8-K

 

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):  November 4, 2011

UNITED STATES CELLULAR CORPORATION
 (Exact name of registrant as specified in its charter)

Delaware	1-9712	62-1147325
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
8410 West Bryn Mawr, Suite 700, Chicago, Illinois		60631
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (773) 399-8900

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):

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

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

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

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

 

Item 2.02.  Results of Operations and Financial Condition

On November 4, 2011, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing its results of operations for the period ended September 30, 2011.  A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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

Item 9.01.  Financial Statements and Exhibits

(d)Exhibits: 

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

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

 

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.

United States Cellular Corporation

(Registrant)          

Date:  November 4, 2011

By:	/s/ Steven T. Campbell
	Steven T. Campbell Executive Vice President – Finance, Chief Financial Officer and Treasurer

 

EXHIBIT INDEX

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

Exhibit No.1	Description
99.1	Earnings Press Release dated November 4, 2011
99.2	Private Securities Litigation Reform Act of 1995 Safe Habor Cautionary Statement

EX-99.1

 

 

As previously announced, U.S. Cellular will hold a teleconference Nov. 4, 2011 at 9:00 a.m. CDT. Interested parties may listen to the call live by accessing the Investor Relations page of uscellular.com or www.teldta.com.

Contact:                 Jane W. McCahon, Vice President, Corporate Relations

                                (312) 592-5379; jane.mccahon@teldta.com

                                Julie D. Mathews, Manager, Investor Relations

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

FOR RELEASE: IMMEDIATE

U.S. cellular Reports third QUARTER 2011 RESULTS

Data drives ARPU growth; inbound roaming revenues increase; profitability improves

Note: Comparisons are year over year unless otherwise noted.

3Q 2011 Highlights

§Smartphones sold, as a percent of total devices sold, increased to 39.9 percent from 23.6 percent; smartphone customers increased to 26.2 percent of postpaid customers from 12.1 percent.

§Postpaid ARPU (average revenue per unit) increased to $52.41 from $50.82.

§Service revenues increased 5 percent to $1,036.6 million.

§Operating income increased 66 percent to $101.6 million.

§Net loss of 23,000 retail customers, reflecting loss of 34,000 postpaid customers and gain of 11,000 prepaid customers; postpaid customers comprised 95 percent of retail customers.

§Cell sites in service increased 4 percent to 7,828.

CHICAGO – Nov. 4, 2011 – United States Cellular Corporation [NYSE:USM] reported service revenues of $1,036.6 million for the third quarter of 2011 versus $983.5 million in the comparable period one year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $62.1 million and $0.73, respectively, for the third quarter of 2011, compared to $38.3 million and $0.44, respectively, in the comparable period one year ago.

“We continued to increase postpaid ARPU and maintain a low churn rate,”said Mary N. Dillon, U.S. Cellular president and CEO, “and though our retail subscriber results remain disappointing, they did improve slightly compared to recent quarters. We are seeing increased awareness from our advertising, device launches and focused promotions, and we’re building on that with targeted campaigns to add more new customers during the holiday period and beyond.

“Smartphones sales and adoption of data plans remain very strong, and we’re continuing to control loss on equipment by balancing our device costs and promotions. We again improved operating margins by increasing ARPU and roaming revenue, and controlling expenses. Also during the quarter, we completed an exchange of licenses that will provide additional spectrum to meet anticipated future capactiy and coverage requirements in several of our markets.

“Along with our Belief Plans, which 2.8 million of our customers have now selected, we’re offering a competitive device lineup for the holiday period, including the highly rated Motorola ElectrifyTM, and several new smartphones at attractive price points from HTC. We’ll complete our first 4G LTE markets in November, and offer 4G-enabled devices early in 2012.

 

Guidance for year ending Dec. 31, 2011               

Guidance for the year ending Dec. 31, 2011, as of Nov. 4, 2011, is provided below, compared to the previous guidance provided on Aug. 8, 2011. U.S. Cellular 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 this guidance. 

