 %   0.21 %

Contractual spread

    1.25 %   1.25 %

Range of commitment fees on amount available for use(2)

             

Low

    0.13 %   0.13 %

High

    0.30 %   0.30 %

Agreement date

    December 2010     December 2010  

Maturity date

    December 2017     December 2017  

Fees incurred attributable to the Revolving Credit Facility are as follows:

             

Fees incurred as a percent of Maximum borrowing capacity for 2012

    0.33 %   0.38 %

Fees incurred, amount

             

2012

  $ 1.3   $ 1.1  

2011

  $ 1.5   $ 1.2  

2010

  $ 4.8   $ 3.8  

(1)
Borrowings under the revolving credit facility bear interest at LIBOR plus a contractual spread based on TDS or U.S. Cellular's credit rating or, at TDS or U.S. Cellular's option, an alternate "Base Rate" as defined in the revolving credit agreement. TDS and U.S. Cellular may select a borrowing period of either one, two, three or six months (or other period of twelve months or less if requested by TDS or U.S. Cellular and approved by the lenders). If TDS or U.S. Cellular provides notice of intent to borrow less than three business days in advance of a borrowing, interest on borrowing is at the Base Rate plus the contractual spread.

(2)
The revolving credit facility has commitment fees based on the unsecured senior debt ratings assigned to TDS and U.S. Cellular by certain ratings agencies.

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NOTE 12    DEBT (Continued)

The continued availability of the revolving credit facilities requires TDS and U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing. TDS and U.S. Cellular believe they were in compliance as of December 31, 2012 with all covenants and other requirements set forth in the revolving credit facilities.

In connection with U.S. Cellular's revolving credit facility, TDS and U.S. Cellular entered into a subordination agreement dated December 17, 2010 together with the administrative agent for the lenders under U.S. Cellular's revolving credit agreement. Pursuant to this subordination agreement, (a) any consolidated funded indebtedness from U.S. Cellular to TDS will be unsecured and (b) any (i) consolidated funded indebtedness from U.S. Cellular to TDS (other than "refinancing indebtedness" as defined in the subordination agreement) in excess of $105,000,000, and (ii) refinancing indebtedness in excess of $250,000,000, will be subordinated and made junior in right of payment to the prior payment in full of obligations to the lenders under U.S. Cellular's revolving credit agreement. As of December 31, 2012, U.S. Cellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to the revolving credit agreement pursuant to the subordination agreement.

At December 31, 2012, TDS had recorded $7.6 million of issuance costs related to the revolving credit facilities which is included in Other assets and deferred charges in the Consolidated Balance Sheet.


Long-Term Debt

In November 2012, TDS issued $195 million aggregate principal amount of 5.875% Senior notes. TDS expects to use the net proceeds for general corporate purposes, including acquisitions.

Long-term debt as of December 31, 2012 and 2011 was as follows:

December 31,
  Issuance date   Maturity date   Call date   2012   2011  
(Dollars in thousands)
   
   
   
   
   
 

TDS:

                         

Unsecured Senior Notes

                         

6.625%

  March 2005   March 2045   March 2010   $ 116,250   $ 116,250  

6.875%

  November 2010   November 2059   November 2015     225,000     225,000  

7.0%

  March 2011   March 2060   March 2016     300,000     300,000  

5.875%

  November 2012   December 2061   December 2017     195,000      

Purchase contract at 6.0%

  October 2001   October 2021         1,097     1,097  
                       

Total Parent

                837,347     642,347  
                       

Subsidiaries:

                         

U.S. Cellular—

                         

Unsecured Senior Notes

                         

6.7%

  December 2003 and June 2004   December 2033   December 2003     544,000     544,000  

Less: 6.7% Unamortized discount

                (11,806 )   (9,889 )
                       

                532,194     534,111  

6.95%

  May 2011   May 2060   May 2016     342,000     342,000  

Obligation on capital leases

                4,756     4,336  

TDS Telecom—

                         

Rural Utilities Service ("RUS") and other notes

                844     1,976  

Non-Reportable Segment—

                         

Long-term notes, 3.7% to 4.8%

      Through 2016         5,663     6,478  

Obligation on capital leases

                    118  
                       

Total Subsidiaries

                885,457     889,019  
                       

Total long-term debt

                1,722,804     1,531,366  
                       

Long-term debt, current

                1,233     1,509  

Long-term debt, noncurrent

              $ 1,721,571   $ 1,529,857  

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Notes to Consolidated Financial Statements

NOTE 12    DEBT (Continued)

TDS may redeem its callable notes and U.S. Cellular may redeem its 6.95% Senior Notes, in whole or in part at any time after the respective call date, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. U.S. Cellular may redeem the 6.7% Senior Notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100% of the principal amount of such notes, plus accrued and unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points.

Interest on the notes is payable quarterly on Senior Notes outstanding at December 31, 2012, with the exception of U.S. Cellular's 6.7% note in which interest is payable semi-annually.

Capitalized debt issuance costs for Unsecured Senior Notes totaled $44.6 million and are included in Other assets and deferred charges (a long-term asset account). These costs are amortized over the life of the notes using the effective interest method.

The annual requirements for principal payments on long-term debt are approximately $1.2 million, $1.6 million, $1.2 million, $3.0 million and $0.2 million for the years 2013 through 2017, respectively.

The covenants associated with TDS and its subsidiaries' long-term debt obligations, among other things, restrict TDS' ability, subject to certain exclusions, to incur additional liens, enter into sale and leaseback transactions, and sell, consolidate or merge assets.

TDS' long-term debt indentures do not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in TDS' credit rating. However, a downgrade in TDS' credit rating could adversely affect its ability to obtain long-term debt financing in the future.

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Notes to Consolidated Financial Statements

NOTE 13    EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

TDS sponsors a qualified noncontributory defined contribution pension plan. The plan provides benefits for the employees of TDS Corporate, TDS Telecom and U.S. Cellular. Under this plan, pension costs are calculated separately for each participant and are funded annually. Total pension costs were $18.4 million, $17.5 million and $17.5 million in 2012, 2011 and 2010, respectively. In addition, TDS sponsors a defined contribution retirement savings plan ("401(k)") plan. Total costs incurred from TDS' contributions to the 401(k) plan were $25.0 million, $22.1 million and $21.6 million in 2012, 2011 and 2010, respectively.

TDS also sponsors an unfunded nonqualified deferred supplemental executive retirement plan for certain employees to offset the reduction of benefits caused by the limitation on annual employee compensation under the tax laws.


Other Post-Retirement Benefits

TDS sponsors a defined benefit post-retirement plan that provides medical benefits and that covers most of the employees of TDS Corporate, TDS Telecom and the subsidiaries of TDS Telecom. The plan is contributory, with retiree contributions adjusted annually.

The following amounts are included in Accumulated other comprehensive loss in the Consolidated Balance Sheet before affecting such amounts for income taxes:

December 31,
  2012   2011  
(Dollars in thousands)
   
   
 

Net prior service costs

  $ 22,438   $ 26,173  

Net actuarial loss

    (36,510 )   (39,117 )
           

  $ (14,072 ) $ (12,944 )
           

The estimated net actuarial loss and prior service cost gain for the postretirement benefit plans that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost during 2013 are $2.5 million and $3.6 million, respectively.

The following amounts are included in Comprehensive income in the Consolidated Statement of Comprehensive Income:

Year Ended December 31, 2012
  Before-Tax   Deferred Income
Tax Benefit
(Expense)
  Net-of-Tax  
(Dollars in thousands)
   
   
   
 

Net actuarial gains (losses)

  $ 90   $ (143 ) $ (53 )

Amortization of prior service costs

    (3,735 )   5,950     2,215  

Amortization of actuarial losses

    2,517     (4,010 )   (1,493 )
               

Total gains (losses) recognized in Comprehensive income

  $ (1,128 ) $ 1,797   $ 669  
               

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NOTE 13    EMPLOYEE BENEFIT PLANS (Continued)

 

Year Ended December 31, 2011
  Before-Tax   Deferred Income
Tax Benefit
(Expense)
  Net-of-Tax  
(Dollars in thousands)
   
   
   
 

Net actuarial gains (losses)

  $ (9,625 ) $ 4,787   $ (4,838 )

Amortization of prior service costs

    (3,815 )   1,897     (1,918 )

Amortization of actuarial losses

    1,934     (962 )   972  
               

Total gains (losses) recognized in Comprehensive income

  $ (11,506 ) $ 5,722   $ (5,784 )
               

The following table reconciles the beginning and ending balances of the benefit obligation and the fair value of plan assets for the other post-retirement benefit plans.

December 31,
  2012   2011  
(Dollars in thousands)
 

Change in benefit obligation

             

Benefit obligation at beginning of year

  $ 50,113   $ 44,270  

Service cost

    1,197     1,116  

Interest cost

    2,297     2,368  

Actuarial (gain) loss

    3,179     5,158  

Prescription drug subsidy

    542     263  

Benefits paid

    (2,760 )   (3,062 )
           

Benefit obligation at end of year

    54,568     50,113  
           

Change in plan assets

             

Fair value of plan assets at beginning of year

    41,267     45,023  

Actual return (loss) on plan assets

    6,264     (971 )

Employer contribution

    276     277  

Benefits paid

    (2,760 )   (3,062 )
           

Fair value of plan assets at end of year

    45,047     41,267  
           

Funded status

  $ (9,521 ) $ (8,846 )
           

The funded status identified above is recorded as a component of Other deferred liabilities and credits in TDS' Consolidated Balance Sheet.

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NOTE 13    EMPLOYEE BENEFIT PLANS (Continued)

The following table sets forth by level within the fair value hierarchy the plans' assets at fair value, as of December 31, 2012 and 2011. See Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements for definitions of the levels in the fair value hierarchy.

December 31, 2012
  Level 1   Level 2   Level 3   Total  
(Dollars in thousands)
   
   
   
   
 

Mutual funds

                         

Bond

  $ 11,285   $   $   $ 11,285  

International equity

    8,868             8,868  

Money market

    1,983             1,983  

US large cap

    18,823             18,823  

US small cap

    4,074             4,074  

Other

            14     14  
                   

Total plan assets at fair value

  $ 45,033   $   $ 14   $ 45,047  
                   

 

December 31, 2011
  Level 1   Level 2   Level 3   Total  
(Dollars in thousands)
   
   
   
   
 

Mutual funds

                         

Bond

  $ 10,098   $   $   $ 10,098  

International equity

    7,304             7,304  

Money market

    2,031             2,031  

US large cap

    18,100             18,100  

US small cap

    3,723             3,723  

Other

            11     11  
                   

Total plan assets at fair value

  $ 41,256   $   $ 11   $ 41,267  
                   

A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument's level within the fair value hierarchy is not representative of its expected performance or its overall risk profile, and therefore Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.

Mutual funds are valued based on the closing price reported on the active market on which the individual securities are traded. The investment strategy for each type of mutual fund is identified below:

    Bond—The funds seek to achieve a maximum total return, consistent with preservation of capital and prudent investment management by investing in a wide spectrum of fixed income instruments including bonds, debt securities and other similar instruments issued by government and private-sector entities.

    International equity—The funds seek to provide long-term capital appreciation by investing in the stocks of companies located outside the United States that are considered to have the potential for above-average capital appreciation.

    Money market—The fund seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high-quality, dollar-denominated short-term debt securities.

    US large cap—The funds seek to track the performance of several benchmark indices that measure the investment return of large-capitalization stocks. The funds attempt to replicate the indices by investing substantially all of their assets in the stocks that make up the various indices in approximately the same proportion as the weighting in the indices.

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NOTE 13    EMPLOYEE BENEFIT PLANS (Continued)

    US small cap—The fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization stocks. The fund attempts to replicate the index by investing substantially all of its assets in the stocks that make up the index in approximately the same proportion as the weighting in the index.

The following table summarizes how plan assets are invested.

