UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

 

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

 

 

 

For the quarterly period ended  September 30, 2007  OR

 

 

o

 

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

 

 

For the transition period from                                             to                                           

 

Commission File Number 1-9712

 

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

62-1147325

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer x  Accelerated filer o  Accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o  No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at September 30, 2007

Common Shares, $1 par value

 

54,707,492 Shares

Series A Common Shares, $1 par value

 

33,005,877 Shares

 

 



 

UNITED STATES CELLULAR CORPORATION

 

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2007

 

INDEX

 

 

 

Page No.

 

 

 

Part I.

Financial Information

3

 

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

 

 

 

 

Consolidated Statements of Operations

 

 

 

Three and Nine Months Ended September 30, 2007 and 2006

3

 

 

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

Nine Months Ended September 30, 2007 and 2006

4

 

 

 

 

 

 

Consolidated Balance Sheets

 

 

 

September 30, 2007 and December 31, 2006

5

 

 

 

 

 

 

Notes to Consolidated Financial Statements

7

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of

 

 

 

Financial Condition and Results of Operations

24

 

 

 

 

 

 

Overview

24

 

 

Results of Operations

26

 

 

Recent Accounting Pronouncements

40

 

 

Financial Resources

40

 

 

Liquidity and Capital Resources

42

 

 

Application of Critical Accounting Policies and Estimates

49

 

 

Certain Relationships and Related Transactions

50

 

 

Safe Harbor Cautionary Statement

51

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

54

 

 

 

 

 

Item 4.

Controls and Procedures

56

 

 

 

 

Part II. Other Information

59

 

 

 

 

 

Item 1.

Legal Proceedings

59

 

 

 

 

 

Item 1A.

Risk Factors

59

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

59

 

 

 

 

 

Item 5.

Other Information

61

 

 

 

 

 

Item 6.

Exhibits

62

 

 

 

 

Signatures

63

 



 

PART I. FINANCIAL INFORMATION

 

ITEM I. FINANCIAL STATEMENTS

 

UNITED STATES CELLULAR CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

UNAUDITED

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(Dollars in thousands, except per share amounts)

 

OPERATING REVENUES

 

 

 

 

 

 

 

 

 

Service

 

$

954,540

 

$

821,820

 

$

2,721,341

 

$

2,382,747

 

Equipment sales

 

61,294

 

66,703

 

200,813

 

188,289

 

Total Operating Revenues

 

1,015,834

 

888,523

 

2,922,154

 

2,571,036

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

System operations (excluding Depreciation, amortization and accretion shown separately below)

 

185,479

 

165,107

 

529,172

 

468,980

 

Cost of equipment sold

 

164,662

 

140,757

 

470,356

 

417,489

 

Selling, general and administrative (including charges from affiliates of $31.4 million and $28.2 million for the three months ended September 30, 2007 and 2006, respectively, and $90.1 million and $77.8 million for the nine months ended September 30, 2007 and 2006, respectively)

 

414,978

 

358,392

 

1,141,803

 

1,028,865

 

Depreciation, amortization and accretion

 

149,776

 

146,940

 

447,889

 

429,451

 

Total Operating Expenses

 

914,895

 

811,196

 

2,589,220

 

2,344,785

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

100,939

 

77,327

 

332,934

 

226,251

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT AND OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated entities

 

23,782

 

23,483

 

69,860

 

64,923

 

Interest and dividend income

 

3,395

 

601

 

8,598

 

10,996

 

Fair value adjustment of derivative instruments

 

 

(21,285

)

(5,388

)

(17,392

)

Gain on sale of investments

 

 

 

131,686

 

 

Interest expense

 

(19,625

)

(23,974

)

(64,634

)

(70,189

)

Other, net

 

179

 

(225

)

(315

)

(163

)

Total Investment and Other Income (Expense)

 

7,731

 

(21,400

)

139,807

 

(11,825

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST

 

108,670

 

55,927

 

472,741

 

214,426

 

Income tax expense

 

41,154

 

15,510

 

176,542

 

77,903

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE MINORITY INTEREST

 

67,516

 

40,417

 

296,199

 

136,523

 

Minority share of income

 

(3,961

)

(4,542

)

(10,672

)

(11,138

)

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

63,555

 

$

35,875

 

$

285,527

 

$

125,385

 

 

 

 

 

 

 

 

 

 

 

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING (000s)

 

87,757

 

87,281

 

87,743

 

87,258

 

BASIC EARNINGS PER SHARE

 

$

0.72

 

$

0.41

 

$

3.25

 

$

1.44

 

 

 

 

 

 

 

 

 

 

 

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING (000s)

 

88,589

 

88,092

 

88,680

 

88,071

 

DILUTED EARNINGS PER SHARE

 

$

0.72

 

$

0.41

 

$

3.22

 

$

1.42

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3



 

UNITED STATES CELLULAR CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

UNAUDITED

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

285,527

 

$

125,385

 

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

 

 

 

 

 

Depreciation, amortization and accretion

 

447,889

 

429,451

 

Bad debts expense

 

46,539

 

43,787

 

Stock-based compensation expense

 

11,383

 

16,134

 

Deferred income taxes, net

 

(10,756

)

(30,714

)

Equity in earnings of unconsolidated entities

 

(69,860

)

(64,923

)

Distributions from unconsolidated entities

 

47,595

 

39,374

 

Minority share of income

 

10,672

 

11,138

 

Unrealized fair value adjustment for derivative instruments

 

5,388

 

17,392

 

Gain on sale of assets

 

(5,000

)

 

Gain on sale of investments

 

(131,686

)

 

Noncash interest expense

 

1,333

 

1,335

 

Other operating activities

 

 

244

 

Changes in assets and liabilities from operations:

 

 

 

 

 

Change in accounts receivable

 

(72,684

)

(74,401

)

Change in inventory

 

4,224

 

16,084

 

Change in accounts payable - trade

 

2,873

 

(41,396

)

Change in accounts payable - affiliate

 

(4,393

)

3,826

 

Change in customer deposits and deferred revenues

 

20,413

 

7,813

 

Change in accrued taxes

 

27,928

 

9,145

 

Change in accrued interest

 

8,595

 

9,226

 

Change in other assets and liabilities

 

(8,560

)

(19,262

)

 

 

617,420

 

499,638

 

 

 

 

 

 

 

CASH FLOWS (USED IN) INVESTING ACTIVITIES

 

 

 

 

 

Additions to property, plant and equipment

 

(377,399

)

(421,378

)

Proceeds from sale of investments

 

4,301

 

 

Proceeds from return of investment

 

 

28,650

 

Cash received from divestitures

 

4,277

 

 

Cash paid for acquisitions

 

(18,283

)

(98,581

)

Other investing activities

 

(1,346

)

(3,256

)

 

 

(388,450)

 

(494,565

)

 

 

 

 

 

 

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

 

 

 

 

 

Issuance of notes payable

 

25,000

 

390,000

 

Repayment of notes payable

 

(60,000

)

(375,000

)

Common shares reissued

 

16,474

 

3,856

 

Common shares repurchased

 

(65,202

)

 

Capital (distributions) to minority partners

 

(7,508

)

(14,371

)

Excess tax benefit from exercise of stock awards

 

11,374

 

349

 

 

 

(79,862

)

4,834

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

149,108

 