	Current Estimates	Previous Estimates (1)
Service revenues	$4,000-$4,100 million	Unchanged
Operating income (3) (4)	$230-$305 million	$210-$285 million
Depreciation, amortization and accretion expenses, and losses on asset disposals and exchanges and impairment of assets (3)	Approx. $590 million	Unchanged
Adjusted OIBDA (2) (4)	$820-$895 million	$800-$875 million
Capital expenditures (4)	$750-$800 million	Unchanged

(1)The 2011 Estimated Results as disclosed in U.S. Cellular’s Quarterly Report on Form 10-Q for the period ended June 30, 2011.

(2)Adjusted OIBDA is defined as Operating income excluding the effects of: Depreciation, amortization and accretion (OIBDA); the net gain or loss on asset disposals and exchanges (if any); and the loss on impairment of assets (if any). This measure also may be commonly referred to by management as operating cash flow. This measure should not be confused with cash flows from operating activities, which is a component of the consolidated statement of cash flows.

(3)The 2011 Estimated Results do not include any estimate for losses on impairment of assets since these cannot be predicted.

(4)This guidance is based on U.S. Cellular’s current operations, which include a multi-year deployment of Long-term Evolution (“LTE”) technology commencing in 2011.  As customer demand for data services increases, and competitive conditions in the wireless industry evolve, such as the rate of deployment of LTE technology by other carriers, the timing of U.S. Cellular’s deployment of LTE and the timing of other capital expenditures could change.  These factors could affect U.S. Cellular’s estimated capital expenditures and operating expenses in 2011.

Conference call information

U.S. Cellular will hold a conference call on Nov. 4, 2011 at 9:00 a.m. CDT.

·Access the live call on the Investor Relations page of uscellular.com  or at http://www.videonewswire.com/event.asp?id=82599  .

·Access the call by phone at 877/407-8029 (US/Canada), no pass code required. 

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Investor Relations page of uscellular.com. The call will be archived on the Conference Calls page of uscellular.com.

About U.S. Cellular

United States Cellular Corporation, the nation's sixth-largest wireless carrier, provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to approximately 5.9 million customers in 26 states. The Chicago-based company employed approximately 8,900 people as of September 30, 2011. At the end of the third quarter, Telephone and Data Systems, Inc. owned 84 percent of U.S. Cellular.

Visit uscellular.com  for comprehensive financial information, including earnings releases, quarterly and annual filings, shareholder information and more.

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 expectation.  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 the company to successfully manage and grow its markets; the economy; competition, the ability to obtain or maintain roaming arrangements with other carriers; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings afforded our debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology, uncertainty of access to the capital markets; pending and future litigation; changes in income tax rates, laws, regulations or rulings; acquisitions/divestitures of properties and/or  licenses; changes in customer growth rates, average monthly revenue per unit, churn rates, roaming revenue and terms, the availability of handset devices, or the mix of products and services offered by the company; and the ability to obtain or maintain roaming arrangements with other carriers.  Investors are encouraged to consider these and other risks and uncertainties that are discussed in this Form 8-K used by U.S. Cellular to furnish the press release to the Securities and Exchange Commission (“SEC”), which are incorporated by reference herein.

