-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ig7R12H2PjCXfwjgw83PoRw3irCexEfRJykEZ0wxf6Ul4c0WqnAgi4H28BC10gVJ jZNWOnXWuOzEb7c5vB9/vQ== 0001104659-06-017264.txt : 20060316 0001104659-06-017264.hdr.sgml : 20060316 20060316144259 ACCESSION NUMBER: 0001104659-06-017264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060316 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14157 FILM NUMBER: 06691386 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 8-K 1 a06-7039_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 16, 2006

 

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-14157

 

36-2669023

(State or other

 

(Commission

 

(IRS Employer

jurisdiction of

 

File Number)

 

Identification No.)

incorporation)

 

 

 

 

 

 

 

 

 

30 North LaSalle Street, Suite 4000, Chicago, Illinois

 

60602

(Address of principal executive offices)

 

(Zip Code)

 

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

 

Not Applicable

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

 

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

 

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

 

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

 

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

 

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

 

 



 

Item 2.02. Results of Operations and Financial Condition

 

The disclosures under Item 8.01 – Other Matters below are incorporated by reference herein.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The disclosures under Item 8.01 – Other Matters below are incorporated by reference herein.

 

Item 8.01. Other Matters.

 

As discussed below, on March 16, 2006, Telephone and Data Systems, Inc. (“TDS”), and its subsidiary, United States Cellular Corporation (“U.S. Cellular”), filed Forms 12b-25 with the Securities and Exchange Commission (“SEC”) relating to the late filing of their Forms 10-K for the year ended December 31, 2005. The information in TDS’s Form 12b-25 is incorporated by reference herein. TDS also issued a press release on March 16, 2006 which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

As previously disclosed, TDS and U.S. Cellular are restating their financial results for each of the three years in the period ended December 31, 2004, including quarterly information for 2004 and 2003 and certain selected financial data for 2001 and 2000  As a result, TDS and U.S. Cellular have delayed the filing of their Forms 10-Q for the quarter ended September 30, 2005.

 

It is necessary for TDS and U.S. Cellular to complete and file the restatements and their Forms 10-Q for the quarter ended September 30, 2005 before they can complete and file their Forms 10-K for the year ended December 31, 2005. Such Forms 10-K are due on March 16, 2006, but such deadline can be effectively extended to March 31, 2006 by filing Form 12b-25 with the SEC on or prior to March 17, 2006. Although Forms 12b-25 are being filed by TDS and U.S. Cellular on or prior to March 17, 2006, TDS and U.S. Cellular do not expect that the Forms 10-K for the year ended December 31, 2005 will be completed by the extended due date of March 31, 2006. Accordingly, TDS and U.S. Cellular expect that their Forms 10-K for the year ended December 31, 2005 will not be filed on a timely basis. TDS and U.S. Cellular expect to file the Forms 10-K as soon as possible following the extended due date of March 31, 2006.

 

It is necessary for TDS and U.S. Cellular to complete and file the restatements, their Forms 10-Q for the quarter ended September 30, 2005 and their Forms 10-K for the year ended December 31, 2005 before they can complete and file their Forms 10-Q for the quarter ending March 31, 2006. Such Forms 10-Q are due on May 10, 2006, but such deadline can be effectively extended to May 15, 2006 by filing Form 12b-25 with the SEC on or prior to May 11, 2006. However, although TDS and U.S. Cellular intend to file Forms 12b-25 with the SEC on or prior to May 11, 2006, TDS and U.S. Cellular do not expect that the Forms 10-Q for the quarter ending March 31, 2006 will be completed by the extended due date of May 15, 2006. Accordingly, TDS and U.S. Cellular expect that their Forms 10-Q for the quarter ending March 31, 2006 will not be filed on a timely basis. TDS and U.S. Cellular expect to file the Forms 10-Q as soon as possible following the extended due date of May 15, 2006.