 
   
  Allocation of
Plan Assets
at December 31,
 
 
  Target Asset
Allocation
 
Investment Category
  2012   2011  

U.S. equities

    50 %   50.8 %   52.9 %

International equities

    20 %   19.7 %   17.7 %

Debt securities

    30 %   29.5 %   29.4 %

The post-retirement benefit fund engages multiple asset managers to ensure proper diversification of the investment portfolio within each asset category. The investment objective is to meet or exceed the rate of return of a performance index comprised of 50% Dow Jones U.S. Total Stock Market Index, 20% FTSE All World (excluding U.S.) Stock Index, and 30% Barclays Capital Aggregate Bond Index. The three-year and five-year average rates of return for TDS' post-retirement benefit fund are 8.76% and 3.63%, respectively.

The post-retirement benefit fund does not hold any debt or equity securities issued by TDS, U.S. Cellular or any related parties.

TDS is not required to set aside current funds for its future retiree health and life insurance benefits. The decision to contribute to the plan assets is based upon several factors, including the funded status of the plan, market conditions, alternative investment opportunities, tax benefits and other circumstances. In accordance with applicable income tax regulations, total accumulated contributions to fund the costs of future retiree medical benefits are restricted to an amount not to exceed 25% of the total accumulated contributions to the trust. An additional contribution equal to a reasonable amortization of the past service cost may be made without regard to the 25% limitation. TDS has not determined whether it will make a contribution to the plan in 2013.

Net periodic benefit cost recorded in the Consolidated Statement of Operations includes the following components:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
 

Service cost

  $ 1,197   $ 1,116   $ 1,175  

Interest cost

    2,297     2,368     2,325  

Expected return on plan assets

    (2,995 )   (3,496 )   (3,395 )

Amortization of prior service costs(1)

    (3,735 )   (3,815 )   (3,815 )

Amortization of actuarial losses(2)

    2,517     1,934     2,158  
               

Net post-retirement cost

  $ (719 ) $ (1,893 ) $ (1,552 )
               

(1)
Based on straight-line amortization over the average time remaining before active employees become fully eligible for plan benefits.

(2)
Based on straight-line amortization over the average time remaining before active employees retire.

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NOTE 13    EMPLOYEE BENEFIT PLANS (Continued)

The following assumptions were used to determine benefit obligations and net periodic benefit cost:

December 31,
  2012   2011  

Benefit obligations

             

Discount rate

    4.00 %   4.70 %

Net periodic benefit cost

             

Discount rate

    4.70 %   5.50 %

Expected return on plan assets

    7.50 %   8.00 %

The discount rate for 2012 and 2011 was determined using a hypothetical Aa spot yield curve represented by a series of annualized individual spot discount rates from six months to 99 years. The spot rate curve was derived from a direct calculation of the implied forward rate curve based on the included bond cash flows. This yield curve, when populated with projected cash flows that represent the expected timing and amount of TDS plan benefit payments, produces a single effective interest discount rate that is used to measure the plan's liabilities.

The measurement date for actuarial determination was December 31, 2012. For measurement purposes, the annual rate of increase in the per capita cost of covered health care benefits was assumed for 2012 to be 7.3% for plan participants aged 65 and above, and 8.1% for participants under age 65. For all participants the 2012 annual rate of increase is expected to decrease to 5.0% by 2020. The 2011 expected rate of increase was 7.9% for plan participants aged 65 and above, and 8.0% for participants under age 65, decreasing to 5.0% for all participants by 2020.

A 1% increase or decrease in assumed health care cost trend rates would have the following effects as of and for the year ended December 31, 2012:

 
  One Percent  
 
  Increase   Decrease  
(Dollars in thousands)
   
 

Effect on total service and interest cost components

  $ 14   $ (13 )

Effect on post-retirement benefit obligation

  $ 323   $ (299 )

The following estimated future benefit payments, which reflect expected future service, are expected to be paid:

Year
  Estimated Future
Post-Retirement
Benefit Payments
 
(Dollars in thousands)
   
 

2013

  $ 2,291  

2014

    2,329  

2015

    2,289  

2016

    2,336  

2017

    2,286  

2018-2022

    13,710  

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Notes to Consolidated Financial Statements

NOTE 14 COMMITMENTS AND CONTINGENCIES

Agreements

As previously disclosed, on August 17, 2010, U.S. Cellular and Amdocs Software Systems Limited ("Amdocs") entered into a Software License and Maintenance Agreement ("SLMA") and a Master Service Agreement ("MSA") (collectively, the "Amdocs Agreements") to develop a Billing and Operational Support System ("B/OSS"). Pursuant to an updated Statement of Work dated June 29, 2012, the implementation of B/OSS is expected to take until the end of 2013 to complete and total payments to Amdocs are estimated to be approximately $162.2 million (subject to certain potential adjustments) over the period from commencement of the SLMA in 2010 through the second half of 2013. As of December 31, 2012, $83.9 million had been paid to Amdocs.

Lease Commitments

TDS and its subsidiaries have leases for certain plant facilities, office space, retail store sites, cell sites, data centers and data-processing equipment which are accounted for as operating leases. Certain leases have renewal options and/or fixed rental increases. Renewal options that are reasonably assured of exercise are included in determining the lease term. Any rent abatements or lease incentives, in addition to fixed rental increases, are included in the calculation of rent expense and calculated on a straight-line basis over the defined lease term.

As of December 31, 2012, future minimum rental payments required under operating leases and rental receipts expected under operating leases that have noncancellable lease terms in excess of one year were as follows:

 
  Operating Leases
Future Minimum
Rental Payments
  Operating Leases
Future Minimum
Rental Receipts
 
(Dollars in thousands)
   
   
 

2013

  $ 171,449   $ 40,737  

2014

    145,112     35,317  

2015

    121,198     25,924  

2016

    99,753     15,294  

2017

    79,391     6,476  

Thereafter

    810,548     398  
           

Total

  $ 1,427,451   $ 124,146  
           

For 2012, 2011 and 2010, rent expense for noncancellable long-term leases was $204.1 million, $187.4 million and $178.1 million, respectively; and rent expense under cancellable short-term leases was $10.4 million, $9.0 million and $10.9 million, respectively.

Rent revenue totaled $41.6 million, $39.2 million and $35.4 million in 2012, 2011 and 2010, respectively.

Indemnifications

TDS enters into agreements in the normal course of business that provide for indemnification of counterparties. The terms of the indemnifications vary by agreement. The events or circumstances that would require TDS to perform under these indemnities are transaction specific; however, these agreements may require TDS to indemnify the counterparty for costs and losses incurred from litigation or claims arising from the underlying transaction. TDS is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time. Historically, TDS has not made any significant indemnification payments under such agreements.

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Notes to Consolidated Financial Statements

NOTE 14 COMMITMENTS AND CONTINGENCIES (Continued)


Legal Proceedings

TDS is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts. If TDS believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements.

TDS has accrued $1.7 million and $1.9 million with respect to legal proceedings and unasserted claims as of December 31, 2012 and 2011, respectively. TDS has not accrued any amount for legal proceedings if it cannot estimate the amount of the possible loss or range of loss. TDS does not believe that the amount of any contingent loss in excess of the amounts accrued would be material.

NOTE 15    COMMON SHAREHOLDERS' EQUITY

Share Consolidation Amendment

On January 13, 2012, TDS shareholders approved certain amendments to the Restated Certificate of Incorporation of TDS ("Charter Amendments").

These approved Charter Amendments include (a) a Share Consolidation Amendment to reclassify (i) each Special Common Share as one Common Share, (ii) each Common Share as 1.087 Common Shares, and (iii) each Series A Common Share as 1.087 Series A Common Shares, (b) a Vote Amendment to fix the percentage voting power in certain matters and (c) amendments to eliminate obsolete and inoperative provisions as more fully described in TDS' Current Report on Form 8-K dated January 24, 2012.

These approved Charter Amendments were effected on January 24, 2012 at which time each outstanding Special Common Share was reclassified as one Common Share and the Special Common Shares ceased to be outstanding and consequently ceased trading on the New York Stock Exchange under the symbol "TDS.S."

As of January 24, 2012, immediately prior to the reclassification, there were outstanding 6,549,000 Series A Common Shares, 49,980,000 Common Shares, 47,012,000 Special Common Shares and 8,300 Preferred Shares. As of January 24, 2012 immediately following the reclassification, there were outstanding 7,119,000 Series A Common Shares, 101,340,000 Common Shares and 8,300 Preferred Shares.

As a result of the share reclassification, shares outstanding at December 31, 2011, as well as average basic and diluted shares outstanding used to calculate earnings per share, as of the beginning of 2011 and all prior periods presented in this Form 10-K have been retroactively restated to reflect the impact of the increased shares outstanding.

TDS Consolidated Balance Sheet as of December 31, 2011 has also been retroactively adjusted to reflect the incremental shares issued to Common and Series A shareholders based on the closing price of TDS Common Shares as of December 31, 2011. As a result of the reclassification, an increase in Common Shares, Series A Common Shares and Capital in Excess of Par was offset by a corresponding decrease in Retained Earnings with no change to the overall amount of shareholders' equity.

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NOTE 15    COMMON SHAREHOLDERS' EQUITY (Continued)


Common Stock

As of December 31, 2011, the holders of Common Shares and Special Common Shares were entitled to one vote per share. The holders of Common Shares had full voting rights; the holders of Special Common Shares had limited voting rights. Other than the election of directors, the Special Common Shares had no votes except as otherwise required by law. The holders of Series A Common Shares were entitled to ten votes per share. TDS shareholders approved a Share Consolidation Amendment and a Vote Amendment to the Restated Certificate of Incorporation of TDS effective January 24, 2012. Pursuant to the Share Consolidation Amendment, among other things, each Special Common Share was reclassified into one Common Share and there are no longer any Special Common Shares authorized, issued or outstanding. Pursuant to the Vote Amendment, the voting power of the Series A Common Shares and the Common Shares, are fixed at 56.7% and 43.3%, respectively, of the total voting power in matters other than the election of directors where voting power is subject to adjustment due to changes in the number of outstanding Series A Common Shares. The Series A Common Shares continue to have ten votes per share in such matters and the vote per share of the Common Shares floats and is determined each time there is a vote on matters other than the election of directors.

As of December 31, 2012, Series A Common Shares were convertible, on a share for share basis, into Common Shares and 7,160,000 Common Shares were reserved for possible issuance upon conversion of Series A Common Shares.

The following table summarizes the number of Common, Special Common and Series A Common Shares issued and repurchased.

 
  Common
Shares
  Special
Common
Shares
  Common
Treasury
Shares
  Special
Common
Treasury
Shares
  Series A
Common
Shares
 
(Shares in thousands)
   
 

Balance December 31, 2009

    57,082     63,442     7,277     13,717     6,492  

Repurchase of shares

                2,394      

Conversion of Series A Common Shares

    11                 (11 )

Dividend reinvestment, incentive and compensation
plans

            (79 )   (200 )   29  
                       

Balance December 31, 2010

    57,093     63,442     7,198     15,911     6,510  

Repurchase of shares

                748      

Dividend reinvestment, incentive and compensation
plans

            (86 )   (226 )   39  

Reclassification as a result of Share Consolidation Amendment(1)

    68,409     (63,442 )   17,053     (16,433 )   570  
                       

Balance December 31, 2011

    125,502         24,165         7,119  

Repurchase of shares

            868          

Conversion of Series A Common Shares

    10                 (10 )

Dividend reinvestment, incentive and compensation
plans

            (392 )       51  
                       

Balance December 31, 2012

    125,512         24,641         7,160  
                       

(1)
Reflects the impact of the Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS, as approved by the TDS shareholders on January 13, 2012.

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NOTE 15    COMMON SHAREHOLDERS' EQUITY (Continued)


Tax-Deferred Savings Plan

TDS has reserved 90,000 Common Shares at December 31, 2012, for issuance under the TDS Tax-Deferred Savings Plan, a qualified profit-sharing plan pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code. Participating employees have the option of investing their contributions and TDS' contributions in a TDS Common Share fund, a U.S. Cellular Common Share fund or certain unaffiliated funds.


Share Repurchase Programs

On November 19, 2009, the Board of Directors of TDS authorized a $250 million stock repurchase program for both TDS Common and Special Common Shares from time to time pursuant to open market purchases, block transactions, private purchases or otherwise, depending on market conditions. This authorization expired on November 19, 2012.