2

United States Cellular Corporation Summary Operating Data (Unaudited)
Quarter Ended		9/30/2011			6/30/2011			3/31/2011			12/31/2010			9/30/2010
Total population
	Consolidated markets (1)		91,965,000			91,204,000			91,090,000			90,468,000			90,468,000
	Consolidated operating markets (1)		46,888,000			46,888,000			46,774,000			46,546,000			46,546,000
Market penetration at end of period
	Consolidated markets (2)		6.5	%		6.5	%		6.6	%		6.7	%		6.7	%
	Consolidated operating markets (2)		12.7	%		12.7	%		12.9	%		13.0	%		13.1	%
All customers
	Total at end of period		5,932,000			5,968,000			6,033,000			6,072,000			6,103,000
	Gross additions		299,000			257,000			293,000			327,000			338,000
	Net additions (losses)		(36,000	)		(70,000	)		(39,000	)		(31,000	)		(41,000	)
	Smartphones sold as a percent of total devices sold (3)		39.9	%		39.6	%		42.5	%		39.6	%		23.6	%
Retail customers
	Total at end of period		5,621,000			5,644,000			5,698,000			5,729,000			5,750,000
	Smartphone penetration (3) (4)		26.2	%		23.0	%		20.2	%		16.6	%		12.1	%
	Gross additions		284,000			226,000			256,000			292,000			301,000
	Net retail additions (losses) (5)		(23,000	)		(58,000	)		(31,000	)		(21,000	)		(25,000	)
	Net postpaid additions (losses)		(34,000	)		(41,000	)		(22,000	)		(10,000	)		(25,000	)
	Net prepaid additions (losses)		11,000			(17,000	)		(9,000	)		(11,000	)		—
Service revenue components (000s)
	Retail service	$	871,199		$	868,630		$	864,602		$	864,905		$	865,766
	Inbound roaming		107,810			82,760			64,386			67,545			72,901
	Other		57,600			50,640			56,125			59,464			44,836
Total service revenues (000s)		$	1,036,609		$	1,002,030		$	985,113		$	991,914		$	983,503
Total ARPU (6)		$	58.09		$	55.69		$	54.29		$	54.37		$	53.53
Billed ARPU (7)		$	48.82		$	48.27		$	47.65		$	47.41		$	47.12
Postpaid ARPU (8)		$	52.41		$	51.84		$	51.21		$	50.99		$	50.82
Postpaid churn rate (9)			1.5	%		1.4	%		1.4	%		1.5	%		1.6	%
Capital expenditures (000s)		$	248,000		$	162,100		$	95,900		$	203,400		$	124,700
Cell sites in service			7,828			7,770			7,663			7,645			7,524

(1)     Used only to calculate market penetration of consolidated markets and consolidated operating markets, respectively. See footnote (2) below.

(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 a Blackberry®, Windows Mobile, or Android operating system.

(4)     Smartphone penetration is calculated by dividing postpaid customers on smartphone service plans 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 amount represents the average postpaid churn rate for each respective quarterly period.

3

United States Cellular Corporation Consolidated Statement of Operations Highlights Three Months Ended September 30, (Unaudited, dollars and shares in thousands, except per share amounts)
										Increase (Decrease)
				2011			2010 (1)			Amount			Percent
Operating revenues
	Service			$	1,036,609		$	983,503		$	53,106			5	%
	Equipment sales				73,830			77,278			(3,448	)		(4	%)
		Total operating revenues			1,110,439			1,060,781			49,658			5	%
Operating expenses
	System operations (excluding Depreciation, amortization and accretion reported below)				241,852			218,021			23,831			11	%
	Cost of equipment sold				193,491			189,291			4,200			2	%
	Selling, general and administrative				441,512			446,938			(5,426	)		(1	%)
	Depreciation, amortization and accretion				141,664			143,191			(1,527	)		(1	%)
	(Gain) loss on asset disposals and exchanges, net				(9,700	)		1,981			(11,681	)		>(100	%)
		Total operating expenses			1,008,819			999,422			9,397			1	%
Operating income					101,620			61,359			40,261			66	%
Investment and other income (expense)
	Equity in earnings of unconsolidated entities				21,929			23,971			(2,042	)		(9	%)
	Interest and dividend income				869			1,101			(232	)		(21	%)
	Interest expense				(11,522	)		(15,956	)		4,434			28	%
	Other, net				(97	)		(620	)		523			84	%
			Total investment and other income (expense)		11,179			8,496			2,683			32	%
Income before income taxes					112,799			69,855			42,944			61	%
	Income tax expense				43,292			25,639			17,653			69	%
Net income					69,507			44,216			25,291			57	%
	Less: Net income attributable to noncontrolling interests, net of tax				(7,367	)		(5,920	)		(1,447	)		(24	%)
Net income attributable to U.S. Cellular shareholders				$	62,140		$	38,296		$	23,844			62	%
Basic weighted average shares outstanding					84,547			85,992			(1,445	)		(2	%)
Basic earnings per share attributable to U.S. Cellular shareholders				$	0.73		$	0.45		$	0.28			62	%
Diluted weighted average shares outstanding					84,940			86,428			(1,488	)		(2	%)
Diluted earnings per share attributable to  U.S. Cellular shareholders				$	0.73		$	0.44		$	0.29			66	%

(1)    Amounts have been adjusted.  See “Revision of Prior Period Amounts” section for additional details.