 

The restatements and the late filing of the Form 10-Q for the quarter ended September 30, 2005 resulted in defaults under the revolving credit agreement between TDS and certain lenders, under a revolving credit agreement between U.S. Cellular and certain lenders and under certain forward contracts between subsidiaries of TDS and a counterparty. In addition, the late filing of the Forms 10-K for the year ended December 31, 2005 and the late filing of the

 

2



 

Forms 10-Q for the quarter ending March 31, 2006 will result in defaults under such revolving credit agreements and forward contracts. Neither TDS nor U.S. Cellular has failed to make or expects to fail to make any scheduled payment of principal or interest under such revolving credit agreements or forward contracts. TDS and U.S. Cellular have received waivers relating to the restatements and late filing of the Forms 10-Q for the quarter ended September 30, 2005 that are effective through March 31, 2006. TDS and U.S. Cellular are requesting additional waivers from the lenders and the counterparty under such agreements pursuant to which such defaults would be waived, provided that TDS and U.S. Cellular file their restatements and Forms 10-Q for the quarter ended September 30, 2005 by April 30, 2006, file their Forms 10-K for the year ended December 31, 2005 by May 31, 2006 and file their Forms 10-Q for the quarter ending March 31, 2006 by June 30, 2006. TDS and U.S. Cellular believe, but cannot provide assurances, that the lenders and the counterparty will agree to such additional waivers.

 

In addition, the late filings of the Forms 10-Q for the quarter ended September 30, 2005 and the Forms 10-K for the year ended December 31, 2005 result in non-compliance under certain debt indentures. However, this non-compliance will not result in events of default unless and until written notice thereof is delivered to TDS and/or U.S. Cellular by the trustee or sufficient holders of debt and, in any event, such events of default would be cured if TDS and U.S. Cellular file any Forms 10-Q or Forms 10-K that have not been timely filed within 90 days of any such notice. As a result, TDS and U.S. Cellular believe that they will be able to make all filings in sufficient time to avoid any event of default maturing into a default under any indenture. Neither TDS nor U.S. Cellular has failed to make or expects to fail to make any scheduled payment of principal or interest under such indentures.

 

As previously disclosed, TDS and U.S. Cellular received notices from the staff of the American Stock Exchange (“AMEX”) indicating that they were not in compliance with AMEX listing standards, due to their failure to file quarterly reports on Forms 10-Q for the quarter ended September 30, 2005 on a timely basis. The failure by TDS and U.S. Cellular to file their Forms 10-K for the year ended December 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 on a timely basis will also result in non-compliance with the AMEX listing standards and TDS and U.S. Cellular expect to receive separate notices of non-compliance with respect to such late filings. However, as previously disclosed, the AMEX granted TDS and U.S. Cellular an extension until June 30, 2006 to regain compliance with AMEX listing standards. TDS and U.S. Cellular will regain compliance with the AMEX listing standards when they have filed with the SEC Forms 10-Q for the quarter ended September 30, 2005, Forms 10-K for the year ended December 31, 2005 and Forms 10-Q for the quarter ending March 31, 2006.

 

 Also as previously disclosed, TDS and U.S. Cellular received notices from the staff of the New York Stock Exchange (“NYSE”) indicating that they were not in compliance with listing standards relating to their debt listed on the NYSE, due to their failure to file quarterly reports on Forms 10-Q for the quarter ended September 30, 2005 on a timely basis. The failure by TDS and U.S. Cellular to file Forms 10-K for the year ended December 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 on a timely basis will also result in non-compliance with the NYSE listing standards and TDS and U.S. Cellular expect to receive separate notices of non-compliance with respect to such late filings. TDS and U.S. Cellular will regain compliance with the NYSE listing standards when they have filed with the SEC Forms 10-Q for the quarter ended September 30, 2005, Forms 10-K for the year ended December 31, 2005 and Forms 10-Q for the quarter ending March 31, 2006.

 

Item 9.01. Financial Statements and Exhibits

 

(d)                                 Exhibits:

 

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

 

3



 

SIGNATURES

 

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

 

 

Telephone and Data Systems, Inc.

 

(Registrant)

 

 

 

Date: March 16, 2006

 

 

 

 

 

By:

/s/ D. Michael Jack

 

 

 

D. Michael Jack

 

 

Senior Vice President and Corporate Controller

 

 



 

EXHIBIT INDEX

 

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

 

Exhibit

 

 

No.