9,907

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

 

 

 

 

Beginning of period

 

32,912

 

29,003

 

End of period

 

$

182,020

 

$

38,910

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4



 

UNITED STATES CELLULAR CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

UNAUDITED

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(Dollars in thousands)

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

182,020

 

$

32,912

 

Accounts receivable

 

 

 

 

 

Customers, less allowance of $12,581 and $12,027, respectively

 

329,547

 

305,475

 

Roaming

 

39,941

 

30,396

 

Other, less allowance of $427 and $989, respectively

 

60,196

 

71,567

 

Marketable equity securities

 

16,133

 

249,039

 

Inventory

 

113,078

 

117,189

 

Prepaid expenses

 

46,634

 

34,955

 

Net deferred tax assets

 

1,328

 

 

Other current assets

 

12,229

 

13,385

 

 

 

801,106

 

854,918

 

INVESTMENTS

 

 

 

 

 

Licenses

 

1,500,092

 

1,494,327

 

Goodwill

 

491,316

 

485,452

 

Customer lists, net of accumulated amortization of $78,425 and $68,110, respectively

 

17,442

 

26,196

 

Marketable equity securities

 

 

4,873

 

Investments in unconsolidated entities

 

176,557

 

150,325

 

Notes and interest receivable – long-term

 

4,452

 

4,541

 

 

 

2,189,859

 

2,165,714

 

PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

 

In service and under construction

 

5,414,358

 

5,120,994

 

Less accumulated depreciation

 

2,844,527

 

2,492,146

 

 

 

2,569,831

 

2,628,848

 

 

 

 

 

 

 

OTHER ASSETS AND DEFERRED CHARGES

 

28,658

 

31,136

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

5,589,454

 

$

5,680,616

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5



 

UNITED STATES CELLULAR CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ EQUITY

UNAUDITED

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(Dollars in thousands)

 

CURRENT LIABILITIES

 

 

 

 

 

Notes payable

 

$

 

$

35,000

 

Prepaid forward contracts

 

 

159,856

 

Accounts payable

 

 

 

 

 

Affiliate

 

9,175

 

13,568

 

Trade

 

244,176

 

241,303

 

Customer deposits and deferred revenues

 

143,923

 

123,344

 

Accrued taxes

 

46,641

 

26,913

 

Derivative liability

 

 

88,840

 

Net deferred income tax liability

 

 

26,326

 

Accrued compensation

 

50,801

 

47,842

 

Other current liabilities

 

103,338

 

93,718

 

 

 

598,054

 

856,710

 

 

 

 

 

 

 

DEFERRED LIABILITIES AND CREDITS

 

 

 

 

 

Net deferred income tax liability

 

555,075

 

601,535

 

Asset retirement obligation

 

123,466

 

127,639

 

Other deferred liabilities and credits

 

81,059

 

62,914

 

 

 

759,600

 

792,088

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

 

 

 

Long-term debt

 

1,002,180

 

1,001,839

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

MINORITY INTEREST

 

41,898

 

36,700

 

 

 

 

 

 

 

COMMON SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common Shares, par value $1 per share; authorized 140,000,000 shares; issued 55,045,685 shares

 

55,046

 

55,046

 

Series A Common Shares, par value $1 per share; authorized 50,000,000 shares; issued and outstanding 33,005,877 shares

 

33,006

 

33,006

 

Additional paid-in capital

 

1,319,038

 

1,290,829

 

Treasury Shares, at cost, 338,193 and 329,934 Common Shares, respectively

 

(28,601

)

(14,462

)

Accumulated other comprehensive income

 

10,009

 

80,382

 

Retained earnings

 

1,799,224

 

1,548,478

 

 

 

3,187,722

 

2,993,279

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

5,589,454

 

$

5,680,616

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6



 

UNITED STATES CELLULAR CORPORATION AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.               Basis of Presentation

 

The accounting policies of United States Cellular Corporation (“U.S. Cellular”) conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of U.S. Cellular, its majority-owned subsidiaries since acquisition, general partnerships in which U.S. Cellular has a majority partnership interest and any entity in which U.S. Cellular has a variable interest that requires U.S. Cellular to recognize a majority of the entity’s expected gains or losses. All material intercompany accounts and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the 2007 presentation.

 

The consolidated financial statements included herein have been prepared by U.S. Cellular, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, U.S. Cellular believes that the disclosures included herein are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2006 (“Form 10-K”).

 

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring items unless otherwise disclosed) necessary to present fairly the financial position as of September 30, 2007 and December 31, 2006, the results of operations for the three and nine months ended September 30, 2007 and 2006, and the cash flows for the nine months ended September 30, 2007 and 2006. The results of operations for the three and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year.

 

2.               Summary of Significant Accounting Policies

 

Pension Plan

 

U.S. Cellular participates in a qualified noncontributory defined contribution pension plan sponsored by Telephone and Data Systems, Inc. (“TDS”), U.S. Cellular’s parent organization. The plan provides pension benefits for the employees of U.S. Cellular and its subsidiaries. Under this plan, pension benefits and costs are calculated separately for each participant and are funded currently. Pension costs were $2.6 million and $6.8 million for the three and nine months ended September 30, 2007, respectively, and $2.1 million and $6.5 million for the three and nine months ended September 30, 2006, respectively.

 

Amounts Collected from Customers and Remitted to Governmental Authorities

 

U.S. Cellular records amounts collected from customers and remitted to governmental authorities net within a tax liability account if the tax is assessed upon the customer and U.S. Cellular merely acts as an agent in collecting the tax on behalf of the imposing governmental authority. If the tax is assessed upon U.S. Cellular, then amounts collected from customers as recovery of the tax are recorded in Service revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses on the Consolidated Statements of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $35.3 million and $96.1 million for the three and nine months ended September 30, 2007, respectively, and $21.3 million and $60.6 million for the three and nine months ended September 30, 2006, respectively.

 

7



 

Recent Accounting Pronouncements

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures related to the use of fair value measures in financial statements. SFAS 157 does not expand the use of fair value measurements in financial statements, but standardizes its definition and guidance in U.S. GAAP. SFAS 157 emphasizes that fair value is a market-based measurement and not an entity-specific measurement, based on an exchange transaction in which the entity sells an asset or transfers a liability (exit price). SFAS 157 establishes a fair value hierarchy, from observable market data as the highest level to an entity’s own fair value assumptions as the lowest level. SFAS 157 is effective for U.S. Cellular’s 2008 financial statements. U.S. Cellular is currently reviewing the requirements of SFAS 157 and has not determined the impact, if any, on its financial position or results of operations.

 

In September 2006, the FASB ratified Emerging Issues Task Force Issue No. 06-1, Accounting for Consideration Given by a Service Provider to Manufacturers or Resellers of Equipment Necessary for an End-Customer to Receive Service from the Service Provider (“EITF 06-1”). This guidance requires the application of EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (“EITF 01-9”), when consideration is given to a reseller or manufacturer for benefit to the service provider’s end customer. EITF 01-9 requires that the consideration given be recorded as a liability at the time of the sale of the equipment and also provides guidance for the classification of the expense. EITF 06-1 is effective for U.S. Cellular’s 2008 financial statements. U.S. Cellular is currently reviewing the requirements of EITF 06-1 and has not yet determined the impact, if any, on its financial position or results of operations.