As a result of the Share Consolidation Amendment that became effective on January 24, 2012, Special Common Shares ceased to be authorized, issued or outstanding. Accordingly, the foregoing share repurchase authorization applied only to Common Shares subsequent to January 24, 2012 until its expiration date.

On November 17, 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to 1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. These purchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date.

Share repurchases made under these authorizations and prior authorizations, were as follows:

Year Ended December 31,
  Number of
Shares
  Average Cost
Per Share
  Amount(1)  
(Dollars amounts and shares in thousands)
   
 

2012

                   

U.S. Cellular Common Shares

   
571
 
$

35.11
 
$

20,045
 

TDS Common Shares

    868     23.08     20,026  

2011

                   

U.S. Cellular Common Shares

   
1,276
 
$

48.82
 
$

62,294
 

TDS Common Shares

             

TDS Special Common Shares

    748     28.73     21,500  

2010

                   

U.S. Cellular Common Shares

   
1,235
 
$

42.76
 
$

52,827
 

TDS Common Shares

             

TDS Special Common Shares

    2,394     28.42     68,053  

(1)
Amounts reported in the Consolidated Statement of Cash Flows may differ from these amounts due to repurchases and subsequent cash settlements occurring in different years.

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Notes to Consolidated Financial Statements

NOTE 16    STOCK-BASED COMPENSATION

TDS Consolidated

The following table summarizes stock-based compensation expense recognized during 2012, 2011 and 2010:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
 

Stock option awards

  $ 20,884   $ 20,443   $ 18,623  

Restricted stock unit awards

    19,025     14,905     14,781  

Deferred compensation bonus and matching stock unit awards

    749     124     269  

Employee stock purchase plans

        485     566  

Awards under Non-Employee Director compensation plan

    1,213     880     889  
               

Total stock-based compensation, before income taxes

    41,871     36,837     35,128  

Income tax benefit

    (15,848 )   (13,862 )   (13,288 )
               

Total stock-based compensation expense, net of income taxes

  $ 26,023   $ 22,975   $ 21,840  
               

At December 31, 2012, unrecognized compensation cost for all stock-based compensation awards was $35.7 million and is expected to be recognized over a weighted average period of 1.7 years.

The following table provides a summary of the stock-based compensation expense included in the Consolidated Statement of Operations for the years ended:

December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
 

Selling, general and administrative expense

  $ 38,563   $ 33,949   $ 32,838  

Cost of services and products

    3,308     2,888     2,290  
               

Total stock-based compensation

  $ 41,871   $ 36,837   $ 35,128  
               

TDS' tax benefits realized from the exercise of stock options and other awards totaled $5.1 million in 2012.


TDS (excluding U.S. Cellular)

The information in this section relates to stock-based compensation plans using the equity instruments of TDS. Participants in these plans are employees of TDS Corporate and TDS Telecom and Non-employee Directors of TDS, although U.S. Cellular employees were eligible to participate in the TDS Employee Stock Purchase Plan before it was terminated in the fourth quarter of 2011. Information related to plans using the equity instruments of U.S. Cellular are shown in the U.S. Cellular section following the TDS section.

Under the TDS 2011 Long-Term Incentive Plan, TDS may grant fixed and performance based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees. On January 13, 2012, TDS shareholders approved Amendments to the Restated Certificate of Incorporation of TDS which included both a Share Consolidation Amendment and adoption of the TDS 2011 Long-Term Incentive Plan, which replaced the TDS 2004 Long-Term Incentive Plan. See Note 15—Common Shareholders' Equity for additional information.

As a result of the effectiveness of the Share Consolidation Amendment on January 24, 2012, there are no longer any Special Common Shares authorized or outstanding. As a result, outstanding awards were adjusted to reflect the reclassification, and such awards will be settled only in Common Shares. Such adjustment was made consistent with the share consolidation.

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NOTE 16    STOCK-BASED COMPENSATION (Continued)

TDS had reserved 13,952,000 Common Shares at December 31, 2012 for equity awards granted and to be granted under the TDS Long-Term Incentive Plans in effect. At December 31, 2012, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards. As of December 31, 2012, there were no shares reserved under any employee stock purchase plan, since this plan was terminated in the fourth quarter of 2011.

TDS has also established a Non-Employee Directors' compensation plan under which it has reserved 33,000 TDS Common Shares at December 31, 2012 for issuance as compensation to members of the Board of Directors who are not employees of TDS.

TDS uses treasury stock to satisfy requirements for shares issued pursuant to its various stock-based compensation plans.

Long-Term Incentive Plan—Stock Options —Stock options granted to key employees are exercisable over a specified period not in excess of ten years. Stock options generally vest over periods up to three years from the date of grant. Stock options outstanding at December 31, 2012 expire between 2013 and 2022. However, vested stock options typically expire 30 days after the effective date of an employee's termination of employment for reasons other than retirement. Employees who leave at the age of retirement have 90 days (or one year if they satisfy certain requirements) within which to exercise their vested stock options. The exercise price of options equals the market value of TDS common stock on the date of grant.

TDS estimated the fair value of stock options granted in 2012, 2011 and 2010 using the Black-Scholes valuation model and the assumptions shown in the table below:

 
  2012   2011   2010  

Expected life

    5.5 Years     5.5 Years     5.3 Years  

Expected annual volatility rate

    41.1 %   37.6 %   37.8 %

Dividend yield

    2.4 %   1.6 %   1.7 %

Risk-free interest rate

    0.9 %   2.1 %   2.1 %

Estimated annual forfeiture rate

    2.9 %   3.0 %   3.0 %

The fair value of options is recognized as compensation cost using an accelerated attribution method over the requisite service periods of the awards, which is generally the vesting period.

Until the time of the effectiveness of the Share Consolidation Amendment on January 24, 2012, any employee with stock options granted prior to the date of the TDS Special Common Share dividend on May 13, 2005, received one Common Share and one Special Common Share per tandem option exercised. Each tandem option was exercisable at its original exercise price. As a result of the Share Consolidation Amendment each Special Common Share was reclassified as a Common Share on a one-for-one basis and each Common Share was reclassified as 1.087 Common Shares. Consequently, each tandem option was adjusted to reflect the reclassification into 2.087 Common Shares upon exercise and the exercise price of the award was also adjusted to 1 / 2 .087 of the original exercise price of the award.

Any employee with TDS stock options granted after May 13, 2005 was entitled to receive one Special Common Share per option exercised. As a result of the Share Consolidation Amendment each Special Common option was reclassified into one Common Share option. The reclassification did not change the exercise price of these awards.

A summary of TDS stock options (total and portion exercisable) and changes during the three years ended December 31, 2012, is presented in the tables and narrative below. The December 31, 2011

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amounts in the tables below reflect the impact of the Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS:

Tandem Options
  Number of
Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Grant Date
Fair Value
  Aggregate
Intrinsic
Value
 

Outstanding at December 31, 2009

    901,000   $ 81.73              

(901,000 exercisable)

          81.73              

Exercised

    (2,000 )   45.53         $ 46,000  

Forfeited

                     

Expired

    (248,000 )   113.56              
                         

Outstanding at December 31, 2010

    651,000   $ 69.60              

(651,000 exercisable)

          69.60              

Exercised

    (2,000 )   53.77         $ 30,000  

Forfeited

                     

Expired

    (78,000 )   99.23              

Reclassification of Tandem Options due to Share Consolidation

    (571,000 )   65.64         $ 158,000  
                         

Outstanding at December 31, 2011

                       

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NOTE 16    STOCK-BASED COMPENSATION (Continued)

Special Common Share Options
  Number of
Options
  Weighted
Average
Exercise
Prices
  Weighted
Average
Grant Date
Fair Value
  Aggregate
Intrinsic
Value
 

Outstanding at December 31, 2009

    3,860,000   $ 38.46              

(1,732,000 exercisable)

          48.91              

Granted

    1,387,000     26.66   $ 8.37        

Exercised

    (5,000 )   26.95         $ 17,000  

Forfeited

    (105,000 )   29.64              

Expired

    (29,000 )   45.16              
                         

Outstanding at December 31, 2010

    5,108,000   $ 35.41              

(2,506,000 exercisable)

          43.14              

Granted

    1,034,000     29.94   $ 9.59        

Exercised

    (5,000 )   26.95         $ 19,000  

Forfeited

    (34,000 )   28.12              

Expired

    (79,000 )   35.00              

Reclassification of Special Common Options due to Share Consolidation

    (6,024,000 ) $ 34.38         $  
                         

Outstanding at December 31, 2011

                       

 

Common Share Options
  Number of
Options
  Weighted
Average
Exercise
Prices
  Weighted
Average
Grant Date
Fair Value
  Aggregate
Intrinsic
Value
  Weighted
Average
Remaining
Contractual
Life
(in years)
 

Outstanding at December 31, 2010

      $                    

Reclassification of Tandem Options due to Share Consolidation

    1,192,000     31.45                    

Reclassification of Special Common Options due to Share Consolidation

    6,024,000     34.38                    
                               

Outstanding at December 31, 2011

    7,216,000   $ 33.89                    

(4,865,000 exercisable)

          36.67                    

Granted

    1,702,000     20.79   $ 6.28              

Exercised

    (1,000 )   20.65         $ 4,000        

Forfeited

    (106,000 )   23.81                    

Expired

    (298,000 )   30.12                    
                               

Outstanding at December 31, 2012

    8,513,000   $ 31.53         $ 2,279,000     6.4  

(5,782,000 exercisable)

        $ 35.12         $ 68,000     5.2  

The aggregate intrinsic value in the tables above represents the total pre-tax intrinsic value (the difference between TDS' closing stock prices and the exercise price, multiplied by the number of in-the-money options) that was received by the option holders upon exercise or that would have been received by option holders had all options been exercised on December 31, 2012.

Long-Term Incentive Plan—Restricted Stock Units —TDS also grants restricted stock unit awards to key employees. As of December 31, 2011, each restricted stock unit outstanding was convertible into one Special Common Share upon the vesting of such restricted stock units. As a result of the Share Consolidation Amendment each outstanding restricted stock unit was reclassified and became

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NOTE 16    STOCK-BASED COMPENSATION (Continued)

convertible into one Common Share Award. The restricted stock unit awards currently outstanding were granted in 2011 and 2012 and will vest in December 2013 and 2014, respectively.

TDS estimates the fair value of restricted stock units by reducing the grant-date price of the Company's shares by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate, since employees are not entitled to dividends declared on the underlying shares while the restricted stock or RSU is unvested. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

A summary of TDS nonvested restricted stock units and changes during the year ended December 31, 2012 is presented in the table below. The December 31, 2011 amounts in the table below reflect the impact of the Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS.

Common Restricted Stock Units
  Number   Weighted
Average
Grant Date
Fair Value
 

Nonvested at December 31, 2011

    389,000   $ 27.45  

Granted

    333,000   $ 19.62  

Vested

    (151,000 ) $ 25.73  

Forfeited

    (24,000 ) $ 24.10  
             

Nonvested at December 31, 2012

    547,000   $ 23.44  
             

 

The total fair values as of the respective vesting dates of restricted stock units vested during 2012, 2011 and 2010 were $3.4 million, $4.1 million and $4.2 million, respectively. The weighted average grant date fair value of restricted stock units granted in 2012, 2011 and 2010 was $19.62, $28.73 and $25.53, respectively.

Long-Term Incentive Plan—Deferred Compensation Stock Units —Certain TDS employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred. All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in TDS Common Share units. The amount of TDS' matching contribution depends on the portion of the annual bonus that is deferred. Participants receive a 25% stock unit match for amounts deferred up to 50% of their total annual bonus and a 33% match for amounts that exceed 50% of their total annual bonus; such matching contributions also are deemed to be invested in TDS Common Share units.

The total fair values of deferred compensation stock units that vested during 2012, 2011 and 2010 were $0.1 million, $0.1 million and $0.1 million, respectively. The weighted average grant date fair value of deferred compensation stock units granted in 2012, 2011 and 2010 was $24.18, $28.15 and $28.72, respectively. As of December 31, 2012, there were 205,000 vested but unissued deferred compensation stock units valued at $4.5 million.