4

 

United States Cellular Corporation Consolidated Statement of Operations Highlights Nine Months Ended September 30, (Unaudited, dollars and shares in thousands, except per share amounts)
										Increase (Decrease)
				2011			2010 (1)			Amount			Percent
Operating revenues
	Service			$	3,023,752		$	2,921,087		$	102,665		4	%
	Equipment sales				219,961			193,444			26,517		14	%
		Total operating revenues			3,243,713			3,114,531			129,182		4	%
Operating expenses
	System operations (excluding Depreciation, amortization and accretion reported below)				687,256			638,677			48,579		8	%
	Cost of equipment sold				556,465			512,361			44,104		9	%
	Selling, general and administrative				1,309,688			1,321,720			(12,032	)	(1	%)
	Depreciation, amortization and accretion				431,581			427,831			3,750		1	%
	(Gain) loss on asset disposals and exchanges, net				(5,741	)		8,407			(14,148	)	>(100	)%
		Total operating expenses			2,979,249			2,908,996			70,253		2	%
Operating income					264,464			205,535			58,929		29	%
Investment and other income (expense)
	Equity in earnings of unconsolidated entities				65,289			74,418			(9,129	)	(12	%)
	Interest and dividend income				2,466			2,984			(518	)	(17	%)
	Gain on investment				13,373			—			13,373		N/M
	Interest expense				(51,905	)		(48,918	)		(2,987	)	(6	%)
	Other, net				(47	)		(213	)		166		78	%
			Total investment and other income (expense)		29,176			28,271			905		3	%
Income before income taxes					293,640			233,806			59,834		26	%
	Income tax expense				102,771			88,656			14,115		16	%
Net income					190,869			145,150			45,719		31	%
	Less: Net income attributable to noncontrolling interests, net of tax				(18,629	)		(16,858	)		(1,771	)	(11	%)
Net income attributable to U.S. Cellular shareholders				$	172,240		$	128,292		$	43,948		34	%
Basic weighted average shares outstanding					84,984			86,329			(1,345	)	(2	%)
Basic earnings per share attributable to U.S. Cellular shareholders				$	2.03		$	1.49		$	0.54		36	%
Diluted weighted average shares outstanding					85,448			86,706			(1,258	)	(1	%)
Diluted earnings per share attributable to  U.S. Cellular shareholders				$	2.02		$	1.48		$	0.54		36	%

(1)    Amounts have been adjusted.  See “Revision of Prior Period Amounts” section for additional details.

.

5

 

United States Cellular Corporation Consolidated Balance Sheet Highlights (Unaudited, dollars in thousands)
ASSETS
		September 30,		December 31,
		2011		2010 (1)
Current assets
	Cash and cash equivalents	$	504,952	$	294,426
	Short-term investments		110,761		146,586
	Accounts receivable from customers and others		434,334		424,019
	Inventory		148,770		112,279
	Income taxes receivable		35,121		41,397
	Prepaid expenses		56,607		53,356
	Net deferred income tax asset		26,757		26,757
	Other current assets		10,693		10,804
			1,327,995		1,109,624
Assets held for sale			60,829		—
Investments
	Licenses		1,470,550		1,452,101
	Goodwill		494,737		494,737
	Customer lists, net		425		759
	Investments in unconsolidated entities		160,374		160,847
	Notes and interest receivable – long-term		3,959		4,070
	Long-term investments		45,297		46,033
			2,175,342		2,158,547
Property, plant and equipment, net
	In service and under construction		6,778,852		6,340,537
	Less: accumulated depreciation		4,124,358		3,766,015
			2,654,494		2,574,522
Other assets and deferred charges			61,941		50,367
Total assets		$	6,280,601	$	5,893,060

(1)    Amounts have been adjusted.  See “Revision of Prior Period Amounts” section for additional details.