 

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates.  Unrealized gains and losses on items for which the fair value option has been elected shall be reported in earnings at each subsequent reporting date.  SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.  SFAS 159 is effective for U.S. Cellular’s 2008 financial statements. U.S. Cellular is currently reviewing the requirements of SFAS 159 and has not yet determined the impact, if any, on its financial position or results of operations.

 

3.               Acquisitions, Divestitures and Exchanges

 

U.S. Cellular assesses its existing wireless interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on investment. As part of this strategy, U.S. Cellular reviews attractive opportunities to acquire additional operating markets and wireless spectrum. In addition, U.S. Cellular may seek to divest outright or include in exchanges for other interests those markets and interests that are not strategic to its long-term success.

 

On February 1, 2007, U.S. Cellular purchased 100% of the membership interests of Iowa 15 Wireless, LLC (“Iowa 15”) and obtained the 25 megahertz Federal Communications Commission (“FCC”) cellular license to provide wireless service in Iowa Rural Service Area (“RSA”) 15 for approximately $18.2 million in cash. This acquisition increased investments in licenses, goodwill and customer lists by $7.9 million, $5.9 million and $1.6 million, respectively. The goodwill of $5.9 million is deductible for income tax purposes.

 

U.S. Cellular is a limited partner in Barat Wireless, L.P. (“Barat Wireless”), an entity which participated in the auction of wireless spectrum designated by the FCC as Auction 66. Barat Wireless was qualified to receive a 25% discount available to “very small businesses” which were defined as having annual gross revenues of less than $15 million. At the conclusion of the auction on September 18, 2006, Barat Wireless was the high bidder with respect to 17 licenses and had bid $127.1 million, net of its discount. On April 30, 2007, the FCC granted Barat Wireless’ applications with respect to the 17 licenses for which it was the winning bidder.

 

8



 

Barat Wireless is in the process of developing its long-term business and financing plans. As of September 30, 2007, U.S. Cellular had made capital contributions and advances to Barat Wireless and/or its general partner of $127.2 million, which are included in Licenses in the Consolidated Balance Sheets. Barat Wireless used the funding to pay the FCC an initial deposit of $79.9 million on July 14, 2006 to allow it to participate in Auction 66. On October 18, 2006, Barat Wireless paid the balance due at the conclusion of the auction for the licenses with respect to which Barat Wireless was the high bidder; such amount totaled $47.2 million. For financial statement purposes, U.S. Cellular consolidates Barat Wireless and Barat Wireless, Inc., the general partner of Barat Wireless, pursuant to the guidelines of FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, (“FIN 46(R)”), as U.S. Cellular anticipates benefiting from or absorbing a majority of Barat Wireless’ expected gains or losses. Pending finalization of Barat Wireless’ permanent financing plan, and upon request by Barat Wireless, U.S. Cellular may agree to make additional capital contributions and advances to Barat Wireless and/or its general partner.

 

In October 2006, Midwest Wireless Communications, L.L.C. (“Midwest Wireless”) was sold to ALLTEL Corporation. In connection with the sale, U.S. Cellular became entitled to receive approximately $106.0 million in cash with respect to its interest in Midwest Wireless. Of this amount, $95.1 million was distributed upon closing and $10.9 million was held in escrow to secure certain true-up, indemnification and other possible adjustments; the funds held in escrow were to be distributed in installments over a period of four to fifteen months following the closing. During the first nine months of 2007, U.S. Cellular received $4.3 million of funds that were distributed from the aforementioned escrow. At September 30, 2007, the amount which U.S. Cellular might be entitled to receive from the escrow in future periods was $6.6 million, excluding accrued interest income.

 

In April 2006, U.S. Cellular purchased the remaining ownership interest in a Tennessee wireless market, in which it had previously owned a 16.7% interest, for approximately $18.8 million in cash. This acquisition increased investments in licenses, goodwill and customer lists by $5.5 million, $4.0 million and $2.0 million, respectively. The $4.0 million of goodwill is not deductible for income tax purposes.

 

U.S. Cellular is a limited partner in Carroll Wireless L.P. (“Carroll Wireless”), an entity which participated in the auction of wireless spectrum designated by the FCC as Auction 58. Carroll Wireless was qualified to bid on “closed licenses” that were available only to companies included under the FCC definition of “entrepreneurs,” which are small businesses that have a limited amount of assets and revenues. In addition, Carroll Wireless bid on “open licenses” that were not subject to restriction. With respect to these licenses, however, Carroll Wireless was qualified to receive a 25% discount available to “very small businesses” which were defined as having average annual gross revenues of less than $15 million. Carroll Wireless was a successful bidder for 17 license areas in Auction 58, which ended on February 15, 2005. The aggregate amount paid to the FCC for the 17 licenses was $129.9 million, net of the discounts to which Carroll Wireless was entitled. These 17 license areas cover portions of 12 states and are in markets which are either adjacent to or overlap current U.S. Cellular licensed areas. On January 6, 2006, the FCC granted Carroll Wireless’ applications with respect to 16 of the 17 licenses for which it had been the successful bidder and dismissed one application, relating to Walla Walla, Washington. Following the completion of Auction 58, the FCC determined that a portion of the Walla Walla license was already licensed to another party and should not have been included in Auction 58. Accordingly, in 2006, Carroll Wireless received a full refund of the $0.2 million previously paid to the FCC with respect to the Walla Walla license.

 

Carroll Wireless is in the process of developing its long-term business and financing plans. As of September 30, 2007, U.S. Cellular had made capital contributions and advances to Carroll Wireless and/or its general partner of approximately $129.9 million; $129.7 million of this amount is included in Licenses in the Consolidated Balance Sheets. For financial statement purposes, U.S. Cellular consolidates Carroll Wireless and Carroll PCS, Inc., the general partner of Carroll Wireless, pursuant to the guidelines of FIN 46(R), as U.S. Cellular anticipates benefiting from or absorbing a majority of Carroll Wireless’ expected gains or losses. Pending finalization of Carroll Wireless’ permanent financing plan, and upon request by Carroll Wireless, U.S. Cellular may make additional capital contributions and advances to Carroll Wireless and/or its general partner. U.S. Cellular has approved additional funding of $1.4 million of which $0.1 million was provided to Carroll Wireless as of September 30, 2007.

 

9



 

4.               Gain on Sale of Assets

 

In December 2006, U.S. Cellular entered into an agreement to sell $226.0 million face amount of accounts receivable written off in previous periods; the proceeds from the sale were $5.9 million. The agreement transferred all rights, title, and interest in the account balances, along with the right to collect all amounts due, to the buyer. The sale was subject to a 180-day period in which the buyer was entitled to request a refund for unenforceable accounts. The transaction was recognized as a sale during the fourth quarter of 2006 in accordance with the provisions of FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with the gain deferred until expiration of the recourse period. During the second quarter of 2007, U.S. Cellular recognized a gain of $5.0 million, net of refunds for unenforceable accounts. The gain is included in Selling, general and administrative expenses on the Consolidated Statements of Operations. All expenses related to the transaction were recognized in the period incurred.