Employee Stock Purchase Plan —The TDS 2009 Employee Stock Purchase Plan was terminated in the fourth quarter of 2011.

Compensation of Non-Employee Directors —TDS issued 22,000, 19,000 and 19,000 Common Shares under its Non-Employee Director plan in 2012, 2011 and 2010, respectively.

Dividend Reinvestment Plans ("DRIP") —TDS had reserved 260,000 Common Shares at December 31, 2012, for issuance under Automatic Dividend Reinvestment and Stock Purchase Plans and 18,000

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NOTE 16    STOCK-BASED COMPENSATION (Continued)

Series A Common Shares for issuance under the Series A Common Share Automatic Dividend Reinvestment Plan. These plans enabled holders of TDS' Common Shares and Preferred Shares to reinvest cash dividends in Common Shares and holders of Series A Common Shares to reinvest cash dividends in Series A Common Shares. The purchase price of the shares is 95% of the market value, based on the average of the daily high and low sales prices for TDS' Common Shares on the New York Stock Exchange for the ten trading days preceding the date on which the purchase is made. These plans are considered non-compensatory plans, therefore no compensation expense is recognized for stock issued under these plans.


U.S. Cellular

The information in this section relates to stock-based compensation plans using the equity instruments of U.S. Cellular. Participants in these plans are employees of U.S. Cellular and Non-employee Directors of U.S. Cellular. Information related to plans using the equity instruments of TDS are shown in the previous section.

U.S. Cellular has established the following stock-based compensation plans: a long-term incentive plan and a Non-Employee Director compensation plan, and had an employee stock purchase plan that was terminated in the fourth quarter of 2011. In addition, U.S. Cellular employees were eligible to participate in the TDS employee stock purchase plan before that plan also was terminated in the fourth quarter of 2011.

Under the U.S. Cellular 2005 Long-Term Incentive Plan, U.S. Cellular may grant fixed and performance based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees. At December 31, 2012, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards.

At December 31, 2012, U.S. Cellular had reserved 5,662,000 Common Shares for equity awards granted and to be granted under the 2005 Long-Term Incentive Plan. No Common Shares were reserved for issuance to employees under any employee stock purchase plan since this plan was terminated in the fourth quarter of 2011.

U.S. Cellular also has established a Non-Employee Director compensation plan under which it has reserved 25,000 Common Shares at December 31, 2012 for issuance as compensation to members of the Board of Directors who are not employees of U.S. Cellular or TDS.

U.S. Cellular uses treasury stock to satisfy requirements for Common Shares issued pursuant to its various stock-based compensation plans.

Long-Term Incentive Plan—Stock Options —Stock options granted to key employees are exercisable over a specified period not in excess of ten years. Stock options generally vest over a period of three years from the date of grant. Stock options outstanding at December 31, 2012 expire between 2013 and 2022. However, vested stock options typically expire 30 days after the effective date of an employee's termination of employment for reasons other than retirement. Employees who leave at the age of retirement have 90 days (or one year if they satisfy certain requirements) within which to exercise their vested stock options. The exercise price of options equals the market value of U.S. Cellular Common Shares on the date of grant.

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NOTE 16    STOCK-BASED COMPENSATION (Continued)

U.S. Cellular estimated the fair value of stock options granted during 2012, 2011, and 2010 using the Black-Scholes valuation model and the assumptions shown in the table below.

 
  2012   2011   2010

Expected life

  4.5 years   4.3 years   0.9-8.0 years

Expected volatility

  40.7%-42.6%   43.4%-44.8%   26.9%-43.9%

Dividend yield

  0%   0%   0%

Risk-free interest rate

  0.5%-0.9%   0.7%-2.0%   0.4%-3.1%

Estimated annual forfeiture rate

  0.0%-9.1%   0.0%-7.8%   0.0%-8.4%

The fair value of options is recognized as compensation cost using an accelerated attribution method over the requisite service periods of the awards, which is generally the vesting period.

A summary of U.S. Cellular stock options outstanding (total and portion exercisable) and changes during the three years ended December 31, 2012, is presented in the table below:

 
  Number of
Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Grant Date
Fair Value
  Aggregate
Intrinsic
Value
  Weighted
Average
Remaining
Contractual
Life
(in years)
 

Outstanding at December 31, 2009

    2,029,000   $ 51.37                    

(1,046,000 exercisable)

          54.40                    

Granted

    831,000     41.98   $ 13.75              

Exercised

    (317,000 )   38.60         $ 1,555,000        

Forfeited

    (88,000 )   44.28                    

Expired

    (193,000 )   61.50                    
                               

Outstanding at December 31, 2010

    2,262,000   $ 49.12                    

(1,151,000 exercisable)

          54.64                    

Granted

    595,000     51.70   $ 19.42              

Exercised

    (173,000 )   37.50         $ 2,099,000        

Forfeited

    (72,000 )   45.97                    

Expired

    (175,000 )   57.05                    
                               

Outstanding at December 31, 2011

    2,437,000   $ 50.10                    

(1,321,000 exercisable)

          53.68                    

Granted

    580,000     40.70   $ 14.71              

Exercised

    (41,000 )   34.27         $ 205,000        

Forfeited

    (97,000 )   44.81                    

Expired

    (116,000 )   52.92                    
                               

Outstanding at December 31, 2012

    2,763,000   $ 48.43         $ 513,000     6.60  

(1,657,000 exercisable)

        $ 51.20         $ 513,000     5.30  

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between U.S. Cellular's closing stock price and the exercise price multiplied by the number of in-the-money options) that was received by the option holders upon exercise or that would have been received by option holders had all options been exercised on December 31, 2012.

Long-Term Incentive Plan—Restricted Stock Units —U.S. Cellular grants restricted stock unit awards, which generally vest after three years, to key employees.

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NOTE 16    STOCK-BASED COMPENSATION (Continued)

U.S. Cellular estimates the fair value of restricted stock units based on the closing market price of U.S. Cellular shares on the date of grant. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

A summary of U.S. Cellular nonvested restricted stock units at December 31, 2012 and changes during the year then ended is presented in the table below:

 
  Number   Weighted Average Grant Date Fair Value  

Nonvested at December 31, 2011

    845,000   $ 42.48  

Granted

    468,000     39.75  

Vested

    (225,000 )   32.96  

Forfeited

    (75,000 )   43.74  
             

Nonvested at December 31, 2012

    1,013,000   $ 43.24  
             

The total fair value of restricted stock units that vested during 2012, 2011 and 2010 was $8.9 million, $9.5 million and $4.7 million, respectively, as of the respective vesting dates. The weighted average grant date fair value of restricted stock units granted in 2012, 2011 and 2010 was $39.75, $49.35 and $42.21, respectively.

Long-Term Incentive Plan—Deferred Compensation Stock Units —Certain U.S. Cellular employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred. All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in U.S. Cellular Common Share stock units. The amount of U.S. Cellular's matching contribution depends on the portion of the annual bonus that is deferred. Participants receive a 25% match for amounts deferred up to 50% of their total annual bonus and a 33% match for amounts that exceed 50% of their total annual bonus; such matching contributions also are deemed to be invested in U.S. Cellular Common Share stock units.

The total fair value of deferred compensation stock units that vested was less than $0.1 million during 2012 and 2011. The fair value of units vested during 2010 was $0.4 million. The weighted average grant date fair value of deferred compensation stock units granted in 2012, 2011 and 2010 was $42.37, $48.72 and $40.76, respectively. As of December 31, 2012, there were 7,000 vested but unissued deferred compensation stock units valued at $0.2 million.

Employee Stock Purchase Plan —The U.S. Cellular 2009 Employee Stock Purchase Plan was terminated in the fourth quarter of 2011.

Compensation of Non-Employee Directors —U.S. Cellular issued 7,600, 6,600 and 9,000 Common Shares in 2012, 2011 and 2010, respectively, under its Non-Employee Director compensation plan.

NOTE 17    BUSINESS SEGMENT INFORMATION

U.S. Cellular and TDS Telecom are billed for all services they receive from TDS, consisting primarily of information processing and general management services. Such billings are based on expenses specifically identified to U.S. Cellular and TDS Telecom and on allocations of common expenses.

Management believes the method used to allocate common expenses is reasonable and that all expenses and costs applicable to U.S. Cellular and TDS Telecom are reflected in the accompanying business segment information on a basis that is representative of what they would have been if U.S. Cellular and TDS Telecom operated on a stand-alone basis.

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NOTE 17    BUSINESS SEGMENT INFORMATION (Continued)

Financial data for TDS' business segments for 2012, 2011 and 2010 is as follows. TDS Telecom's incumbent local exchange carriers are designated as "ILEC" in the table, its competitive local exchange carriers is designated as "CLEC" and hosted and managed services operations are designated as "HMS." During the quarter ended March 31, 2012, TDS reevaluated and changed its reportable business segments. Periods presented for comparative purposes have been re-presented to conform to the revised presentation. See Note 1—Summary of Significant Accounting Policies and Recent Accounting Pronouncements for additional information.


Year Ended or at December 31, 2012

 
   
  TDS Telecom    
   
   
 
 
  U.S.
Cellular
  ILEC   CLEC   HMS   TDS
Telecom
Eliminations
  TDS
Telecom
Total
  Non-
Reportable
Segment(1)
  Other
Reconciling
Items(2)
  Total  
(Dollars in thousands)
   
   
   
   
   
   
   
   
   
 

Operating revenues

  $ 4,452,084   $ 578,412   $ 173,397   $ 113,010   $ (10,313 ) $ 854,506   $ 60,830   $ (22,143 ) $ 5,345,277  

Cost of services and products (excluding Depreciation, amortization and accretion reported below)

    1,882,752     192,514     89,949     75,781     (8,650 )   349,594     42,150     (1,926 )   2,272,570  

Selling, general and administrative expense

    1,764,933     170,493     66,886     34,193     (1,663 )   269,909     16,189     (17,130 )   2,033,901  
                                       

Adjusted OIBDA(3)

    804,399     215,405     16,562     3,036         235,003     2,491     (3,087 )   1,038,806  

Depreciation, amortization and accretion expense

    608,633     150,557     21,969     20,568         193,094     6,102     5,797     813,626  

Loss on impairment of assets

                            515         515  

(Gain) loss on asset disposals and exchanges, net

    18,088     535     485     108         1,128     (1 )   526     19,741  

(Gain) loss on sale of business and other exit costs, net

    21,022     39                 39             21,061  
                                       

Operating income (loss)

    156,656     64,274     (5,892 )   (17,640 )       40,742     (4,125 )   (9,410 )   183,863  

Equity in earnings of unconsolidated entities

    90,364     10                 10         2,493     92,867  

Interest and dividend income

    3,644     2,805     280     25         3,110     8     2,486     9,248  

Gain (loss) on investment

    (3,718 )                               (3,718 )

Interest expense (Capitalized interest)

    42,393     (2,458 )   (216 )   1,160         (1,514 )   3,938     41,928     86,745  

Other, net

    500     (353 )       (1 )       (354 )   575     (1 )   720  
                                       

Income before income taxes

    205,053     69,194     (5,396 )   (18,776 )       45,022     (7,480 )   (46,360 )   196,235  
                                       

Investments in unconsolidated entities

    144,531     3,809                 3,809         31,581     179,921  

Total assets

    6,587,450     1,407,892     111,806     267,798         1,787,496     62,931     186,023     8,623,900  

Capital expenditures

  $ 836,748   $ 137,115   $ 21,465   $ 15,344   $   $ 173,924   $ 1,789   $ (7,840 ) $ 1,004,621  

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Notes to Consolidated Financial Statements

NOTE 17    BUSINESS SEGMENT INFORMATION (Continued)


Year Ended or at December 31, 2011

 
   
  TDS Telecom    
   
   
 
 
  U.S.
Cellular
  ILEC   CLEC   HMS   TDS
Telecom
Eliminations
  TDS
Telecom
Total
  Non-
Reportable
Segment(1)
  Other
Reconciling
Items(2)
  Total  
(Dollars in thousands)
   
   
   
   
   
   
   
   
   
 

Operating revenues

  $ 4,343,346   $ 597,811   $ 180,332   $ 47,180   $ (9,935 ) $ 815,388   $ 45,133   $ (23,396 ) $ 5,180,471  