 

Description

 

 

 

99.1

 

Press Release dated March 16, 2006.

 

 

 

99.2

 

Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

 


EX-99.1 2 a06-7039_2ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

 

 

Corporate Office

 

 

30 North LaSalle Street

 

 

Suite 4000

 

 

Chicago, Illinois 60602-2507

News Release

 

 

 

 

Amex Symbol: TDS

 

Newspaper Listing: TelDta

Excellence in Communications Services

 

Telephone and Data Systems, Inc.

 

 

Contact:

Mark A. Steinkrauss, Vice President, Corporate Relations

 

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

 

 

 

Julie D. Mathews, Manager, Investor Relations

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

 

FOR RELEASE:  IMMEDIATE

 

TDS REVISES RESTATEMENT RANGES;

PROVIDES SELECTED FOURTH QUARTER 2005 OPERATING DATA

 

CHICAGO – March 16, 2006 – Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] today announced revised restatement adjustments.  The previous ranges were provided on Nov. 10, 2005 and discussed in a Feb. 27, 2006 press release.

 

On Nov. 10, 2005, TDS announced that it would restate financial results for several prior periods resulting in a delay in issuing its third quarter 2005 results.   Based on current findings, TDS is revising its previously disclosed ranges for the restatement.   At the present time, the adjustments are expected to result in increased (decreased) net income and earnings per share as follows.

 

 

 

Net Income
As Previously
Reported

 

As Previously
Reported
Range of
Expected
Adjustments
Increase/(Decrease)

 

Updates to
Previously Reported
Range of
Expected
Adjustments
Increase/(Decrease)

 

 

 

($ in millions)

 

Second quarter ended
June 30, 2005

 

$

99

 

$

(5) to (2

)

$

(6) to (1

)

First quarter ended
March 31, 2005

 

21

 

0 to 3

 

0 to 5

 

Third quarter ended
September 30, 2004

 

25

 

4 to 8

 

16 to 20

 

Years ended:
December 31, 2004

 

49

 

(4) to 0

 

13 to 19

 

December 31, 2003

 

47

 

(5) to 0

 

(15) to (9

)

December 31, 2002

 

(995

)

(2) to 2

 

30 to 36

 

December 31, 2001

 

(198

)

(3) to 1

 

15 to 21

 

December 31, 2000

 

$

2,237

 

$

(3) to 1

 

$

(57) to (51

)

 



 

 

 

Diluted
Earnings
Per Share
As Previously
Reported

 

As Previously
Reported
Range of
Expected
Adjustments
Increase/(Decrease)

 

Updates to
Previously Reported
Range of
Expected
Adjustments
Increase/(Decrease)

 

 

 

 

 

 

 

 

 

Second quarter ended
June 30, 2005

 

$

0.85

 

$

(0.04) to (0.02

)

$

(0.05) to (0.01

)

First quarter ended
March 31, 2005

 

0.18

 

0.00 to 0.03

 

0.00 to 0.04

 

Third quarter ended
September 30, 2004

 

0.22

 

0.03 to 0.07

 

0.14 to 0.18

 

Years ended:

 

 

 

 

 

 

 

December 31, 2004

 

0.42

 

(0.03) to 0.00

 

0.11 to 0.17

 

December 31, 2003

 

0.40

 

(0.04) to 0.00

 

(0.13) to (0.07

)

December 31, 2002

 

(8.49

)

(0.02) to 0.02

 

0.25 to 0.31

 

December 31, 2001

 

(1.69

)

(0.03) to 0.01

 

0.13 to 0.18

 

December 31, 2000

 

$

18.44

 

$

(0.02) to 0.01

 

$

(0.47) to (0.42

)

 

Changes from previously reported ranges relate primarily to corrections of state deferred income tax rates totaling approximately $(53) million in 2000, $19 million in 2001, $33 million in 2002, $(7) million in 2003 and $2 million in 2004.  Other changes from previously reported ranges also related to income tax accounts and included corrections to income tax expense, federal and state income taxes payable, liabilities accrued for tax contingencies and deferred income tax assets and liabilities.   There can be no assurance that final results will not differ materially from these current expected ranges.