 

5.               Fair Value Adjustments of Derivative Instruments

 

Fair value adjustments of derivative instruments, all of which matured in May 2007, resulted in a loss of $5.4 million in the nine months ended September 30, 2007, and a loss of $21.3 million and $17.4 million in the three and nine months ended September 30, 2006, respectively. Because all forward contracts were settled in May 2007, U.S. Cellular did not have any fair value adjustment of derivative instruments in the three months ended September 30, 2007. Fair value adjustments of derivative instruments for the period reflect the change in the fair value of the bifurcated embedded collars within the forward contracts related to the Vodafone marketable equity securities not designated as a hedge. See Note 11 – Marketable Equity Securities and Forward Contracts and Note 15 – Long-Term Debt and Forward Contracts for additional information related to the forward contracts.

 

6.               Income Taxes

 

The overall effective tax rate on income before income taxes and minority interest for the three and nine months ended September 30, 2007 was 37.9% and 37.3%, respectively, and 27.7% and 36.3% for the three and nine months ended September 30, 2006, respectively. The effective tax rates for the 2007 periods are higher than 2006 primarily due to the favorable resolution of state audits in 2006.

 

Effective January 1, 2007, U.S. Cellular adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). In accordance with FIN 48, U.S. Cellular recognized a cumulative-effect adjustment of $1.3 million, increasing its liability for unrecognized tax benefits, interest, and penalties and reducing the January 1, 2007 balance of Retained earnings.

 

At January 1, 2007, U.S. Cellular had $25.8 million in unrecognized tax benefits, which, if recognized, would reduce income tax expense by $12.6 million, net of the federal benefit from state income taxes. Included in the balance of unrecognized tax benefits at January 1, 2007, is an immaterial amount related to tax positions for which it is possible that the total amounts could change during the next twelve months. At September 30, 2007 U.S. Cellular had $30.1 million in unrecognized tax benefits, which, if recognized, would reduce income tax expense by $15.4 million, net of the federal benefit from state income taxes.

 

U.S. Cellular recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. This amount totaled $1.4 million and $3.6 million for the three and nine months ended September 30, 2007, respectively. Accrued interest and penalties were $6.2 million and $9.8 million as of January 1, 2007 and September 30, 2007, respectively.

 

U.S. Cellular is included in a consolidated federal income tax return with other members of the TDS consolidated group. TDS and U.S. Cellular are parties to a Tax Allocation Agreement which provides that U.S. Cellular and its subsidiaries be included with the TDS affiliated group in a consolidated federal income tax return and in state income or franchise tax returns in certain situations. For financial statement purposes, U.S. Cellular and its subsidiaries calculate their income, income taxes and credits as if they comprised a separate affiliated group. Under the Tax Allocation Agreement, U.S. Cellular remits its applicable income tax payments to TDS. U.S. Cellular had a tax payable balance to TDS of $5.0 million as of September 30, 2007 and $3.7 million as of December 31, 2006.

 

10



 

As discussed above, U.S. Cellular is included in TDS’ consolidated federal income tax return; U.S. Cellular also files various state and local income tax returns. With few exceptions, U.S. Cellular is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2002. TDS’ consolidated federal income tax returns for the years 2002 - 2005, which include U.S. Cellular, are currently under examination by the Internal Revenue Service. U.S. Cellular and its subsidiaries are also under examination by various state taxing authorities.

 

7.               Earnings per Share

 

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average common shares adjusted to include the effect of potentially dilutive securities.

 

The net income amounts used in computing earnings per share and the effects on the weighted average number of common shares and earnings per share of potentially dilutive securities are as follows:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(Dollars and shares in thousands, except earnings per share)

 

Net income

 

$

63,555

 

$

35,875

 

$

285,527

 

$

125,385

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used in basic earnings per share

 

87,757

 

87,281

 

87,743

 

87,258

 

Effect of stock options (1)

 

500

 

692

 

622

 

668

 

Effect of Restricted Stock Units

 

199

 

119

 

182

 

145

 

Effect of assuming shares delivered upon settlement of Accelerated Share Repurchase (2)

 

133

 

 

133

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares used in diluted earnings per share

 

88,589

 

88,092

 

88,680

 

88,071

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings per Share

 

$

0.72

 

$

0.41

 

$

3.25

 

$

1.44

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings per Share

 

$

0.72

 

$

0.41

 

$

3.22

 

$

1.42

 

 

(1)          Stock options convertible into 4,000 and 10,000 Common Shares in the three and nine months ended September 30, 2007, respectively, and 200,000 and 765,000 Common Shares in the three and nine months ended September 30, 2006, respectively, were not included in computing Diluted Earnings per Share because their effects were antidilutive.

(2)          See Note 18 - Common Share Repurchase Program below for a discussion of U.S. Cellular’s purchase of 838,000 of its Common Shares from an investment banking firm in private transactions pursuant to accelerated share repurchase agreements.

 

8.               Supplemental Cash Flow Disclosures – Non-Cash Financing Activities; Gain on Sale of Marketable Equity Securities

 

During the second quarter of 2007, U.S. Cellular delivered 8,815,475 American Depositary Receipts (“ADRs”) of Vodafone Group, Plc (“Vodafone”)  with a fair market value of $254.1 million to settle the $159.9 million principal amount of prepaid forward contracts and $94.2 million of related derivative liability.

 

Upon settlement of the prepaid forward contracts and related derivative liability, U.S. Cellular disposed of its remaining 149,223 Vodafone ADRs. U.S. Cellular recorded a gain of $131.7 million in the second quarter of 2007 on the settlement of the prepaid forward contracts and the related derivative liability and the disposition of remaining Vodafone ADRs.

 

See Note 11 – Marketable Equity Securities and Forward Contracts and Note 15 Long-Term Debt and Forward Contracts for additional information related to the Vodafone ADRs and prepaid forward contracts.

 

In the nine months ended September 30, 2007, U.S. Cellular withheld 544,000 Common Shares aggregating $43.5 million for the payment of the exercise price and income taxes from employees who exercised stock options or who received vested stock awards.

 

11



 

9.               Licenses and Goodwill

 

U.S. Cellular has substantial amounts of licenses and goodwill as a result of the acquisition of wireless markets. The changes in licenses and goodwill for the nine months ended September 30, 2007 and 2006 were as follows:

 

 

 

September 30,
2007

 

September 30,
2006

 

 

 

(Dollars in thousands)

 

Licenses

 

 

 

 

 

Balance, beginning of period

 

$

1,494,327

 

$

1,362,263

 

Acquisitions

 

7,901

 

5,534

 

Impairment

 

(2,136

)

 

Other (1)

 

 

79,772

 

Balance, end of period

 

$

1,500,092

 

$

1,447,569

 

 

(1)          Includes $79.9 million representing deposits made to the FCC for Barat Wireless licenses with respect to which Barat Wireless was the high bidder in Auction 66.

 

 

 

September 30,
2007

 

September 30,
2006

 

 

 

(Dollars in thousands)

 

Goodwill

 

 

 

 

 

Balance, beginning of period

 

$

485,452

 

$

481,235

 

Acquisitions

 

5,864

 

3,932

 

Other adjustments

 

 

318

 

Balance, end of period

 

$

491,316

 

$

485,485

 

 

See Note 3 – Acquisitions, Divestitures and Exchanges for additional information related to transactions which affected licenses and goodwill.