Cost of services and products (excluding Depreciation, amortization and accretion reported below)

    1,721,181     191,591     91,348     23,502     (8,238 )   298,203     32,952     (1,692 )   2,050,644  

Selling, general and administrative expense

    1,769,701     158,302     64,509     15,647     (1,697 )   236,761     8,609     (12,712 )   2,002,359  
                                       

Adjusted OIBDA(3)

    852,464     247,918     24,475     8,031         280,424     3,572     (8,992 )   1,127,468  

Depreciation, amortization and accretion expense

    573,557     145,687     21,976     12,867         180,530     3,021     8,668     765,776  

Loss on impairment of assets

                                     

(Gain) loss on asset disposals and exchanges, net

    (1,873 )   1,043     85     115         1,243     (197 )   17     (810 )
                                       

Operating income (loss)

    280,780     101,188     2,414     (4,951 )       98,651     748     (17,677 )   362,502  

Equity in earnings of unconsolidated entities

    83,566     8                 8         (1,036 )   82,538  

Interest and dividend income

    3,395     3,252     296             3,548     2     2,200     9,145  

Gain (loss) on investment

    11,373                             12,730     24,103  

Interest expense (Capitalized interest)

    65,614     (2,406 )   (296 )   78         (2,624 )   1,359     53,852     118,201  

Other, net

    (678 )   2,720     (1 )   (9 )       2,710     650     976     3,658  
                                       

Income before income taxes

    312,822     109,574     3,005     (5,038 )       107,541     41     (56,659 )   363,745  
                                       

Investments in unconsolidated entities

    138,096     3,808                 3,808         31,806     173,710  

Total assets

    6,327,976     1,376,131     118,231     209,109         1,703,471     68,870     100,688     8,201,005  

Capital expenditures

  $ 782,526   $ 141,802   $ 22,361   $ 26,999   $   $ 191,162   $ 3,206   $ 10,324   $ 987,218  

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Notes to Consolidated Financial Statements

NOTE 17    BUSINESS SEGMENT INFORMATION (Continued)


Year Ended or at December 31, 2010

 
   
  TDS Telecom    
   
   
 
 
  U.S.
Cellular
  ILEC   CLEC   HMS   TDS
Telecom
Eliminations
  TDS
Telecom
Total
  Non-
Reportable
Segment(1)
  Other
Reconciling
Items(2)
  Total  
(Dollars in thousands)
   
   
   
   
   
   
   
   
   
 

Operating revenues

  $ 4,177,681   $ 606,844   $ 187,984   $ 10,550   $ (9,536 ) $ 795,842   $ 40,167   $ (26,861 ) $ 4,986,829  

Cost of services and products (excluding Depreciation, amortization and accretion reported below)

    1,611,221     192,699     96,934     3,599     (8,848 )   284,384     31,019     (1,761 )   1,924,863  

Selling, general and administrative expense

    1,783,315     168,783     64,107     4,237     (688 )   236,439     6,307     (27,598 )   1,998,463  
                                       

Adjusted OIBDA(3)

    783,145     245,362     26,943     2,714         275,019     2,841     2,498     1,063,503  

Depreciation, amortization and accretion expense

    570,955     146,351     24,679     3,024         174,054     1,888     8,752     755,649  

Loss on impairment of assets

                                     

(Gain) loss on asset disposals and exchanges, net

    10,717     572     362     197         1,131     (76 )   (9 )   11,763  
                                       

Operating income (loss)

    201,473     98,439     1,902     (507 )       99,834     1,029     (6,245 )   296,091  

Equity in earnings of unconsolidated entities

    97,318     13                 13         743     98,074  

Interest and dividend income

    3,808     2,833     293     1         3,127         3,573     10,508  

Gain (loss) on investment

                                     

Interest expense (Capitalized interest)

    61,555     (711 )   (180 )   59         (832 )   430     55,657     116,810  

Other, net

    72     (2,474 )       (4 )       (2,478 )   616     (299 )   (2,089 )
                                       

Income before income taxes

    241,116     99,522     2,375     (569 )       101,328     1,215     (57,885 )   285,774  
                                       

Investments in unconsolidated entities

    160,847     13                 13         37,062     197,922  

Total assets

    5,875,549     1,443,548     123,762     34,537         1,601,847     22,709     196,012     7,696,117  

Capital expenditures

  $ 583,134   $ 123,645   $ 20,303   $ 13,357   $   $ 157,305   $ 1,029   $ 13,564   $ 755,032  

(1)
Represents Suttle-Straus and, as of September 23, 2011, Airadigm.

(2)
Consists of corporate operations and intercompany eliminations between U.S. Cellular, TDS Telecom, the Non-Reportable Segment and corporate operations.

(3)
Adjusted OIBDA is defined as operating income excluding the effects of: depreciation, amortization and accretion (OIBDA); the loss on impairment of assets (if any); the net gain or loss on asset disposals and exchanges (if any); and the net gain or loss on sale of business and other exit costs (if any). Adjusted OIBDA excludes the loss on impairment of assets (if any), the net gain or loss on asset disposals and exchanges (if any), and the net gain or loss on sale of business and other exit costs (if any) in order to show operating results on a more comparable basis from period to period. TDS does not intend to imply that any of such amounts that are excluded are non-recurring, infrequent or unusual; such gains or losses may occur in the future.

Adjusted OIBDA is a segment measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. This amount may also be commonly referred to by management as operating cash flow. TDS believes this measure provides useful information to investors regarding TDS' financial condition and results of operations because it highlights certain key cash and non-cash items and their impacts on cash flows from operating activities. This amount should not be confused with Cash flows from operating activities, which is a component of the Consolidated Statement of Cash Flows.

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Notes to Consolidated Financial Statements

NOTE 18    SUPPLEMENTAL CASH FLOW DISCLOSURES

Following are supplemental cash flow disclosures regarding interest paid and income taxes paid.

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Interest paid

  $ 88,208   $ 96,174   $ 114,996  

Income taxes paid (refunded)

    (62,042 )   (66,994 )   87,139  

Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards:


TDS:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Common Shares withheld(1)

    49,840          

Special Common Shares withheld(1)

    1,381     65,638     43,580  

Aggregate value of Common Shares withheld

  $ 1,102   $   $  

Aggregate value of Special Common Shares withheld

  $ 33   $ 1,537   $ 1,348  

Cash receipts upon exercise of stock options

    16     1,463     1,657  

Cash disbursements for payment of taxes(2)

    (1,135 )   (1,431 )   (1,348 )
               

Net cash receipts from exercise of stock options and vesting of other stock awards

  $ (1,119 ) $ 32   $ 309  
               



U.S. Cellular:

Year Ended December 31,
  2012   2011   2010  
(Dollars in thousands)
   
   
   
 

Common Shares withheld(1)

    92,846     120,250     310,388  

Aggregate value of Common Shares withheld

  $ 3,604   $ 5,952   $ 13,527  

Cash receipts upon exercise of stock options

    900     5,447     3,574  

Cash disbursements for payment of taxes(2)

    (3,105 )   (3,512 )   (3,065 )
               

Net cash receipts (disbursements) from exercise of stock options and vesting of other stock awards

  $ (2,205 ) $ 1,935   $ 509  
               

(1)
Such shares were withheld to cover the exercise price of stock options, if applicable, and required tax withholdings.

(2)
In certain situations, TDS and U.S. Cellular withhold shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the exercise price and/or the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting. TDS and U.S. Cellular then pay the amount of the required tax withholdings to the taxing authorities in cash.

NOTE 19    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following persons are partners of Sidley Austin LLP, the principal law firm of TDS and its subsidiaries: Walter C.D. Carlson, a trustee and beneficiary of a voting trust that controls TDS, the non-executive Chairman of the Board and member of the Board of Directors of TDS and a director of U.S. Cellular, a subsidiary of TDS; William S. DeCarlo, the General Counsel of TDS and an Assistant Secretary of TDS and certain subsidiaries of TDS; and Stephen P. Fitzell, the General Counsel of U.S. Cellular and TDS Telecommunications Corporation and an Assistant Secretary of certain subsidiaries of TDS. Walter C.D. Carlson does not provide legal services to TDS or its subsidiaries. TDS, U.S. Cellular and their subsidiaries incurred legal costs from Sidley Austin LLP of $13.6 million in 2012, $13.7 million in 2011 and $14.0 million in 2010.

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NOTE 19    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)

On September 29, 2010, TDS repurchased 272,323 Special Common Shares at the then current market price on the NYSE for a total price of $7.7 million, or an average of $28.24 per Special Common Share including broker fees, from an affiliate of Southeastern Asset Management, Inc. ("SEAM"). This transaction was not solicited by TDS and TDS did not enter into any agreements with SEAM. The September 29, 2010, transaction was effected by TDS' broker pursuant to TDS' existing institutional brokerage account agreement on the NYSE pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended ("Exchange Act"). The repurchase was made under TDS' share repurchase authorization that was in effect at the time of such repurchase. At the time of the share repurchase by TDS, SEAM was a related party as defined by the SEC because it was a beneficial owner of more than 5% of TDS Special Common Shares.

The Audit Committee of the Board of Directors is responsible for the review and evaluation of all related-party transactions as such term is defined by the rules of the New York Stock Exchange.

NOTE 20    SUBSEQUENT EVENTS

On February 25, 2013, TDS entered into an Asset Purchase Agreement with Baja Broadband, LLC ("Baja") to acquire substantially all of the assets of Baja for $267.5 million in cash, subject to a working capital adjustment. Baja is a cable company that passes approximately 212,000 households in markets in Colorado, New Mexico, Texas, and Utah and offers video, broadband and voice services. The transaction is subject to governmental regulatory approvals, compliance with the Hart-Scott-Rodino Act and other conditions. Subject to approvals, the transaction is expected to close in the third quarter of 2013.

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REPORTS OF MANAGEMENT

Management's Responsibility for Financial Statements

Management of Telephone and Data Systems, Inc. has the responsibility for preparing the accompanying consolidated financial statements and for their integrity and objectivity. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and, in management's opinion, were fairly presented. The financial statements included amounts that were based on management's best estimates and judgments. Management also prepared the other information in the annual report and is responsible for its accuracy and consistency with the financial statements.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and has expressed herein its unqualified opinion on these financial statements.

/s/ LeRoy T. Carlson, Jr.

LeRoy T. Carlson, Jr.
President and
Chief Executive Officer
(principal executive officer)
  /s/ Kenneth R. Meyers

Kenneth R. Meyers
Executive Vice President and
Chief Financial Officer
(principal financial officer)
  /s/ Douglas D. Shuma

Douglas D. Shuma
Senior Vice President and
Corporate Controller
(principal accounting officer)

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Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. TDS' internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP"). TDS' internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and, where required, the Board of Directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer's assets that could have a material effect on the interim or annual consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of TDS' management, including its Chief Executive Officer and Chief Financial Officer, TDS conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that TDS maintained effective internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control—Integrated Framework issued by the COSO.

The effectiveness of TDS' internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the firm's report included herein.

/s/ LeRoy T. Carlson, Jr.