 

As previously announced, TDS did not file its third quarter 2005 Form 10-Q on a timely basis because it is restating financial results for the first and second quarters of 2005, the years ended Dec. 31, 2002 – 2004, each of the quarters of 2003 and 2004, and certain related financial data for the years 2000 and 2001.  It is necessary to complete the restatements on amended Forms 10-Q and 10-K before TDS can file its Form 10-Q for the quarter ended Sept. 30, 2005.

 

Due to the lengthy restatement process, TDS does not expect to file its Form 10-K for the year ended Dec. 31, 2005 and Form 10-Q for the quarter ending March 31, 2006 on a timely basis.  TDS plans to file the restatements, Form 10-Q for the quarter ended Sept. 30, 2005, Form 10-K for the year ended Dec. 31, 2005 and Form 10-Q for the quarter ending March 31, 2006 sequentially when each is complete.  The last filings may not be made until late May or in June 2006.

 

Later today the company will be filing with the Securities and Exchange Commission (“SEC”) a Form 8-K and Form 12b-25, providing notification of the expected late filing of Form 10-K for the year ended Dec. 31, 2005.

 

On Nov. 15, 2005, TDS received a notice from the staff of the AMEX indicating that it was not in compliance with listing standards, due to its failure to file quarterly reports on Form 10-Q for the quarter ended Sept. 30, 2005 on a timely basis.  The failure by TDS to file Form 10-K for the year ended Dec. 31, 2005 and its Form 10-Q for the quarter ending March 31, 2006 on a timely basis will also result in non-compliance with the AMEX listing standards.  The company will regain compliance with the AMEX listing standards when it has filed with the SEC its Form 10-Q for the quarter ended Sept. 30, 2005, its Form 10-K for the year ended Dec. 31, 2005 and its Form 10-Q for the quarter ending March 31, 2006.  The AMEX granted TDS an extension until June 30, 2006 to regain compliance with AMEX listing standards.

 



 

The restatements and failure to file quarterly reports resulted in defaults under revolving credit agreements between TDS and certain lenders and under certain forward contracts between subsidiaries of the companies and a counterparty.  Waivers of such defaults have been extended through March 31, 2006.  TDS will request further extensions of waivers from the lenders and the counterparty under such agreements and such defaults would be waived provided that TDS files its restatements and Form 10-Q for the quarter ended Sept. 30, 2005 by April 30, 2006, Form 10-K for the year ended Dec. 31, 2005 by May 31, 2006 and Form 10-Q for the quarter ended March 31, 2006 by June 30, 2006.

 

Fourth Quarter and Twelve Months Ended 2005

 

Below is a summary of the preliminary operating data and unaudited results of certain key components of the statement of operations for the fourth quarter and twelve months of 2005, and for the fourth quarter and twelve months of 2004, reflecting anticipated restatements.  There can be no assurance that final results will not differ materially from these preliminary results.

 

 

 

Range of Amounts
Currently Anticipated to be Reported for
Three months
ended December 31

 

Range of Amounts
Currently Anticipated to be Reported for
Twelve months
ended December 31

 

($ in millions)

 

2004
(as Restated)

 

2005

 

2004
(as Restated)

 

2005

 

Operating Revenues

 

$

915 to 965

 

$

1,000 to 1,050

 

$

3,650 to 3,750

 

$

3,900 to 4,000

 

Operating Income

 

$

(60) to (20

)

$

90 to 130

 

$

200 to 250

 

$

375 to 430

 

 

The increases in operating revenues are related primarily to increases in the number of wireless customers and landline equivalent access lines served.  The increases in operating income are due in part to higher operating revenues and higher operating margin (for the full year 2005) as a result of lower operating expenses as a percent of revenues and higher gains on sales and exchanges of assets, including a gain of approximately $40 - $45 million on the exchange of properties with Alltel Corporation in the fourth quarter of 2005.  In addition, TDS Telecom recorded impairment losses on intangible and long-lived assets in the fourth quarter of 2004 totaling $117 million, which is included in operating income, while no such losses were recorded in 2005.  Until the accounting review is complete, TDS and U.S. Cellular are unable to finalize their financial statements for the year ended December 31, 2005.  There can be no assurance that final results will not differ materially from these preliminary results.