 

Licenses and goodwill must be reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. U.S. Cellular performs the annual impairment review on licenses and goodwill during the second quarter of its fiscal year. Accordingly, the annual impairment tests for licenses and goodwill for 2007 and 2006 were performed in the second quarter of 2007 and 2006. Such impairment tests indicated that there was an impairment of licenses totaling $2.1 million in 2007; the loss is included in Depreciation, amortization and accretion on the Consolidated Statements of Operations. There was no impairment of licenses in 2006, and no impairment of goodwill in either 2007 or 2006.

 

U.S. Cellular’s license impairments in 2007 were related to two of its six units of accounting in which operations have not yet begun. The carrying values of licenses associated with these six units of accounting are tested separately from those associated with U.S. Cellular’s operating licenses. Fair values for such units of accounting were determined by reference to values established by auctions and other market transactions involving licenses comparable to those included in each specific unit of accounting.

 

10.         Customer Lists

 

Customer lists, which are intangible assets resulting from acquisitions of wireless markets, are amortized based on average customer retention periods using the double declining balance method in the first year, switching to straight-line over the remaining estimated life. The changes in the customer lists for the nine months ended September 30, 2007 and 2006 were as follows:

 

 

 

September 30,
2007

 

September 30,
2006

 

 

 

(Dollars in thousands)

 

Customer Lists

 

 

 

 

 

Balance, beginning of period

 

$

26,196

 

$

47,649

 

Acquisitions

 

1,560

 

2,042

 

Impairment

 

(1,947

)

 

Amortization

 

(8,367

)

(17,643

)

Balance, end of period

 

$

17,442

 

$

32,048

 

 

12



 

U.S. Cellular performs an annual impairment test of customer list balances in the third quarter of its fiscal year. During the third quarter of 2007, such test indicated that the carrying value of certain customer list balances exceeded their estimated fair values and an impairment loss of $1.9 million was recorded; the loss is included in Depreciation, amortization and accretion on the Consolidated Statements of Operations. Fair values were determined based upon a present value analysis of expected future cash flows. There was no impairment of customer lists in 2006.

 

Based on the customer list balance as of September 30, 2007, amortization expense for the fourth quarter of 2007 and for the years 2008-2012 is expected to be $2.1 million, $7.1 million, $4.7 million, $3.2 million, $0.3 million and $0.1 million, respectively.

 

11.         Marketable Equity Securities and Forward Contracts

 

U.S. Cellular holds marketable equity securities that are publicly traded and can have volatile movements in share prices. Any increase or decrease in the fair value of the underlying marketable securities is reflected in Accumulated other comprehensive income on the balance sheet rather than as a non-operating gain or loss in the Consolidated Statements of Operations. U.S. Cellular does not make direct investments in publicly traded companies and all of these interests were acquired as a result of sales, trades or reorganizations of other assets.

 

Information regarding U.S. Cellular’s marketable equity securities is summarized below.

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 

(Dollars in thousands)

 

Marketable Equity Securities – Current Assets

 

 

 

 

 

Vodafone Group Plc 8,964,698 American Depositary Receipts in 2006

 

$

 

$

249,039

 

Rural Cellular Corporation 370,882 Common Shares in 2007

 

16,133

 

 

Total Marketable Equity Securities – Current

 

16,133

 

249,039

 

Marketable Equity Securities – Investments

 

 

 

 

 

Rural Cellular Corporation 370,882 Common Shares in 2006

 

 

4,873

 

Total aggregate fair value

 

16,133

 

253,912

 

Accounting cost basis

 

334

 

131,512

 

Gross unrealized holding gains

 

15,799

 

122,400

 

Deferred income tax liability

 

(5,790

)

(44,855

)

Net unrealized holding gains

 

10,009

 

77,545

 

Derivative instruments, net of tax

 

 

2,837

 

Accumulated other comprehensive income

 

$

10,009

 

$

80,382

 

 

The investment in Vodafone resulted from certain dispositions of non-strategic wireless investments to, or settlements with, AirTouch Communications, Inc. (“AirTouch”), in exchange for stock of AirTouch, which was then acquired by Vodafone whereby U.S. Cellular received ADRs representing Vodafone stock.

 

U.S. Cellular entered into a number of forward contracts related to the Vodafone ADRs that it held. The economic hedge risk management objective of the forward contracts was to hedge the value of the securities from losses due to decreases in the market prices of the securities while retaining a share of gains from increases in the market prices of such securities. The downside risk was hedged at or above the accounting cost basis of the securities.

 

The forward contracts related to the Vodafone ADRs matured in May 2007. U.S. Cellular delivered Vodafone ADRs in settlement of the forward contracts and disposed of all remaining Vodafone ADRs in connection therewith. As a result, U.S. Cellular no longer owns any Vodafone ADRs and no longer has any liability or other obligations under the related forward contracts. U.S. Cellular recorded a pre-tax gain of $131.7 million on the settlement of the forward contracts and the disposition of the remaining Vodafone ADRs.

 

See Note 15 – Long-term Debt and Forward Contracts for additional information related to U.S. Cellular’s forward contracts.

 

13



 

U.S. Cellular owns 370,882 Common Shares of Rural Cellular Corporation (“RCCC”). On July 30, 2007, RCCC announced that Verizon Wireless has agreed to purchase the outstanding shares of RCCC for $45 per share in cash. The acquisition is expected to close in the first half of 2008. If the transaction closes, U.S. Cellular will receive approximately $16.7 million in cash, recognize a $16.4 million pre-tax gain and cease to own any interest in RCCC.

 

12.         Unconsolidated Entities

 

Investments in unconsolidated entities consist of amounts invested in wireless entities in which U.S. Cellular holds a minority interest. These investments are accounted for using either the equity or cost method.

 

U.S. Cellular’s significant investments in unconsolidated entities include the following:

 

 

 

September 30,
2007

 

September 30,
2006

 

Los Angeles SMSA Limited Partnership

 

5.5

%

5.5

%

Midwest Wireless Communications, L.L.C. (1)

 

 

14.2

%

North Carolina RSA 1 Partnership

 

50.0

%

50.0

%

Oklahoma City SMSA Limited Partnership

 

14.6

%

14.6

%

 

(1)          In addition, U.S. Cellular owns a 49% interest in an entity which owned an interest of approximately 2.9% in Midwest Wireless Holdings, L.L.C., the parent company of Midwest Wireless Communications, L.L.C. The entity’s investment in Midwest Wireless Holdings L.L.C. was disposed of in the fourth quarter of 2006.

 

Based primarily on data furnished to U.S. Cellular by third parties, the following table summarizes the combined results of operations of U.S. Cellular’s equity method investments:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

Results of Operations

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,146,000

 

$

1,077,000

 

$

3,342,000

 

$

3,083,000

 

Operating expenses

 

788,000

 

740,000

 

2,248,000

 

2,121,000

 

Operating income

 

358,000

 

337,000

 

1,094,000

 

962,000

 

Other income (expense), net

 

7,000

 

11,000

 

21,000

 

34,000

 

Net Income

 

$

365,000

 

$

348,000

 

$

1,115,000

 

$

996,000

 

 

13.         Revolving Credit Facility

 

U.S. Cellular has a $700 million revolving credit facility available for general corporate purposes. At September 30, 2007, there were no outstanding notes payable and letters of credit were $0.2 million, leaving $699.8 million available for use. Borrowings under the revolving credit facility bear interest at the London InterBank Offered Rate (“LIBOR”) plus a contractual spread based on U.S. Cellular’s credit rating. At September 30, 2007, the contractual spread was 75 basis points. U.S. Cellular may select borrowing periods of either seven days or one, two, three or six months (the one-month LIBOR was 5.12% at September 30, 2007). If U.S. Cellular provides less than two days’ notice of intent to borrow, interest on borrowings is the prime rate less 50 basis points (the prime rate was 7.75% at September 30, 2007). This credit facility expires in December 2009.