6

 

United States Cellular Corporation Consolidated Balance Sheet Highlights (Unaudited, dollars in thousands)
LIABILITIES AND EQUITY
			September 30,		December 31,
			2011		2010 (1)
Current liabilities
	Current portion of long-term debt		$	101	$	101
	Accounts payable
		Affiliated		11,976		10,791
		Trade		360,788		281,601
	Customer deposits and deferred revenues			177,123		146,428
	Accrued taxes			43,910		39,299
	Accrued compensation			48,117		65,952
	Other current liabilities			95,665		121,823
				737,680		665,995
Liabilities held for sale				858		—
Deferred liabilities and credits
	Net deferred income tax liability			742,343		583,444
	Other deferred liabilities and credits			235,032		234,855
Long-term debt				880,411		867,941
Commitments and contingencies
Noncontrolling interests with mandatory redemption features				923		855
Equity
U.S. Cellular shareholders’ equity
	Series A Common and Common Shares, par value $1 per share			88,074		88,074
	Additional paid-in capital			1,382,826		1,368,487
	Treasury shares			(153,011)		(105,616)
	Retained earnings			2,294,562		2,135,507
		Total U.S. Cellular shareholders’ equity		3,612,451		3,486,452
Noncontrolling interests				70,903		53,518
	Total equity			3,683,354		3,539,970
Total liabilities and equity			$	6,280,601	$	5,893,060

(1)    Amounts have been adjusted.  See “Revision of Prior Period Amounts” section for additional details.

7

 

United States Cellular Corporation

Schedule of Cash and Cash Equivalents and Investments

(Unaudited, dollars in thousands)

The following table presents U.S. Cellular’s cash and cash equivalents and investments at September 30, 2011 and December 31, 2010.

		September 30,		December 31,
		2011		2010
Cash and cash equivalents		$	504,952	$	294,426
Amounts included in short-term investments (1)(2)
	Government-backed securities (3)		110,761		146,336
	Certificates of deposit		—		250
		$	110,761	$	146,586
Amounts included in long-term investments (1)(4)
	Government-backed securities (3)	$	45,297	$	46,033

(1)    Designated as held-to-maturity investments and recorded at amortized cost on 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)    At September 30, 2011, maturities range between 13 and 23 months from the balance sheet date.

8

 

United States Cellular Corporation Consolidated Statement of Cash Flows Nine Months Ended September 30, (Unaudited, dollars in thousands)
				2011			2010 (1)
Cash flows from operating activities
	Net income			$	190,869		$	145,150
	Add (deduct) adjustments to reconcile net income to net
		cash flows from operating activities
			Depreciation, amortization and accretion		431,581			427,831
			Bad debts expense		44,718			56,244
			Stock-based compensation expense		15,475			13,539
			Deferred income taxes, net		145,687			51,942
			Equity in earnings of unconsolidated entities		(65,289	)		(74,418	)
			Distributions from unconsolidated entities		52,037			59,149
			(Gain) loss on asset disposals and exchanges, net		(5,741	)		8,407
			Gain on investment		(13,373	)		—
			Noncash interest expense		9,582			1,846
			Other operating activities		1,143			(1,740	)
	Changes in assets and liabilities from operations
			Accounts receivable		(57,564	)		(46,293	)
			Inventory		(36,326	)		32,673
			Accounts payable - trade		79,031			(50,720	)
			Accounts payable - affiliate		1,185			(8,440	)
			Customer deposits and deferred revenues		30,695			1,972
			Accrued taxes		9,679			(19,491	)
			Accrued interest		9,283			9,295
			Other assets and liabilities		(65,048	)		(22,933	)
					777,624			584,013
Cash flows from investing activities
	Additions to property, plant and equipment				(506,082	)		(379,692	)
	Cash paid for acquisitions and licenses				(23,773	)		(10,501	)
	Cash paid for investments				(50,000	)		(190,250	)
	Cash received for investments				85,250			25,330
	Other investing activities				(210	)		656
					(494,815	)		(554,457	)
Cash flows from financing activities
	Repayment of long-term debt				(330,106	)		(307	)
	Issuance of long-term debt				342,000			—
	Common shares reissued for benefit plans, net of tax payments				1,755			738
	Common shares repurchased				(62,294	)		(40,520	)
	Payment of debt issuance costs				(11,394	)		—
	Distributions to noncontrolling interests				(1,176	)		(5,828	)
	Other financing activities				169			(8,758	)
					(61,046	)		(54,675	)
Cash classified as held for sale					(11,237	)		—
Net increase (decrease) in cash and cash equivalents					210,526			(25,119	)
Cash and cash equivalents
	Beginning of period				294,426			294,411
	End of period			$	504,952		$	269,292