LeRoy T. Carlson, Jr.
President and
Chief Executive Officer
(principal executive officer)
  /s/ Kenneth R. Meyers

Kenneth R. Meyers
Executive Vice President and
Chief Financial Officer
(principal financial officer)
  /s/ Douglas D. Shuma

Douglas D. Shuma
Senior Vice President and
Corporate Controller
(principal accounting officer)

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Telephone and Data Systems, Inc.:

In our opinion, based on our audits and the report of other auditors, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows present fairly, in all material respects, the financial position of Telephone and Data Systems, Inc. and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, based on our audit, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We did not audit the financial statements of Los Angeles SMSA Limited Partnership; a 5.5% owned entity accounted for by the equity method of accounting. The consolidated financial statements of Telephone and Data Systems, Inc. reflect an investment in this partnership of $105,300,000 and $104,100,000 as of December 31, 2012 and 2011, respectively, and equity earnings of $67,200,000, $55,300,000 and $64,800,000 for each of the three years in the period ended December 31, 2012. The financial statements of Los Angeles SMSA Limited Partnership were audited by other auditors whose report thereon has been furnished to us, and our opinion on the financial statements expressed herein, insofar as it relates to the amounts included for Los Angeles SMSA Limited Partnership, is based solely on the report of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits and the report of other auditors provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 26, 2013

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SELECTED CONSOLIDATED FINANCIAL DATA

Year Ended or at December 31,
  2012   2011   2010   2009   2008  
(Dollars and shares in thousands, except per share amounts)
   
   
   
   
   
 

Statement of Operations data

                               

Operating revenues

  $ 5,345,277   $ 5,180,471   $ 4,986,829   $ 5,019,943   $ 5,091,388  

Loss on impairment of assets(1)

    515             14,000     414,376  

(Gain) loss on sale of business and other exit costs, net

    21,061                  

Operating income

    183,863     362,502     296,091     407,844     132,919  

Gain (loss) on investment

    (3,718 )   24,103             31,595  

Net income

    122,653     250,242     190,586     249,949     120,483  

Net income attributable to noncontrolling interests, net of tax

    40,792     49,676     45,737     58,602     29,817  

Net income attributable to TDS shareholders

    81,861     200,566     144,849     191,347     90,666  

Net income available to common

  $ 81,811   $ 200,516   $ 144,799   $ 191,296   $ 90,614  

Basic weighted average shares outstanding(2)

    108,671     108,562     110,016     114,354     120,992  

Basic earnings per share attributable to TDS shareholders(2)

  $ 0.75   $ 1.85   $ 1.32   $ 1.67   $ 0.75  

Diluted weighted average shares outstanding(2)

    108,937     109,098     110,488     114,572     121,348  

Diluted earnings per share attributable to TDS shareholders(2)

  $ 0.75   $ 1.83   $ 1.31   $ 1.67   $ 0.75  

Dividends per Common, Special Common and Series A Common Share(3)

  $ 0.49   $ 0.47   $ 0.45   $ 0.43   $ 0.41  

Balance Sheet data

                               

Cash and cash equivalents

  $ 740,481   $ 563,275   $ 341,683   $ 674,469   $ 772,678  

Property, plant and equipment, net

    3,997,266     3,784,535     3,517,784     3,467,367     3,535,653  

Total assets

    8,623,900     8,201,005     7,696,117     7,575,312     7,628,100  

Long-term debt, excluding current portion

    1,721,571     1,529,857     1,499,862     1,492,908     1,621,422  

Total TDS shareholders' equity

    4,011,536     3,962,161     3,817,895     3,767,278     3,763,435  

Capital expenditures

  $ 1,004,621   $ 987,218   $ 755,032   $ 671,165   $ 734,923  

(1)
Includes Loss on Impairment of intangible assets related to licenses in 2009 and 2008.

(2)
On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS. Shares outstanding at December 31, 2012, as well as average basic and diluted shares outstanding used to calculate earnings per share as of the beginning of 2011 and all prior periods presented, have been retroactively restated to reflect the impact of the increased shares outstanding as a result of the Share Consolidation Amendment. See Note15—Common Shareholders' Equity for additional information.

(3)
Dividends per share reflects the amount paid per share outstanding at the date the dividend was declared and has not been retroactively adjusted to reflect the impact of the Share Consolidation Amendment approved by TDS shareholders on January 13, 2012.

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CONSOLIDATED QUARTERLY INFORMATION (UNAUDITED)

 
  Quarter Ended  
 
  March 31   June 30   September 30   December 31  
(Amounts in thousands, except per share amounts)
   
   
   
   
 

2012

                         

Operating revenues

  $ 1,305,791   $ 1,323,169   $ 1,370,108   $ 1,346,209  

(Gain) loss on sale of business and other exit costs, net(2)

    (4,174 )       65     25,170  

Loss on impairment of intangible assets

        515          

Operating income (loss)(1)(2)

    93,642     91,076     55,506     (56,361 )

Gain (loss) on investments(2)

        (3,728 )       10  

Net income (loss)(1)(2)(3)

    67,566     55,939     40,158     (41,010 )

Net income (loss) attributable to TDS shareholders

  $ 52,254   $ 42,337   $ 29,117   $ (41,847 )

Basic weighted average shares outstanding(4)

    108,653     108,732     108,819     108,481  
                   

Basic earnings per share attributable to TDS shareholders(4)

  $ 0.48   $ 0.39   $ 0.27   $ (0.39 )

Diluted weighted average shares outstanding(4)

    109,098     109,022     109,246     108,481  
                   

Diluted earnings per share attributable to TDS shareholders(5)

  $ 0.48   $ 0.39   $ 0.27   $ (0.39 )

Stock price

                         

TDS Common Shares(5)

                         

High

  $ 29.14   $ 24.77   $ 26.25   $ 26.99  

Low

    22.79     19.20     21.30     21.67  

Close

    23.15     21.29     25.61     22.14  

Dividends paid(6)

  $ 0.1225   $ 0.1225   $ 0.1225   $ 0.1225  

 

 
  Quarter Ended  
 
  March 31   June 30   September 30   December 31  
(Amounts in thousands, except per share amounts)
   
   
   
   
 

2011

                         

Operating revenues

  $ 1,258,681   $ 1,279,640   $ 1,325,423   $ 1,316,727  

Operating income(1)(7)

    88,873     127,355     126,924     19,350  

Gain (loss) on investments

        13,373     12,730     (2,000 )

Net income(7)

    54,297     109,740     88,218     (2,013 )

Net income attributable to TDS shareholders

  $ 43,504   $ 91,954   $ 71,294   $ (6,186 )

Basic weighted average shares outstanding(4)

    108,936     108,423     108,404     108,492  
                   

Basic earnings per share from continuing operations

  $ 0.40   $ 0.85   $ 0.66   $ (0.06 )

Diluted weighted average shares outstanding(4)

    109,715     109,133     108,732     108,492  
                   

Diluted earnings per share attributable to TDS shareholders(5)

  $ 0.39   $ 0.84   $ 0.65   $ (0.06 )

Stock price

                         

TDS Common Shares(5)

                         

High

  $ 37.42   $ 35.84   $ 32.00   $ 27.33  

Low

    31.05     29.79     20.30     19.33  

Close

    33.70     31.08     21.25     25.89  

TDS Special Common Shares(5)

                         

High

    32.10     30.63     27.61     27.38  

Low

    26.61     25.70     19.72     18.24  

Close

    29.52     26.93     19.77     23.81  

Dividends paid(6)

  $ 0.1175   $ 0.1175   $ 0.1175   $ 0.1175  

(1)
Management believes there exists a seasonality in operating expenses, which tend to be higher in the fourth quarter than in the other quarters due to increased marketing activities, which may cause operating income to vary from quarter to quarter.

(2)
See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information related to the Divestiture Transaction.

(3)
During the quarter ended December 31, 2012, TDS revised its method of amortizing capitalized debt issuance costs and original issue debt discounts from straight-line to the effective interest method. This change decreased interest expense for the quarter, and resulted in corresponding increase to Net income (loss) attributable to TDS shareholders for the quarter of $2.6 million.

(4)
On January 13, 2012, TDS shareholders approved a Share Consolidation Amendment to the Restated Certificate of Incorporation of TDS. Shares outstanding at December 31, 2012, as well as average basic and diluted shares outstanding used to calculate earnings per share as of the beginning of all periods presented, have been retroactively restated to reflect the impact of the increased shares outstanding as a result of the Share Consolidation Amendment. See Note 15—Common Shareholders' Equity for additional information.

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CONSOLIDATED QUARTERLY INFORMATION (UNAUDITED)

(5)
The high, low and closing sales prices as reported by the New York Stock Exchange ("NYSE").

(6)
Dividends paid reflects the amount paid per share outstanding at the date the dividend was declared and has not been retroactively adjusted to reflect the impact of the Share Consolidation Amendment approved by TDS shareholders on January 13, 2012.

(7)
During the quarter ended December 31, 2011, TDS recorded an immaterial adjustment to correct its liabilities and prepaid expense related to property taxes for errors occurring primarily prior to 2009. This adjustment reduced Selling, general and administrative expenses by $5.4 million in the quarter. TDS also recorded an immaterial adjustment to correct its deferred tax balances related to a difference in the tax basis in certain partnerships for errors occurring prior to 2009. This adjustment increased Income tax expense by $6.0 million in the quarter. TDS also recorded other immaterial adjustments to correct errors in prior periods which, together with the foregoing adjustments, reduced Net income (loss) attributable to TDS shareholders by a net of $5.4 million. The correction of such errors in the fourth quarter of 2011 did not have a material effect on any prior periods, the full year ended December 31, 2011, or the trend in earnings.

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SHAREHOLDER INFORMATION

Stock and dividend information

TDS' Common Shares are listed on the New York Stock Exchange ("NYSE") under the symbol "TDS." As of January 31, 2013, the last trading day of the month, TDS Common Shares were held by approximately 1,600 record owners, and the Series A Common Shares were held by approximately 100 record owners.

TDS has paid cash dividends on its common stock since 1974, and paid dividends of $0.49 per Common and Series A Common Share during 2012. During 2011, TDS paid dividends of $0.47 per Common, Special Common and Series A Common Share.

The Common Shares of United States Cellular Corporation, an 84%-owned subsidiary of TDS, are listed on the NYSE under the symbol "USM."

See "Consolidated Quarterly Information (Unaudited)" for information on the high and low trading prices of the TDS Common Shares and TDS Special Common Shares for 2012 and 2011.


Stock performance graph

The following chart provides a comparison of TDS' cumulative total return to shareholders (stock price appreciation plus dividends) during the previous five years to the returns of the Standard & Poor's 500 Composite Stock Price Index and the Dow Jones U.S. Telecommunications Index. As of December 31, 2012, the Dow Jones U.S. Telecommunications Index was composed of the following companies: AT&T Inc., CenturyLink Inc., Cincinnati Bell Inc., Crown Castle International Corp., Frontier Communications Corp., Leucadia National Corp., Level 3 Communications Inc., MetroPCS Communications Inc., NII Holdings Inc., SBA Communications Corp., Sprint Nextel Corp., Telephone and Data Systems, Inc. (TDS), TW Telecom, Inc., Verizon Communications Inc., and Windstream Corp.


COMPARISON OF CUMULATIVE TOTAL RETURN*

GRAPHIC

*
Cumulative total return assumes reinvestment of dividends.

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SHAREHOLDER INFORMATION

 
  2007   2008   2009   2010   2011   2012  

Telephone and Data Systems Common Shares (NYSE: TDS)

  $ 100   $ 51.28   $ 55.58   $ 60.70   $ 43.75   $ 41.52  

S&P 500 Index

    100     63.00     79.67     91.68     93.61     108.59  

Dow Jones U.S. Telecommunications Index

    100     67.07     73.68     86.75     90.19     107.14  

Assumes $100.00 invested at the close of trading on the last trading day preceding the first day of 2007, in TDS Common Shares, S&P 500 Index and the Dow Jones U.S. Telecommunications Index.


Dividend reinvestment plan

TDS' dividend reinvestment plans provide its common and preferred shareholders with a convenient and economical way to participate in the future growth of TDS. Holders of record of ten (10) or more Common Shares or Preferred Shares may purchase Common Shares with their reinvested dividends at a five percent discount from market price. Common Shares may also be purchased, at market price, on a monthly basis through optional cash payments by participants in this plan. The initial ten (10) shares cannot be purchased directly from TDS. An authorization card and prospectus will be mailed automatically by the transfer agent to all registered record holders with ten (10) or more shares. Once enrolled in the plan, there are no brokerage commissions or service charges for purchases made under the plan.

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SHAREHOLDER INFORMATION


Investor relations

TDS' annual report, SEC filings and news releases are available to investors, securities analysts and other members of the investment community. These reports are provided, without charge, upon request to our Corporate Office. Investors may also access these and other reports through the Investor Relations portion of the TDS website ( www.teldta.com ).