 

U.S. Cellular’s interest cost on its revolving credit facility would increase if its current credit rating from Moody’s Investor Service (“Moody’s”) was lowered. However, the credit facility would not cease to be available or accelerate solely as a result of a decline in U.S. Cellular’s credit rating. A downgrade in U.S. Cellular’s credit rating could adversely affect its ability to renew existing, or obtain access to new, credit facilities in the future. U.S. Cellular’s credit ratings are as follows:

 

Moody’s (Issued September 20, 2007)

 

Baa3

 

– stable outlook

Standard & Poor’s (Issued June 21, 2007)

 

BB+

 

– with developing outlook

Fitch Ratings (Issued August 16, 2007)

 

BBB+

 

– stable outlook

 

On September 20, 2007, Moody’s changed its outlook on U.S. Cellular’s credit rating to stable from under review for possible further downgrade.

 

14



 

On August 16, 2007, Fitch changed its outlook on U.S. Cellular’s credit rating to stable from ratings watch negative.

 

On February 13, 2007, Standard & Poor’s lowered its credit rating on U.S. Cellular to BBB- from BBB. The ratings remained on credit watch with negative implications. On April 23, 2007, Standard & Poor’s lowered its credit rating on U.S. Cellular to BB+ from BBB-. The ratings remained on credit watch with negative implications. On June 21, 2007, Standard & Poor’s affirmed the BB+ rating, and removed the Company from Credit Watch. The outlook is developing.

 

The maturity date of U.S. Cellular’s revolving credit facility would accelerate in the event of a change in control.

 

The continued availability of the revolving credit facility requires U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing. On November 6, 2006, U.S. Cellular announced that it would restate certain financial statements which caused U.S. Cellular to be late with certain SEC filings. Before U.S. Cellular filed the foregoing restatements and became current in its SEC filings on or prior to April 23, 2007, the restatements and late filings resulted in defaults under the revolving credit facility. However, U.S. Cellular was not in violation of any covenants that require U.S. Cellular to maintain certain financial ratios, and U.S. Cellular did not fail to make any scheduled payments. U.S. Cellular received waivers from the lenders associated with the revolving credit facility, under which the lenders agreed to waive any defaults that may have occurred as a result of the restatements and late filings. U.S. Cellular believes it was in compliance as of September 30, 2007 with all covenants and other requirements set forth in its revolving credit facility.

 

14.         Asset Retirement Obligations

 

U.S. Cellular is subject to asset retirement obligations associated with its leased cell sites, switching office sites, retail store sites and office locations. Asset retirement obligations generally include obligations to restore leased land and retail store and office premises to their pre-lease conditions.

 

U.S. Cellular accounts for its asset retirement obligations in accordance with FASB Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (“SFAS 143”) and FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN 47”), which require entities to record the fair value of a liability for legal obligations associated with an asset retirement in the period in which the obligations are incurred. At the time the liability is incurred, U.S. Cellular records a liability equal to the net present value of the estimated cost of the asset retirement obligation and increases the carrying amount of the related long-lived asset by an equal amount. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the obligations, any difference between the cost to retire an asset and the recorded liability (including accretion of discount) is recognized in the Consolidated Statement of Operations as a gain or loss.

 

During the third quarter of 2007, U.S. Cellular performed its annual review of the assumptions and estimated costs related to its asset retirement obligations. As a result of the review, the liabilities were revised to reflect lower estimated cash flows as a result of lower estimates of removal and restoration costs, primarily related to cell sites, as determined through quoted market prices obtained from independent contractors. These changes are reflected in “Revisions in estimated cash flows” below.

 

The change in asset retirement obligations during the nine months ended September 30, 2007 and 2006 was as follows:

 

 

 

September 30,
2007

 

September 30,
2006

 

 

 

(Dollars in thousands)

 

Beginning balance

 

$

127,639

 

$

90,224

 

Additional liabilities incurred

 

4,194

 

5,922

 

Revisions in estimated cash flows

 

(15,331

)

13,415

 

Acquisition of assets

 

348

 

1,237

 

Disposition of assets

 

(493

)

(112

)

Accretion expense

 

7,109

 

5,312

 

Ending balance

 

$

123,466

 

$

115,998

 

 

15



 

15.         Long-Term Debt and Forward Contracts

 

There were no significant changes in long-term debt during the nine months ended September 30, 2007.

 

U.S. Cellular’s long-term debt does not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in U.S. Cellular’s credit rating. However, U.S. Cellular’s ability to obtain long-term debt financing in the future could be adversely affected by a downgrade in its credit rating. U.S. Cellular believes it was in compliance as of September 30, 2007 with all covenants and other requirements set forth in its long-term debt indenture.

 

Forward Contracts

 

A subsidiary of U.S. Cellular had outstanding prepaid forward contracts with counterparties in connection with its 8,964,698 Vodafone Group Plc ADRs. The $159.9 million principal amount of the forward contracts was accounted for as a loan. The prepaid forward contracts contained embedded collars that were bifurcated and received separate accounting treatment in accordance with FASB Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). The Vodafone securities were pledged as collateral for the forward contracts.

 

The economic hedge risk management objective of the forward contracts was to hedge the value of the Vodafone securities from losses due to decreases in the market prices of the securities (“downside limit”) while retaining a share of gains from increases in the market prices of such securities (“upside potential”). The downside limit was hedged at or above the accounting cost basis of the securities.

 

Under the terms of the forward contracts, a subsidiary of U.S. Cellular owned the contracted shares and received dividends paid on such contracted shares. The forward contracts, at U.S. Cellular’s option, could have been settled in shares of the security or in cash, pursuant to formulas that “collared” the price of the shares. The collars effectively reduced U.S. Cellular’s downside limit and upside potential on the contracted shares. The collars were typically contractually adjusted for any changes in dividends on the underlying shares. If the dividend increased, the collar’s upside potential was typically reduced. If the dividend decreased, the collar’s upside potential was typically increased.

 

The forward contracts related to the Vodafone ADRs matured in May 2007. U.S. Cellular settled the forward contracts by delivery of substantially all of the 8,964,698 Vodafone ADRs pursuant to the formula and then disposed of all remaining Vodafone ADRs. As a result, U.S. Cellular no longer owns any Vodafone ADRs and no longer has any liability or other obligations under the related forward contracts. U.S. Cellular recognized a pre-tax gain of $131.7 million at the time of delivery and sale of the shares. Since shares were delivered in the settlement of the forward contract, U.S. Cellular incurred a current tax liability in the amount of $35.5 million at the time of delivery and sale of the shares. See Note 11 – Marketable Equity Securities and Forward Contracts for additional information related to settlement of the forward contracts and disposal of the remaining Vodafone ADRs.