(1)    Amounts have been adjusted.  See “Revision of Prior Period Amounts” section for additional details.

9

 

United States Cellular Corporation Financial Measures and Reconciliations
(Unaudited, dollars in thousands)
			Three Months Ended September 30,						Nine Months Ended September 30,
			2011			2010 (4)			2011			2010 (4)
Service revenues			$	1,036,609		$	983,503		$	3,023,752		$	2,921,087
Operating income				101,620			61,359			264,464			205,535
Add:
	Depreciation, amortization and accretion			141,664			143,191			431,581			427,831
	Loss on impairment of intangible assets			—			—			—			—
	(Gain) loss on asset disposals and exchanges, net			(9,700	)		1,981			(5,741	)		8,407
		Adjusted OIBDA (1)	$	233,584		$	206,531		$	690,304		$	641,773
		Adjusted OIBDA margin (2)		22.5	%		21.0	%		22.8	%		22.0	%
			2011			2010 (4)			2011			2010 (4)
Cash flows from operating activities			$	354,192		$	180,307		$	777,624		$	584,013
Deduct:
	Capital expenditures			248,042			124,688			506,082			379,692
		Free cash flow (3)	$	106,150		$	55,619		$	271,542		$	204,321

(1)Adjusted OIBDA is defined as operating income excluding the effects of: depreciation, amortization, and accretion (OIBDA); the net gain or loss on asset disposals and exchanges (if any); and the loss on impairment of assets (if any).  This measure also may be commonly referred to by management as operating cash flow.  This measure should not be confused with cash flows from operating activities, which is a component of the consolidated statement of cash flows. Adjusted OIBDA excludes the net gain or loss on asset disposals and exchanges and loss on impairment of assets, if any, in order to show operating results on a more comparable basis from period to period.  U.S. Cellular does not intend to imply that any of such amounts that are excluded are non-recurring, infrequent or unusual, and accordingly, they may be incurred in the future.

(2)Adjusted OIBDA margin is defined as adjusted OIBDA divided by service revenues. Equipment revenues are excluded from the denominator of the calculation since equipment is generally sold at a net loss, and such net loss is included in adjusted OIBDA as a cost of earning service revenues for purposes of assessing business results.  U.S. Cellular believes that this calculation method is consistent with the method used by certain investors to assess U.S. Cellular’s business results.  Adjusted OIBDA margin may also be commonly referred to by management as operating cash flow margin. U.S. Cellular believes this measure provides useful information to investors regarding U.S. Cellular’s 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.

(3)Free cash flow is defined as cash flows from operating activities minus capital expenditures. Free cash flow is a non-GAAP financial measure.  U.S. Cellular believes that free cash flow as reported by U.S. Cellular may be useful to investors and other users of its financial information in evaluating the amount of cash generated by business operations, after consideration of capital expenditures.

(4)   Amounts have been adjusted.  See “Revision of Prior Period Amounts” section for additional details.