Questions regarding lost, stolen or destroyed certificates, consolidation of accounts, transferring of shares and name or address changes should be directed to:

Julie Mathews, Manager—Investor Relations
Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, IL 60602
312.592.5341
312.630.9299 (fax)
julie.mathews@teldta.com

General inquiries by investors, securities analysts and other members of the investment community should be directed to:

Jane W. McCahon, Vice President—Corporate Relations and Corporate Secretary
Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, IL 60602
312.592.5379
312.630.9299 (fax)
jane.mccahon@teldta.com

Directors and executive officers
See "Election of Directors" and "Executive Officers" sections of the Proxy Statement issued in 2013 for the 2013 Annual Meeting.

Principal counsel
Sidley Austin LLP, Chicago, Illinois

Transfer agent
Computershare Trust Company, N.A.
250 Royall St.
Canton, MA 02021
877.337.1575

Independent registered public accounting firm
PricewaterhouseCoopers LLP

Visit TDS' web site at www.teldta.com

117




Exhibit 21

 

TELEPHONE AND DATA SYSTEMS, INC.

SUBSIDIARY COMPANIES

December 31, 2012

 

 

 

STATE OF

SUBSIDIARY COMPANIES

 

ORGANIZATION

 

 

 

U.S. CELLULAR

 

 

 

UNITED STATES CELLULAR CORPORATION

 

DELAWARE

 

BANGOR CELLULAR TELEPHONE, L.P.

 

DELAWARE

 

BARAT WIRELESS, INC.

 

DELAWARE

 

BARAT WIRELESS, L.P.

 

DELAWARE

 

CALIFORNIA RURAL SERVICE AREA #1, INC.

 

CALIFORNIA

 

CARROLL PCS, INC.

 

DELAWARE

 

CARROLL WIRELESS, L.P.

 

DELAWARE

 

CEDAR RAPIDS CELLULAR TELEPHONE, L.P.

 

DELAWARE

 

CELLVEST, INC.

 

DELAWARE

 

CENTRAL CELLULAR TELEPHONES, LTD.

 

ILLINOIS

 

CHAMPLAIN CELLULAR, INC.

 

NEW YORK

 

COMMUNITY CELLULAR TELEPHONE COMPANY

 

TEXAS

 

CROWN POINT CELLULAR, INC.

 

NEW YORK

 

DUBUQUE CELLULAR TELEPHONE, L.P.

 

DELAWARE

 

EASTERN NORTH CAROLINA CELLULAR JOINT VENTURE

 

DELAWARE

 

HARDY CELLULAR TELEPHONE COMPANY

 

DELAWARE

 

HUMPHREYS COUNTY CELLULAR, INC.

 

DELAWARE

 

INDIANA RSA # 5, INC.

 

INDIANA

 

INDIANA RSA NO. 4 LIMITED PARTNERSHIP

 

INDIANA

 

INDIANA RSA NO. 5 LIMITED PARTNERSHIP

 

INDIANA

 

IOWA RSA # 3, INC.

 

DELAWARE

 

IOWA RSA # 9, INC.

 

DELAWARE

 

IOWA RSA # 12, INC.

 

DELAWARE

 

JACKSONVILLE CELLULAR PARTNERSHIP

 

NORTH CAROLINA

 

JACKSONVILLE CELLULAR TELEPHONE COMPANY

 

NORTH CAROLINA

 

KANSAS #15 LIMITED PARTNERSHIP

 

DELAWARE

 

KENOSHA CELLULAR TELEPHONE, L.P.

 

DELAWARE

 

MADISON CELLULAR TELEPHONE COMPANY

 

WISCONSIN

 

MAINE RSA # 1, INC.

 

MAINE

 

MAINE RSA # 4, INC.

 

MAINE

 

MANCHESTER-NASHUA CELLULAR TELEPHONE, L.P.

 

DELAWARE

 

MCDANIEL CELLULAR TELEPHONE COMPANY

 

DELAWARE

 

MINNESOTA INVCO OF RSA # 7, INC.

 

DELAWARE

 

NEW YORK RSA 2 CELLULAR PARTNERSHIP

 

NEW YORK

 

NEWPORT CELLULAR, INC.

 

NEW YORK

 

NH #1 RURAL CELLULAR, INC.

 

NEW HAMPSHIRE

 

NORTH CAROLINA RSA 1 PARTNERSHIP

 

DELAWARE

 

OREGON RSA #2, INC.

 

OREGON

 

PCS WISCONSIN, LLC

 

WISCONSIN

 

RACINE CELLULAR TELEPHONE COMPANY

 

WISCONSIN

 

SOUTH CANAAN CELLULAR COMMUNICATIONS COMPANY, L.P.

 

DELAWARE

 

ST. LAWRENCE SEAWAY RSA CELLULAR PARTNERSHIP

 

NEW YORK

 

TENNESSEE NO. 3, LIMITED PARTNERSHIP

 

TENNESSEE

 

TEXAHOMA CELLULAR LIMITED PARTNERSHIP

 

TEXAS

 

TEXAS INVCO OF RSA # 6, INC.

 

DELAWARE

 

TOWNSHIP CELLULAR TELEPHONE, INC.

 

DELAWARE

 

UNITED STATES CELLULAR INVESTMENT CO. OF OKLAHOMA CITY, INC.

 

OKLAHOMA

 

UNITED STATES CELLULAR INVESTMENT COMPANY, LLC

 

DELAWARE

 

1



 

 

UNITED STATES CELLULAR INVESTMENT CORPORATION OF LOS ANGELES

 

INDIANA

 

UNITED STATES CELLULAR OPERATING COMPANY LLC

 

DELAWARE

 

UNITED STATES CELLULAR OPERATING COMPANY OF BANGOR

 

MAINE

 

UNITED STATES CELLULAR OPERATING COMPANY OF CEDAR RAPIDS

 

DELAWARE

 

UNITED STATES CELLULAR OPERATING COMPANY OF CHICAGO, LLC

 

DELAWARE

 

UNITED STATES CELLULAR OPERATING COMPANY OF DUBUQUE

 

IOWA

 

UNITED STATES CELLULAR OPERATING COMPANY OF KNOXVILLE

 

TENNESSEE

 

UNITED STATES CELLULAR OPERATING COMPANY OF MANCHESTER-NASHUA, INC.

 

NEW HAMPSHIRE

 

UNITED STATES CELLULAR OPERATING COMPANY OF MEDFORD

 

OREGON

 

UNITED STATES CELLULAR OPERATING COMPANY OF YAKIMA

 

WASHINGTON

 

UNITED STATES CELLULAR TELEPHONE COMPANY (GREATER KNOXVILLE), L.P.

 

TENNESSEE

 

USCC AUCTION 92, LLC

 

DELAWARE

 

USCC DISTRIBUTION CO., LLC

 

DELAWARE

 

USCC FINANCIAL L.L.C.

 

ILLINOIS

 

USCC PAYROLL CORPORATION

 

DELAWARE

 

USCC PURCHASE, LLC

 

DELAWARE

 

USCC REAL ESTATE CORPORATION

 

DELAWARE

 

USCC WIRELESS INVESTMENT, INC.

 

DELAWARE

 

USCCI CORPORATION

 

DELAWARE

 

USCIC OF FRESNO

 

CALIFORNIA

 

USCIC OF NORTH CAROLINA RSA # 1, INC.

 

DELAWARE

 

USCIC OF PENNSYLVANIA 5, INC.

 

DELAWARE

 

USCOC NEBRASKA/KANSAS, INC.

 

DELAWARE

 

USCOC NEBRASKA/KANSAS, LLC

 

DELAWARE

 

USCOC OF CENTRAL ILLINOIS, LLC

 

ILLINOIS

 

USCOC OF CHICAGO REAL ESTATE HOLDINGS, LLC

 

DELAWARE

 

USCOC OF CUMBERLAND, LLC

 

DELAWARE

 

USCOC OF GREATER IOWA, LLC

 

DELAWARE

 

USCOC OF GREATER MISSOURI, LLC

 

DELAWARE

 

USCOC OF GREATER NORTH CAROLINA, LLC

 

DELAWARE

 

USCOC OF GREATER OKLAHOMA, LLC

 

OKLAHOMA

 

USCOC OF JACK/WIL, INC.

 

DELAWARE

 

USCOC OF JACKSONVILLE, LLC

 

DELAWARE

 

USCOC OF LACROSSE, LLC

 

WISCONSIN

 

USCOC OF OREGON RSA # 5, INC.

 

DELAWARE

 

USCOC OF PENNSYLVANIA RSA NO. 10-B2, INC.

 

DELAWARE

 

USCOC OF RICHLAND, INC.

 

WASHINGTON

 

USCOC OF ROCHESTER, INC.

 

DELAWARE

 

USCOC OF SOUTH CAROLINA RSA # 4, INC.

 

SOUTH CAROLINA

 

USCOC OF TEXAHOMA, INC.

 

TEXAS

 

USCOC OF VIRGINIA RSA # 3, INC.

 

VIRGINIA

 

USCOC OF WASHINGTON-4, INC.

 

DELAWARE

 

USCOC OF WILMINGTON, LLC

 

DELAWARE

 

VERMONT RSA NO. 2-B2, INC.

 

DELAWARE

 

WASHINGTON RSA # 5, INC.

 

WASHINGTON

 

WESTELCOM CELLULAR, INC.

 

NEW YORK

 

WESTERN SUB-RSA LIMITED PARTNERSHIP

 

DELAWARE

 

WILMINGTON CELLULAR PARTNERSHIP

 

NORTH CAROLINA

 

WILMINGTON CELLULAR TELEPHONE COMPANY

 

NORTH CAROLINA

 

YAKIMA MSA LIMITED PARTNERSHIP

 

DELAWARE

 

 

 

 

TDS TELECOMMUNICATIONS

 

 

 

TDS TELECOMMUNICATIONS CORPORATION

 

DELAWARE

 

 

 

 

 

INCUMBENT LOCAL EXCHANGE COMPANIES

 

 

 

AMELIA TELEPHONE CORPORATION

 

VIRGINIA

 

ARCADIA TELEPHONE COMPANY

 

OHIO

 

2



 

 

ARIZONA TELEPHONE COMPANY

 

ARIZONA

 

ARVIG TELEPHONE COMPANY

 

MINNESOTA

 

ASOTIN TELEPHONE COMPANY

 

WASHINGTON

 

BADGER TELECOM, LLC

 

DELAWARE

 

BARNARDSVILLE TELEPHONE COMPANY

 

NORTH CAROLINA

 

BLACK EARTH TELEPHONE COMPANY, LLC

 

DELAWARE

 

BLUE RIDGE TELEPHONE COMPANY

 

GEORGIA

 

BONDUEL TELEPHONE COMPANY, LLC

 

DELAWARE

 

BRIDGE WATER TELEPHONE COMPANY

 

MINNESOTA

 

BURLINGTON, BRIGHTON & WHEATLAND TELEPHONE COMPANY, LLC

 

DELAWARE

 

BUTLER TELEPHONE COMPANY, INC.

 

ALABAMA

 

CALHOUN CITY TELEPHONE COMPANY, INC.

 

MISSISSIPPI

 

CAMDEN TELEPHONE AND TELEGRAPH COMPANY, INC.

 

GEORGIA

 

CAMDEN TELEPHONE COMPANY, INC.

 

INDIANA

 

CENTRAL STATE TELEPHONE COMPANY, LLC

 

DELAWARE

 

CHATHAM TELEPHONE COMPANY

 

MICHIGAN

 

CLEVELAND COUNTY TELEPHONE COMPANY, INC.

 

ARKANSAS

 

COBBOSSEECONTEE TELEPHONE COMPANY

 

MAINE

 

COMMUNICATION CORPORATION OF MICHIGAN

 

MICHIGAN

 

COMMUNICATIONS CORPORATION OF INDIANA

 

INDIANA

 

COMMUNICATIONS CORPORATION OF SOUTHERN INDIANA

 

INDIANA

 

CONCORD TELEPHONE EXCHANGE, INC.

 

TENNESSEE

 

CONTINENTAL TELEPHONE COMPANY

 

OHIO

 

DECATUR TELEPHONE COMPANY, INC.

 

ARKANSAS

 

DELTA COUNTY TELE-COMM, INC.

 

COLORADO

 

DEPOSIT TELEPHONE COMPANY, INC.