 

Until May 2007, when it settled the forward contracts as discussed above, U.S. Cellular was required to comply with certain covenants under the forward contracts. On November 6, 2006, U.S. Cellular announced that it would restate certain financial statements which caused U.S. Cellular to be late in certain SEC filings. Before U.S. Cellular filed the foregoing restatements and became current in its SEC filings on or prior to April 23, 2007, the restatements and late filings resulted in defaults under certain forward contracts. However, U.S. Cellular was not in violation of any covenants that require U.S. Cellular to maintain certain financial ratios, and U.S. Cellular did not fail to make any scheduled payments. U.S. Cellular received waivers from the counterparty associated with such forward contracts, under which the counterparty agreed to waive any defaults that may have occurred as a result of the restatements and late filings.

 

16



 

16.         Commitments and Contingencies

 

Indemnity Agreements

 

U.S. Cellular enters into agreements in the normal course of business that provide for indemnification of counterparties. These agreements include certain asset sales and financings with other parties. The terms of the indemnification vary by agreement. The events or circumstances that would require U.S. Cellular to perform under these indemnities are transaction specific; however, these agreements may require U.S. Cellular to indemnify the counterparty for costs and losses incurred from any litigation or claims arising from the underlying transaction. U.S. Cellular is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time. Historically, U.S. Cellular has not made any significant indemnification payments under such agreements.

 

Legal Proceedings

 

U.S. Cellular is involved or may be involved from time to time in legal proceedings before the FCC and various state and federal courts. In accordance with FASB Statement of Financial Accounting Standards No. 5, Accounting for Contingencies, if U.S. Cellular believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements.

 

17.         Minority Interest in Subsidiaries

 

Under FASB Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, certain minority interests in consolidated entities with finite lives may meet the standard’s definition of a mandatorily redeemable financial instrument and thus require reclassification as liabilities and remeasurement at the estimated amount of cash that would be due and payable to settle such minority interests under the applicable entity’s organization agreement, assuming an orderly liquidation of the finite-lived entity, net of estimated liquidation costs (the “settlement value”). U.S. Cellular’s consolidated financial statements include certain minority interests that meet the standard’s definition of mandatorily redeemable financial instruments. These mandatorily redeemable minority interests represent interests held by third parties in consolidated partnerships and limited liability companies (“L.L.C.s”), where the terms of the underlying partnership or L.L.C. agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the minority interest holders and U.S. Cellular in accordance with the respective partnership and L.L.C. agreements. The termination dates of U.S. Cellular’s mandatorily redeemable minority interests range from 2042 to 2105.

 

17



 

The settlement value of U.S. Cellular’s mandatorily redeemable minority interests was estimated to be $247.7 million at September 30, 2007. This represents the estimated amount of cash that would be due and payable to settle minority interests assuming an orderly liquidation of the finite-lived consolidated partnerships and L.L.C.s on September 30, 2007, net of estimated liquidation costs. This amount is being disclosed pursuant to the requirements of FASB Staff Position (“FSP”) No. FAS 150-3, Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests. U.S. Cellular has no current plans or intentions to liquidate any of the related partnerships or L.L.C.s prior to their scheduled termination dates. The corresponding carrying value of the minority interests in finite-lived consolidated partnerships and L.L.C.s at September 30, 2007 was $43.6 million and is included in the Consolidated Balance Sheet caption Minority Interest. The excess of the aggregate settlement value over the aggregate carrying value of the mandatorily redeemable minority interests of $204.2 million is primarily due to the unrecognized appreciation of the minority interest holders’ share of the underlying net assets in the consolidated partnerships and L.L.C.s. Neither the minority interest holders’ share, nor U.S. Cellular’s share, of the appreciation of the underlying net assets of these subsidiaries is reflected in the consolidated financial statements under U.S. GAAP. The estimate of settlement value was based on certain factors and assumptions which are subjective in nature. A change in those factors and assumptions could result in a materially larger or smaller settlement amount.

 

18.         Common Share Repurchase Program

 

The Board of Directors of U.S. Cellular has authorized the repurchase of up to 1% of the outstanding U.S. Cellular Common Shares held by non-affiliates on a quarterly basis, primarily for use in employee benefit plans (the “Limited Authorization”). This authorization does not have an expiration date.

 

On March 6, 2007, the Board of Directors of U.S. Cellular authorized the repurchase of up to 500,000 Common Shares of U.S. Cellular (the “Additional Authorization”) from time to time through open market purchases, block transactions, private transactions or other methods. This authorization was in addition to U.S. Cellular’s existing Limited Authorization discussed above, and was scheduled to expire on March 6, 2010. However, as discussed below, because this authorization was fully utilized, no further purchases are available under this authorization.

 

U.S. Cellular has entered into accelerated share repurchase (“ASR”) agreements to purchase its shares through an investment banking firm in private transactions. The repurchased shares are being held as treasury shares. In connection with each ASR, the investment banking firm will purchase an equivalent number of shares in the open-market over time. Each program must be completed within two years of the trade date of the respective ASR. At the end of each program, U.S. Cellular will receive or pay a price adjustment based on the average price of shares acquired by the investment banking firm pursuant to the ASR during the purchase period, less a negotiated discount. The purchase price adjustment can be settled, at U.S. Cellular’s option, in cash or in U.S. Cellular Common Shares. The subsequent purchase price adjustment will change the cost basis of the U.S. Cellular treasury shares.

 

18



 

Activity related to U.S. Cellular’s repurchases of shares through ASR transactions on April 4 and July 10, 2007 and its obligations and potential obligations to the investment banking firm, are detailed in the table below.

 

(dollars in thousands, except per share amounts)

 

April 4,
2007

 

July 10,
2007

 

Totals

 

Number of Shares Repurchased by U.S. Cellular (1)

 

670,000

 

168,000

 

838,000

 

Weighted average price (2)

 

$73.22

 

$96.10

 

 

 

Initial purchase price to investment banking firm

 

$49,057

 

$16,145

 

$65,202

 

 

 

 

 

 

 

 

 

Number of Shares Purchased by Investment Banking Firm (As of September 30, 2007)

 

181,970

 

 

181,970

 

Average price of shares, net of discount, purchased by Investment banking firm

 

$78.51

 

 

 

 

Additional amount due to investment banking firm for shares purchased through September 30, 2007 (3)

 

$967

 

 

$967

 

Equivalent number of shares based on September 30, 2007 closing price (4)

 

9,847

 

 

9,847

 

 

 

 

 

 

 

 

 

Remaining Shares to be Purchased by Investment Banking Firm under ASR

 

488,030

 

168,000

 

656,030

 

Potential additional cost of remaining shares to be purchased(5)

 

$11,898

 

$202

 

$12,100

 

Potential additional shares to settle ASR based on September 30, 2007 closing price (6)

 

121,163

 

2,053

 

123,216

 

 

 

 

 

 

 

 

 

Total Potential Additional Cost to Settle ASR, Based on September 30, 2007 Closing Price

 

 

 

 

 

 

 

If settled in cash

 

$12,865

 

$202

 

$13,067

 

If settled in shares

 

131,010

 

2,053

 

133,063

 

 

(1)          The repurchased shares are being held as treasury shares.

(2)          Weighted average price includes any per share discount and commission paid to the investment banking firm.

(3)          Represents the purchase price adjustment owed by U.S. Cellular to the investment banking firm as of September 30, 2007 for the shares purchased through such date, based on the difference between the price paid per share by U.S. Cellular in connection with the ASR, and the average price paid per share by the investment banking firm.