10

Revision of Prior Period Amounts

In preparing its financial statements for the nine months ended September 30, 2011, U.S. Cellular discovered certain errors related to accounting for asset retirement obligations and asset retirement costs. These errors resulted in the overstatement of Operating expenses, Property, plant and equipment, net and Other deferred liabilities and credits for the first and second quarter 2011 interim financial statements and in the 2010, 2009 and 2008 annual periods reported in the Company’s December 31, 2010 financial statements.  The beginning retained earnings balance presented in the December 31, 2010 annual financial statements was also understated as a result of these errors. In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), U.S. Cellular evaluated these errors and determined that they were immaterial to each of the reporting periods affected and, therefore, amendments of previously filed reports was not required.  However, if the adjustments to correct the cumulative errors had been recorded in the third quarter 2011, U.S. Cellular believes the impact would have been significant to the third quarter results and would have impacted comparisons to prior periods. As permitted by SAB 108, revisions for these immaterial amounts to previously reported annual and quarterly results are reflected in the financial information herein and will be reflected in future filings containing such financial information. 

The Consolidated Balance Sheet at December 31, 2010 was revised to reflect the cumulative effect of these errors which resulted in an increase to Retained earnings of $5.9 million.  In accordance with SAB 108, the Consolidated Balance Sheet, the Consolidated Statement of Operations and the Consolidated Statement of Cash Flows have been revised as follows:

Consolidated Balance Sheet -- December 31, 2010
		As previously
	(Dollars in thousands)	reported (1)			Adjustment			Revised
	Property, plant and equipment, net	$	2,615,072	$	(40,550	)	$	2,574,522
	Total assets		5,933,610		(40,550	)		5,893,060
	Net deferred income tax liability		579,769		3,675			583,444
	Other deferred liabilities and credits		284,949		(50,094	)		234,855
	Retained earnings		2,129,638		5,869			2,135,507
	Total U.S. Cellular shareholders' equity		3,480,583		5,869			3,486,452
	Total equity		3,534,101		5,869			3,539,970
	Total liabilities and equity		5,933,610		(40,550	)		5,893,060
Consolidated Statement of Operations -- Three Months Ended September 30, 2010
		As previously
	(Dollars in thousands)	reported (1)			Adjustment		Revised
	Depreciation, amortization and accretion	$	144,717	$	(1,526	)	$	143,191
	Total operating expenses		1,000,948		(1,526	)		999,422
	Operating income		59,833		1,526			61,359
	Income before income taxes		68,329		1,526			69,855
	Income tax expense		25,051		588			25,639
	Net income		43,278		938			44,216
	Net income attributable to U.S. Cellular shareholders		37,358		938			38,296
	Basic earnings per share attributable to U.S. Cellular shareholders		0.43		0.02			0.45
	Diluted earnings per share attributable to U.S. Cellular shareholders		0.43		0.01			0.44
Consolidated Statement of Operations -- Nine Months Ended September 30, 2010
		As previously
	(Dollars in thousands)	reported (2)		Adjustment			Revised
	Depreciation, amortization and accretion	$	432,405	$	(4,574	)	$	427,831
	Total operating expenses		2,913,570		(4,574	)		2,908,996
	Operating income		200,961		4,574			205,535
	Income before income taxes		229,232		4,574			233,806
	Income tax expense		86,894		1,762			88,656
	Net income		142,338		2,812			145,150
	Net income attributable to U.S. Cellular shareholders		125,480		2,812			128,292
	Basic earnings per share attributable to U.S. Cellular shareholders		1.45		0.04			1.49
	Diluted earnings per share attributable to U.S. Cellular shareholders		1.45		0.03			1.48
Consolidated Statement of Cash Flows -- Nine Months Ended September 30, 2010
		As previously
	(Dollars in thousands)	reported (2)		Adjustment			Revised
	Net income	$	142,338	$	2,812		$	145,150
	Depreciation, amortization and accretion		432,405		(4,574	)		427,831
	Deferred income taxes, net		50,180		1,762			51,942
	Cash flows from operating activities		584,013		—			584,013

(1)     In Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 25, 2011.