 

The following are selected summary operating data including certain fourth quarter 2005 data.

 



 

U.S. Cellular

Summary Operating Data

 

Quarter Ended

 

12/31/2005

 

9/30/2005

 

6/30/2005

 

3/31/2005

 

12/31/2004

 

Consolidated Markets:

 

 

 

 

 

 

 

 

 

 

 

All customers -

 

 

 

 

 

 

 

 

 

 

 

Customer units

 

5,482,000

 

5,303,000

 

5,227,000

 

5,127,000

 

4,945,000

 

Gross customer unit Activations

 

419,000

 

355,000

 

340,000

 

426,000

 

408,000

 

Net customer unit activations

 

125,000

 

76,000

 

94,000

 

182,000

 

150,000

 

Retail customers -

 

 

 

 

 

 

 

 

 

 

 

Customer units

 

4,927,000

 

4,765,000

 

4,688,000

 

4,601,000

 

4,478,000

 

Gross customer unit Activations

 

392,000

 

346,000

 

317,000

 

365,000

 

358,000

 

Net customer unit activations

 

130,000

 

77,000

 

81,000

 

123,000

 

105,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Cell sites in service

 

5,428

 

5,149

 

5,034

 

4,899

 

4,856

 

Minutes of use (MOU) (1)

 

648

 

639

 

627

 

584

 

568

 

Postpay churn rate per month (2)

 

1.6

%

1.5

%

1.4

%

1.5

%

1.6

%

 


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

(2)          Postpay churn rate per month is calculated by dividing the average monthly postpay customer disconnects during the quarter by the average postpay customer base for the quarter.

 

Telephone and Data Systems, Inc.

Summary Operating Data

 

Quarter Ended

 

12/31/2005

 

9/30/2005

 

6/30/2005

 

3/31/2005

 

12/31/2004

 

TDS Telecom

 

 

 

 

 

 

 

 

 

 

 

ILEC:

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents (1)

 

735,300

 

734,800

 

734,200

 

734,000

 

730,400

 

Access lines

 

635,500

 

640,700

 

645,800

 

649,300

 

652,300

 

Dial-up Internet service accounts

 

90,700

 

89,700

 

94,500

 

98,200

 

101,300

 

Digital Subscriber Lines (DSL) Customers

 

65,500

 

60,300

 

54,200

 

49,300

 

41,900

 

Long Distance customers

 

321,500

 

316,100

 

310,000

 

302,400

 

295,000

 

 

 

 

 

 

 

 

 

 

 

 

 

CLEC:

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents (1)

 

448,600

 

445,600

 

442,900

 

438,000

 

426,800

 

Dial-up Internet service accounts

 

14,200

 

14,700

 

16,000

 

17,100

 

18,200

 

Percent of access lines on-switch

 

91.1

%

90.6

%

89.8

%

88.8

%

87.9

%

Digital Subscriber Lines (DSL) Customers

 

36,400

 

34,800

 

33,500

 

31,600

 

29,000

 

 


(1)          Access line equivalents are derived by converting high capacity data lines to the estimated capacity of one switched access line.

 

About TDS

 

TDS, a FORTUNE® 500 company, is a diversified telecommunications corporation founded in 1969.  Through its strategic business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services.  TDS builds value for

 



 

its shareholders by providing excellent communications services in growing, closely related segments of the telecommunications industry.  As of Dec. 31, 2005, the company employed 11,600 people and served 6.7 million customers/units in 36 states.

 

About U.S. Cellular

 

As of Dec. 31, 2005, U.S. Cellular, the nation’s sixth-largest wireless service carrier, provided wireless service to 5.5 million customers in 25 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network.