 

NEW YORK

 

DICKEYVILLE TELEPHONE, LLC

 

DELAWARE

 

EASTCOAST TELECOM OF WISCONSIN, LLC

 

DELAWARE

 

EDWARDS TELEPHONE COMPANY, INC.

 

NEW YORK

 

GRANTLAND TELECOM, LLC

 

DELAWARE

 

HAMPDEN TELEPHONE COMPANY

 

MAINE

 

HAPPY VALLEY TELEPHONE COMPANY

 

CALIFORNIA

 

HARTLAND & ST. ALBANS TELEPHONE COMPANY

 

MAINE

 

HOLLIS TELEPHONE COMPANY, INC.

 

NEW HAMPSHIRE

 

HOME TELEPHONE COMPANY

 

OREGON

 

HOME TELEPHONE COMPANY, INC.

 

INDIANA

 

HORNITOS TELEPHONE CO.

 

CALIFORNIA

 

HUMPHREYS COUNTY TELEPHONE COMPANY

 

TENNESSEE

 

ISLAND TELEPHONE COMPANY

 

MICHIGAN

 

KEARSARGE TELEPHONE COMPANY

 

NEW HAMPSHIRE

 

LESLIE COUNTY TELEPHONE COMPANY

 

KENTUCKY

 

LEWIS RIVER TELEPHONE COMPANY, INC.

 

WASHINGTON

 

LEWISPORT TELEPHONE COMPANY

 

KENTUCKY

 

LITTLE MIAMI COMMUNICATIONS CORPORATION

 

OHIO

 

LUDLOW TELEPHONE COMPANY

 

VERMONT

 

MAHANOY & MAHANTANGO TELEPHONE COMPANY

 

PENNSYLVANIA

 

MCCLELLANVILLE TELEPHONE COMPANY, INC.

 

SOUTH CAROLINA

 

MCDANIEL TELEPHONE COMPANY

 

WASHINGTON

 

MERRIMACK COUNTY TELEPHONE COMPANY

 

NEW HAMPSHIRE

 

MID-AMERICA TELEPHONE, INC.

 

OKLAHOMA

 

MID-PLAINS TELEPHONE, LLC

 

DELAWARE

 

MID-STATE TELEPHONE COMPANY

 

MINNESOTA

 

MIDWAY TELEPHONE COMPANY, LLC

 

DELAWARE

 

MOSINEE TELEPHONE COMPANY, LLC

 

DELAWARE

 

MT. VERNON TELEPHONE COMPANY, LLC

 

DELAWARE

 

MYRTLE TELEPHONE COMPANY, INC.

 

MISSISSIPPI

 

NELSON-BALL GROUND TELEPHONE COMPANY

 

GEORGIA

 

3



 

 

NEW CASTLE TELEPHONE COMPANY

 

VIRGINIA

 

NEW LONDON TELEPHONE COMPANY

 

MISSOURI

 

NORTHFIELD TELEPHONE COMPANY

 

VERMONT

 

NORWAY TELEPHONE COMPANY, INC.

 

SOUTH CAROLINA

 

OAKMAN TELEPHONE COMPANY, INC.

 

ALABAMA

 

OAKWOOD TELEPHONE COMPANY

 

OHIO

 

OKLAHOMA COMMUNICATION SYSTEMS, INC.

 

OKLAHOMA

 

ORCHARD FARM TELEPHONE COMPANY

 

MISSOURI

 

ORISKANY FALLS TELEPHONE CORPORATION

 

NEW YORK

 

PEOPLES TELEPHONE COMPANY, INC.

 

ALABAMA

 

PERKINSVILLE TELEPHONE COMPANY, INC.

 

VERMONT

 

PORT BYRON TELEPHONE COMPANY

 

NEW YORK

 

POTLATCH TELEPHONE COMPANY

 

IDAHO

 

QUINCY TELEPHONE COMPANY

 

FLORIDA

 

RIVERSIDE TELECOM, LLC

 

DELAWARE

 

S & W TELEPHONE COMPANY, INC.

 

INDIANA

 

SALEM TELEPHONE COMPANY

 

KENTUCKY

 

SALUDA MOUNTAIN TELEPHONE COMPANY

 

NORTH CAROLINA

 

SCANDINAVIA TELEPHONE COMPANY, LLC

 

DELAWARE

 

SERVICE TELEPHONE COMPANY

 

NORTH CAROLINA

 

SHIAWASSEE TELEPHONE COMPANY

 

MICHIGAN

 

SOMERSET TELEPHONE COMPANY

 

MAINE

 

SOUTHEAST MISSISSIPPI TELEPHONE COMPANY, INC.

 

MISSISSIPPI

 

SOUTHEAST TELEPHONE CO. OF WISCONSIN, LLC

 

DELAWARE

 

SOUTHWESTERN TELEPHONE COMPANY

 

ARIZONA

 

ST. STEPHEN TELEPHONE COMPANY

 

SOUTH CAROLINA

 

STOCKBRIDGE & SHERWOOD TELEPHONE COMPANY, LLC.

 

DELAWARE

 

STRASBURG TELEPHONE COMPANY

 

COLORADO

 

SUGAR VALLEY TELEPHONE COMPANY

 

PENNSYLVANIA

 

TELLICO TELEPHONE COMPANY, INC.

 

TENNESSEE

 

TENNESSEE TELEPHONE COMPANY

 

TENNESSEE

 

TENNEY TELEPHONE COMPANY, LLC

 

DELAWARE

 

THE FARMERS TELEPHONE COMPANY, LLC

 

DELAWARE

 

THE HOME TELEPHONE COMPANY OF PITTSBORO, INC.

 

INDIANA

 

THE ISLAND TELEPHONE COMPANY

 

MAINE

 

THE MERCHANTS AND FARMERS TELEPHONE COMPANY

 

INDIANA

 

THE STATE LONG DISTANCE TELEPHONE COMPANY, LLC

 

DELAWARE

 

THE STOUTLAND TELEPHONE COMPANY

 

MISSOURI

 

THE VANLUE TELEPHONE COMPANY

 

OHIO

 

THE WEST PENOBSCOT TELEPHONE & TELEGRAPH COMPANY

 

MAINE

 

TIPTON TELEPHONE COMPANY, INC.

 

INDIANA

 

TOWNSHIP TELEPHONE COMPANY, INC.

 

NEW YORK

 

TRI-COUNTY TELEPHONE COMPANY, INC.

 

INDIANA

 

UNION TELEPHONE COMPANY

 

NEW HAMPSHIRE

 

UTELCO, LLC

 

DELAWARE

 

VERNON TELEPHONE COMPANY, INC.

 

NEW YORK

 

VIRGINIA TELEPHONE COMPANY

 

VIRGINIA

 

WARREN TELEPHONE COMPANY

 

MAINE

 

WAUNAKEE TELEPHONE COMPANY, LLC

 

DELAWARE

 

WEST POINT TELEPHONE COMPANY, INCORPORATED

 

INDIANA

 

WILLISTON TELEPHONE COMPANY

 

SOUTH CAROLINA

 

WILTON TELEPHONE COMPANY, INC.

 

NEW HAMPSHIRE

 

WINSTED TELEPHONE COMPANY

 

MINNESOTA

 

WINTERHAVEN TELEPHONE COMPANY

 

CALIFORNIA

 

WOLVERINE TELEPHONE COMPANY

 

MICHIGAN

 

WYANDOTTE TELEPHONE COMPANY

 

OKLAHOMA

 

4



 

 

OTHER COMPANIES

 

 

 

M.C.T. COMMUNICATIONS, INC.

 

NEW HAMPSHIRE

 

TDS COMMUNICATION SOLUTIONS, INC.

 

DELAWARE

 

TDS LONG DISTANCE CORPORATION

 

DELAWARE

 

TDS METROCOM, LLC

 

DELAWARE

 

TDS TELECOM SERVICE CORPORATION

 

IOWA

 

TRI-COUNTY COMMUNICATIONS CORPORATION

 

INDIANA

 

U.S. LINK, INC.

 

MINNESOTA

 

 

 

 

TDS GROUP

 

 

 

AFFILIATE FUND

 

DELAWARE

 

AIRADIGM COMMUNICATIONS, INC.

 

WISCONSIN

 

COMMVEST, INC.

 

DELAWARE

 

NATIONAL TELEPHONE & TELEGRAPH COMPANY

 

DELAWARE

 

NELSON-BALL GROUND CELLULAR TELEPHONE & SERVICES, INC.

 

GEORGIA

 

ONENECK IT SERVICES CORPORATION

 

DELAWARE

 

ONENECK UK LIMITED

 

UNITED KINGDOM

 

SUTTLE-STRAUS, INC.

 

WISCONSIN

 

TDS HOSTED & MANAGED SERVICES, LLC

 

DELAWARE

 

TEAM DES MOINES PARTNERS, LLC

 

DELAWARE

 

TEAM MADISON PARTNERS, LLC

 

IOWA

 

TEAM TECHNOLOGIES, LLC

 

DELAWARE

 

TDSI CORPORATION

 

DELAWARE

 

VISI INCORPORATED

 

DELAWARE

 

VITAL SUPPORT SYSTEMS, LLC

 

IOWA

 

 

 

 

OTHER ENTITIES CONSOLIDATED IN ACCORDANCE WITH GAAP

 

 

 

AQUINAS WIRELESS, L.P.

 

DELAWARE

 

KING STREET WIRELESS, L.P.

 

DELAWARE

 

KING STREET WIRELESS, INC.

 

DELAWARE

 

5




Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-176835, 333-155081, 333-155085 and 333-179705), Form S-4 (No. 33-64293) and Form S-8 (Nos. 333-58127, 333-105676, 333-179702, 333-179703, 333-179704 and 333-185143) of Telephone and Data Systems, Inc. of our report dated February 26, 2013, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

 

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 26, 2013

 

1




Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statements on Form S-3 (Nos. 333-176835, 333-155081, 333-155085 and 333-179705), in the Registration Statement on Form S-4 (No. 33-64293), and in the Registration Statements on Form S-8 (Nos. 333-58127, 333-105676, 333-179702, 333-179703, 333-179704 and 333-185143) of Telephone and Data Systems, Inc. of our report dated February 26, 2013, relating to the financial statements of Los Angeles SMSA Limited Partnership as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, appearing in the Annual Report on Form 10-K of Telephone and Data Systems, Inc. for the year ended December 31, 2012.

 

 

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 26, 2013

 

1




Exhibit 31.1

 

Certification of Chief Executive Officer

 

I, LeRoy T. Carlson, Jr., certify that:

 

1.               I have reviewed this annual report on Form 10-K of Telephone and Data Systems, Inc.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)              designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)               evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)              any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 26, 2013

 

 

 

 

/s/ LeRoy T. Carlson, Jr.

 

LeRoy T. Carlson, Jr.

 

President and Chief Executive Officer

 

1




Exhibit 31.2

 

Certification of Chief Financial Officer

 

I, Kenneth R. Meyers, certify that:

 

1.               I have reviewed this annual report on Form 10-K of Telephone and Data Systems, Inc.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)              designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)               evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)              disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)              any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: February 26, 2013

 

 

 

 

/s/ Kenneth R. Meyers

 

Kenneth R. Meyers

 

Executive Vice President and

 

Chief Financial Officer

 

1




Exhibit 32.1

 

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

 

I, LeRoy T. Carlson, Jr., the chief executive officer of Telephone and Data Systems, Inc., certify that (i) the annual report on Form 10-K for the year ended December 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Telephone and Data Systems, Inc.

 

 

 

/s/ LeRoy T. Carlson, Jr.

 

LeRoy T. Carlson, Jr.

 

February 26, 2013

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Telephone and Data Systems, Inc. and will be retained by Telephone and Data Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

1




Exhibit 32.2

 

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

 

I, Kenneth R. Meyers, the chief financial officer of Telephone and Data Systems, Inc., certify that (i) the annual report on Form 10-K for the year ended December 31, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Telephone and Data Systems, Inc.

 

 

 

/s/ Kenneth R. Meyers

 

Kenneth R. Meyers

 

February 26, 2013

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Telephone and Data Systems, Inc. and will be retained by Telephone and Data Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

1