EX-99.1 2 a06-23297_2ex99d1.htm EX-99

Exhibit 99.1

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 TO RESTATE PRIOR PERIODS FOR ACCOUNTING RELATED TO DERIVATIVE
TRANSACTIONS; PROVIDES PRELIMINARY THIRD QUARTER 2006 RESULTS

CHICAGO – Nov. 6, 2006 – Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] today reported certain preliminary third quarter 2006 financial and operating data.  At the same time, TDS announced that it will restate financial results for each of the years ended Dec. 31, 2002 – 2005, including quarterly information for 2004 and 2005, and the first and second quarters of 2006, primarily to correct the accounting for prepaid forward contracts under Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities.  As a result, previously issued financial statements for these periods should no longer be relied upon.  Additionally, the company updated its guidance for 2006.

Restatement of Financial Results

The restatement concerns certain variable prepaid forward contracts entered into in 2002 related to TDS’ ownership of American Depository Receipts (ADRs) of Vodafone Group Plc and shares of Deutsche Telekom AG.  In connection with its review of the accounting for the Vodafone Special Distribution in the third quarter of 2006 discussed below, TDS determined that it did not meet the requirements of SFAS 133 to continue hedge accounting for these forward contracts following the receipt of dividends from Vodafone in 2002 and the absence of dividends from Deutsche Telekom in 2003.  TDS did not adequately test for hedge effectiveness after ceiling prices were adjusted.  As a result, TDS will be required to recognize changes in the fair values of the forward contracts in the statement of operations in the periods in which they occurred, rather than record them in accumulated other comprehensive income, which is a component of stockholders’ equity.

The company entered into prepaid forward contracts in 2002 to reduce the risk levels of the marketable equity securities, establishing floor and ceiling prices for the securities to limit exposure while at the same time retaining the ability to capture a portion of the potential appreciation.  The change in accounting does not affect the economics of the forward contracts.  TDS intends to continue to maintain the forward contracts until they mature because, economically, these transactions are satisfying their intended results.  However, TDS will record changes in fair values of the forward contracts as a component of the statement of operations until the contracts mature.

The restatement and revised accounting treatment in future periods related to the forward contracts will result in significant volatility in reported net income and earnings per share.  However, the changes will not have a material effect on revenues, cash flows from operating activities or stockholders’ equity.  TDS will disclose information of the amounts when available.  Stockholders’ equity at Sept. 30, 2006 is expected to be approximately $3.6 billion, including the




cumulative effects of the restatement.  This amount would be nearly the same in the absence of the restatement.

The review of the accounting treatment for SFAS 133 will result in the company being unable to file its Quarterly Report on Form 10-Q (Form 10-Q) for the quarter ended Sept. 30, 2006 with the Securities and Exchange Commission (SEC) on a timely basis.  The restatement adjustments are not expected to have any material impact on revenues, cash or cash flows from operating activities.  The company anticipates filing the restated financial statements and its Form 10-Q for the quarter ended Sept. 30, 2006 in December.

TDS will be filing with the SEC a Form 8-K with additional information and will be filing a Form 12b-25 on or prior to Nov.10, 2006, providing notification of the expected late filing of Form 10-Q for the quarter ended Sept. 30, 2006.  As a result, TDS will not be in compliance with American Stock Exchange (AMEX) listing standards.  TDS is seeking an extension to regain compliance with AMEX listing standards

In addition, TDS has received waivers from its lenders under credit agreements and from counterparties under certain forward contracts, provided that it files its restated financial results and Form 10-Q for the quarter ended Sept. 30, 2006 by Jan. 12, 2007.

Statement of Financial Accounting Standards (SFAS) 133

SFAS 133 requires that all forward contracts be carried on the balance sheet at fair value, and that periodic changes in their fair value be recorded currently in the statement of operations.  However, if the forward contracts and related accounting documentation meet certain criteria specified in SFAS 133, they may be eligible for cash flow hedge accounting.  In this case, the changes in value are recorded in accumulated other comprehensive income, which is a component of shareholders’ equity, and do not impact the current statement of operations.  Prior to its re-evaluation of this accounting treatment, TDS had believed that its forward contracts qualified for cash flow hedge accounting treatment and that it had effectively recorded changes in the fair values of the forward contracts, net of income tax effects, through accumulated other comprehensive income.  The changes in the fair values of the marketable equity securities, which were hedged by the forward contracts, were also recorded in accumulated other comprehensive income, net of income tax effects.  However, as a result of its re-evaluation of this accounting treatment, TDS determined that it did not meet the requirements of SFAS 133 to continue cash flow hedge accounting for the forward contracts following the receipt of dividends from Vodafone in 2002 and the absence of dividends from Deutsche Telekom in 2003.

The result of the restatement will be to recognize changes in fair values of the forward contracts in the statement of operations in the periods in which they occurred, rather than record them in accumulated other comprehensive income.  However, changes in the fair values of the underlying hedged marketable equity securities will continue to be recorded through accumulated other comprehensive income.  As a result, the revised accounting treatment will no longer reflect the offsetting effects in accumulated other comprehensive income of the changes in values of forward contracts and the underlying marketable equity securities.  Although this will result in substantial variability in net income, there will not be a material effect on stockholders’ equity.

As a result of the restatement of prior period financial results relating to SFAS 133, TDS considered it appropriate to include adjustments in the restatement for items representing out-of-period adjustments and corrections of errors that were identified at various times during 2006.  Individually and collectively the adjustments are not material.

Summary of Third Quarter Operating Data

Below is a summary of the preliminary operating data and unaudited results of certain key components of the third quarter statement of operations.  There can be no assurance that final results will not differ materially from these preliminary results.