(2)     In Quarterly Report of Form 10-Q for the period ended September 30, 2010, filed on November 4, 2010.

11

EX-99.2

 

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

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

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

·A failure by U.S. Cellular to successfully execute its business strategy or allocate resources or capital could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

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

·U.S. Cellular’s 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 U.S. Cellular could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

·U.S. Cellular currently receives a significant amount of roaming revenues.  Further consolidation within the wireless industry and/or continued network build outs by other wireless carriers could cause roaming revenues to decline from current levels, which would have an adverse effect on U.S. Cellular's business, financial condition and results of operations.

·A failure by U.S. Cellular 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 U.S. Cellular’s business and operations.

·To the extent conducted by the Federal Communications Commission (“FCC”), U.S. Cellular 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 U.S. Cellular.

 

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

·Changes in Universal Service Fund (“USF”) funding and/or intercarrier compensation could have a material adverse impact on U.S. Cellular’s financial condition or results of operations.

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

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

·The completion of acquisitions by other companies has led to increased consolidation in the wireless telecommunications industry.  U.S. Cellular’s lower scale relative to larger wireless carriers has in the past and could in the future prevent or delay its access to new products including wireless devices, new technology and/or new content and applications which could adversely affect U.S. Cellular's ability to attract and retain customers and, as a result, could adversely affect its business, financial condition or results of operations.   

·U.S. Cellular's inability to manage its supply chain or inventory successfully could have an adverse effect on its business, financial condition or results of operations.

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

·Changes in various business factors could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

·Advances or changes in telecommunications technology, such as Voice over Internet Protocol (“VoIP”), High-Speed Packet Access (“HSPA”), WiMAX or Long-Term Evolution (“LTE”), could render certain technologies used by U.S. Cellular obsolete, could put U.S. Cellular at a competitive disadvantage, could reduce U.S. Cellular’s revenues or could increase its costs of doing business.

·Complexities associated with deploying new technologies, such as U.S. Cellular's planned upgrade to LTE technology, present substantial risk.

·U.S. Cellular could incur higher than anticipated intercarrier compensation costs.

·U.S. Cellular 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 U.S. Cellular’s enterprise value, changes in the market supply or demand for wireless licenses, adverse developments in the business or the industry in which U.S. Cellular is involved and/or other factors could require U.S. Cellular to recognize impairments in the carrying value of its license costs, goodwill and/or physical assets.

·Costs, integration problems or other factors associated with developing and enhancing business support systems, acquisitions/divestitures of properties or licenses and/or expansion of U.S. Cellular’s business could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

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

 

·U.S. Cellular’s investments in technologies which are unproven may not produce the benefits that U.S. Cellular expects.

·A failure by U.S. Cellular 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 and support systems could have an adverse effect on its operations.

·Financial difficulties (including bankruptcy proceedings) or other operational difficulties of any of U.S. Cellular’s key suppliers or vendors, termination or impairment of U.S. Cellular’s relationships with such suppliers or vendors, or a failure by U.S. Cellular to manage its supply chain effectively could result in delays or termination of U.S. Cellular’s receipt of required equipment or services, or could result in excess quantities of required equipment or services, any of which could adversely affect U.S. Cellular’s business, financial condition or results of operations.

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

·A failure by U.S. Cellular 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 U.S. Cellular’s 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 U.S. Cellular’s business, financial condition or results of operations.

·The market price of U.S. Cellular’s 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 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 U.S. Cellular’s 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 U.S. Cellular’s 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 U.S. Cellular to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on U.S. Cellular’s 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 U.S. Cellular's 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 U.S. Cellular's financial condition or results of operations.

·Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit

 

or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular 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 U.S. Cellular’s financial condition, results of operations or ability to do business.

·The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from 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 U.S. Cellular’s 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 U.S. Cellular from using necessary technology to provide services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.

·There are potential conflicts of interests between Telephone and Data Systems, Inc. ("TDS"), the parent of U.S. Cellular, and U.S. Cellular.

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

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

U.S. Cellular 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.