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:  All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectations. These statements are based on current estimates, projections and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to:  The final results of the restatements and results of operations for the periods ended Sept. 30, 2005 and Dec. 31, 2005; possible future restatements; possible material weaknesses in internal controls; the ability of U.S. Cellular to successfully manage and grow the operations of the Chicago MTA and newly launched markets; changes in the overall economy; changes in competition in the markets in which U.S. Cellular and TDS Telecom operate; changes due to industry consolidation; advances in telecommunications technology, including Voice over Internet Protocol; changes to access and pricing of unbundled network elements; changes in the state and federal telecommunications regulatory environment; changes in the value of investments, including variable prepaid forward contracts; an adverse change in the ratings afforded TDS and U.S. Cellular debt securities by accredited ratings organizations; uncertainty of access to the capital markets; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per unit, churn rates, roaming rates and the mix of products and services offered in U.S. Cellular and TDS Telecom markets.   Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by TDS and U.S. Cellular to furnish this press release to the SEC, which are incorporated by reference herein.

 

For more information about TDS and its subsidiaries, visit the web sites at:

TDS: www.teldta.com

TDS Telecom: www.tdstelecom.com

USM: www.uscellular.com

TDS Metrocom: www.tdsmetro.com

 

###

 


EX-99.2 3 a06-7039_2ex99d2.htm EXHIBIT 99

Exhibit 99.2

 

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

 

The earnings release attached to this Form 8-K contain statements that are not based on historical fact, 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 the 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 the following:

 

      Increases in the level of competition in the markets in which TDS operates, or wireless for wireline substitution, could adversely affect TDS’s revenues or increase its costs to compete.

 

      Consolidation in the wireless industry may create stronger competitors both operationally and financially which could adversely affect TDS’s revenues and increase its costs to compete.

 

      Consolidation of long distance carriers could result in TDS having to pay more for long distance services which could increase TDS’s cost of doing business.

 

      Advances or changes in telecommunications technology, such as Voice Over Internet Protocol, could render certain technologies used by TDS obsolete, could reduce TDS’s revenues or could increase TDS’s cost of doing business.

 

      Changes in the telecommunications regulatory environment, or a failure to timely or fully comply with any regulatory requirements, such as wireless number portability, local number portability and E-911 service, could adversely affect TDS’s financial condition, results of operations or ability to do business.

 

      Changes in the telecommunications regulatory environment, including the effects of potential changes in the rules governing universal service and eligible telecommunications carrier funding and potential changes in the amounts or methods of intercarrier compensation, could have an adverse effect on TDS’s financial condition, results of operations or cash flows.

 

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

 

      Early redemptions of debt or repurchases of debt, issuance of debt, changes in forward contracts, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2004, as updated by this or its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 to be different from the amounts presented.

 

      Changes in accounting standards or TDS’s accounting policies, estimates and/or in the assumptions underlying the accounting estimates could have an adverse effect on TDS’s financial condition or results of operations.

 

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

 

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

 

      Changes in prices, the number of customers, average revenue per unit, penetration rates, churn rates, selling expenses, net customer retention costs, customers choosing local number portability, roaming rates, access minutes of use, the mix of products and services offered or other business factors could have an adverse effect on TDS’s business, financial condition or results of operations.

 

      Changes in roaming partners’ rates for voice and data services and the lack of standards and roaming agreements for wireless data products could place U.S. Cellular’s service offerings at a disadvantage to those offered by other wireless carriers with more nationwide service territories, and could have an adverse effect on TDS’s business, financial condition or results of operations

 



 

      Changes in access to content for data or video services and in access to new handsets being developed by vendors could have an adverse effect on TDS’s financial condition or results of operations.

 

      Changes in agreements with carriers, including video carriers, that TDS depends upon to provide packages or a wide range of services could have an adverse effect on TDS’s business, financial condition or results of operations.

 

      Changes in competitive factors with national and global wireless carriers could result in product and cost disadvantages and could have an adverse effect on TDS’s operations.

 

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

 

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

 

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

 

      War, conflicts, hostilities, terrorist attacks and/or natural disasters could have an adverse effect on TDS’s businesses.

 

      Changes in general economic and business conditions, both nationally and in the markets in which TDS operates, including difficulties by telecommunications companies, could have an adverse effect on TDS’s businesses.

 

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

 

      A material weakness in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or permit fraud, which could have an adverse effect on TDS’s business, results of operations and financial condition.

 

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

 

      Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and or any other financial or statistical information to vary from TDS’s forward estimates included in this report by a material amount.

 

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

 


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