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Three months ended Sept. 30

 



 

2005 Actual

 

Range of Amounts
Currently Anticipated to 
be Reported for 2006

 

Operating revenues

 

$

1,029 million

 

$

1,100 to $1,130 million

 

Operating income (1)

 

$

107 million

 

$

100 to $120 million

 

 


(1) Third quarter 2005 operating income will be adjusted, not materially, for out-of-period adjustments identified in 2006.

U.S. Cellular

Summary Operating Data

Quarter Ended

 

9/30/2006

 

6/30/2006

 

3/31/2006

 

12/31/2005

 

9/30/2005

 

Consolidated Markets:

 

 

 

 

 

 

 

 

 

 

 

All customers -

 

 

 

 

 

 

 

 

 

 

 

Customer units

 

5,729,000

 

5,704,000

 

5,633,000

 

5,482,000

 

5,303,000

 

Gross customer unit activations

 

365,000

 

347,000

 

434,000

 

419,000

 

355,000

 

Net customer unit activations

 

25,000

 

48,000

 

151,000

 

125,000

 

76,000

 

Retail customers -

 

 

 

 

 

 

 

 

 

 

 

Customer units

 

5,127,000

 

5,099,000

 

5,029,000

 

4,927,000

 

4,765,000

 

Gross customer unit activations

 

352,000

 

332,000

 

380,000

 

392,000

 

346,000

 

Net customer unit activations

 

28,000

 

50,000

 

122,000

 

130,000

 

77,000

 

Cell sites in service

 

5,726

 

5,583

 

5,438

 

5,428

 

5,149

 

Minutes of use (MOU) (1)

 

725

 

719

 

658

 

648

 

639

 

Postpay churn rate per month (2)

 

1.6

%

1.5

%

1.5

%

1.6

%

1.5

%

 


(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

 

9/30/2006

 

6/30/2006

 

3/31/2006

 

12/31/2005

 

9/30/2005

 

TDS Telecom

 

 

 

 

 

 

 

 

 

 

 

ILEC:

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents (1)

 

752,100

 

747,500

 

742,300

 

735,300

 

734,800

 

Access lines

 

622,700

 

628,600

 

632,100

 

635,500

 

640,700

 

Dial-up Internet service accounts

 

82,200

 

86,800

 

90,800

 

90,700

 

89,700

 

DSL customers

 

94,100

 

84,000

 

75,300

 

65,500

 

60,300

 

Long distance customers

 

335,100

 

331,300

 

327,100

 

321,500

 

316,100

 

 

 

 

 

 

 

 

 

 

 

 

 

CLEC:

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents (1)

 

452,900

 

450,900

 

449,200

 

448,600

 

445,600

 

Dial-up Internet service accounts

 

11,000

 

11,800

 

13,500

 

14,200

 

14,700

 

Percent of access lines on-switch

 

92.6

%

92.2

%

91.7

%

91.1

%

90.6

%

DSL customers

 

40,900

 

39,900

 

38,500

 

36,400

 

34,800

 


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

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Vodafone Special Distribution

At an Extraordinary General Meeting on July 28, 2006, Vodafone shareholders approved a share consolidation and special distribution in which 8 ADRs were consolidated into 7 ADRs and a Return of Capital (special distribution).  U.S. Cellular and TDS Telecom received approximately $28.6 million and $7.6 million, respectively.  The special distribution was recorded as a return of capital and is therefore an investing item on the company’s cash flow statement and had no effect on its results of operations.

Updated 2006 Guidance

TDS’ updated 2006 guidance as of Nov. 6, 2006 is as follows.  There can be no assurance that final results will not differ materially from this guidance.

U.S. Cellular 2006 guidance as of Nov. 6, 2006.

Net Retail Customer Additions

 

300,000 — 330,000

Service Revenues

 

Approx. $3.2 billion

Operating Income

 

$275 — $325 million

Depreciation, Amortization & Accretion

 

Approx. $575 million

Capital Expenditures

 

$580 — $610 million

 

TDS Telecom ILEC operations 2006 guidance as of Nov. 6, 2006.

Operating Revenues

 

$645 — $655 million

Operating Income

 

Approx. $135 million

Depreciation and Amortization

 

$135 million

Capital Expenditures

 

$105 — $115 million (1)

 

TDS Telecom CLEC operations 2006 guidance as of Nov. 6, 2006.

 

 (unchanged)

Operating Revenues

 

$230 — $240 million

Operating Income

 

Approx. $(5) million

Depreciation and Amortization

 

$25 million

Capital Expenditures

 

Approx. $20 million

 


(1)    Includes approximately $95 million to support ongoing operations and approximately $10 - $20 million for strategic initiatives

The above forward-looking statements should not be assumed to be accurate as of any future date.  TDS and U.S. Cellular undertake no duty to update such information whether as a result of new information, future events or otherwise.

About TDS

TDS is a diversified telecommunications corporation founded in 1969.  Through its business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services.  As of Sept. 30, 2006, the company employed 11,700 people and served 6.9 million customers/units in 36 states.

About U.S. Cellular

As of Sept. 30, 2006, U.S. Cellular Corporation, the nation’s sixth-largest wireless service carrier, provided wireless service to 5.7 million customers in 26 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.

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates and expectations. These statements are based on current estimates, projections and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: The ability of U.S. Cellular to successfully manage and grow the operations of 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 assets; 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; possible future restatements; 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 to furnish this press release to the SEC, which are incorporated by reference herein.

For more information about TDS or its business units, visit:

TDS:

www.teldta.com

TDS Telecom: www.tdstelecom.com

USM:

www.uscellular.com

 

 

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