(4)          Represents the number of additional U.S. Cellular Common Shares that would need to be delivered to the investment banking firm based on the closing price of $98.20 on September 30, 2007, if U.S. Cellular settled the additional amount due described in footnote (3) with shares.

(5)          Represents the additional purchase price adjustment that would be potentially owed by U.S. Cellular to the investment banking firm as of September 30, 2007 based on the difference between the initial price paid per share by U.S. Cellular in connection with the ASR, and the closing price of U.S. Cellular Common Shares on September 30, 2007.

(6)          Represents the number of additional U.S. Cellular Common Shares that would need to be delivered to the investment banking firm based on the closing price of $98.20 on September 30, 2007, if U.S. Cellular settled the potential additional amount due described in footnote (5) with shares.

 

At September 30, 2007, there were 656,030 shares remaining to be purchased by the investment banking firm pursuant to the ASRs. Thus, the amounts owed and potentially owed by U.S. Cellular to the investment banking firm as shown in the table above would increase or decrease by $656,030 for each $1 increase or decrease in the U.S. Cellular stock price of $98.20 as of September 30, 2007. Any amount owed will be settled at the conclusion of each program.

 

No U.S. Cellular Common Shares were repurchased in the first nine months of 2006.

 

19



 

19.         Accumulated Other Comprehensive Income

 

The cumulative balances of unrealized gains and losses on marketable equity securities and derivative instruments and related income tax effects included in Accumulated other comprehensive income are as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

Marketable Equity Securities

 

 

 

 

 

Balance, beginning of period

 

$

77,545

 

$

41,287

 

Add (deduct):

 

 

 

 

 

Unrealized gains (losses) on marketable equity securities

 

20,606

 

11,768

 

Income tax (expense) benefit

 

(7,553

)

(4,319

)

Net change in unrealized gains (losses) on marketable equity securities

 

13,053

 

7,449

 

 

 

 

 

 

 

Recognized gain on sale of marketable equity securities

 

(127,207

)

 

Income tax expense

 

46,618

 

 

Net recognized gain on marketable equity securities

 

(80,589

)

 

Net change in marketable equity securities

 

(67,536

)

7,449

 

Balance, end of period

 

$

10,009

 

$

48,736

 

 

 

 

 

 

 

Derivative Instruments

 

 

 

 

 

Balance, beginning of period

 

$

2,837

 

$

2,835

 

Add (deduct):

 

 

 

 

 

Recognized gain on settlement of derivative instruments

 

(4,479

)

 

Income tax expense

 

1,642

 

 

Net recognized gain on settlement of derivatives instruments

 

(2,837

)

 

Net change in derivative instruments

 

(2,837

)

 

Balance, end of period

 

$

 

$

2,835

 

 

 

 

 

 

 

Accumulated Other Comprehensive Income

 

 

 

 

 

Balance, beginning of period

 

$

80,382

 

$

44,122

 

Net change in marketable equity securities

 

(67,536

)

7,449

 

Net change in derivative instruments

 

(2,837

)

 

Net change in unrealized gains included in comprehensive income

 

(70,373

)

7,449

 

Balance, end of period

 

$

10,009

 

$

51,571

 

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

Comprehensive Income

 

 

 

 

 

Net Income

 

$

285,527

 

$

125,385

 

Net change in unrealized and realized gains (losses) on marketable equity securities and derivative instruments

 

(70,373

)

7,449

 

 

 

$

215,154

 

$

132,834

 

 

20



 

20.         Stock-Based Compensation

 

Stock-Based Compensation Plans

 

Effective January 1, 2006, U.S. Cellular adopted the fair value recognition provisions of FASB Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123(R)”), using the modified prospective transition method. Upon adoption of SFAS 123(R), U.S. Cellular elected to continue to value its share-based payment transactions using a Black-Scholes valuation model, which was previously used by U.S. Cellular for purposes of preparing the pro forma disclosures under SFAS 123.

 

U.S. Cellular has established the following stock-based compensation plans: a long-term incentive plan, an employee stock purchase plan, and a non-employee director compensation plan.

 

Under the U.S. Cellular 2005 Long-Term Incentive Plan, U.S. Cellular may grant fixed and performance-based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees. At September 30, 2007, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards.

 

At September 30, 2007, U.S. Cellular had reserved 4,067,000 Common Shares for equity awards granted and to be granted under the long-term incentive plan, and also had reserved 101,000 Common Shares for issuance to employees under an employee stock purchase plan. The maximum number of U.S. Cellular Common Shares that may be issued to employees under all stock-based compensation plans in effect at September 30, 2007 was 4,168,000 shares. U.S. Cellular currently utilizes treasury stock to satisfy stock option exercises, issuances under its employee stock purchase plan, restricted stock unit awards and deferred compensation stock unit awards.

 

Long-Term Incentive Plan – Stock Options— Stock options granted to key employees are exercisable over a specified period not in excess of ten years. Stock options generally vest over periods up to four years from the date of grant. Stock options outstanding at September 30, 2007 expire between 2007 and 2017. U.S. Cellular granted 6,000 and 476,000 stock options during the three and nine months ended September 30, 2007 and 551,000 stock options during the nine months ended September 30, 2006. No stock options were granted during the three months ended September 30, 2006. U.S. Cellular used the assumptions shown in the table below in valuing options granted in 2007.

 

Expected Life

 

3.1 years

 

Expected Annual Volatility Rate

 

22.5%-25.7

%

Dividend Yield

 

 

Risk Free Interest Rate

 

4.0%-4.8

%

Estimated Annual Forfeiture Rate

 

9.6

%

 

A summary of U.S. Cellular stock options outstanding and exercisable as of September 30, 2007 and changes during the nine months ended September 30, 2007 is presented below.

 

 

 

Number of
Options

 

Weighted Average
Exercise Prices

 

Weighted Average
Remaining
Contractual Term

 

Aggregate
Intrinsic Value

 

Outstanding at December 31, 2006

 

2,571,000

 

$

44.07

 

7.2

 

$

139,206,000

 

(1,430,000 exercisable)

 

 

 

42.15

 

6.4

 

80,178,000

 

Granted

 

476,000

 

74.24

 

 

 

11,399,000

 

Exercised

 

1,316,000

 

42.38

 

 

 

49,537,000

 

Forfeited

 

94,000

 

55.18

 

 

 

4,065,000

 

Expired

 

4,000

 

34.09

 

 

 

225,000

 

Outstanding at September 30, 2007

 

1,633,000

 

53.60

 

7.7

 

72,818,000

 

(627,000 exercisable)

 

 

 

40.32

 

6.3

 

$

36,310,000

 

 

The aggregate intrinsic value represents the total pretax intrinsic value (the difference between U.S. Cellular’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2007. This amount will change in future periods based on the market price of U.S. Cellular’s stock.

 

21



 

Long-Term Incentive Plan – Restricted Stock Units—U.S. Cellular grants restricted stock unit awards, which generally vest after three years, to key employees. U.S. Cellular estimates the fair value of restricted stock units based on the closing market price of U.S. Cellular shares on the date of grant. U.S. Cellular granted 137,000 and 128,000 restricted stock units during the nine months ended September 30, 2007 and 2006, respectively.

 

A summary of U.S. Cellular nonvested restricted stock units at September 30, 2007 and changes during the nine months then ended is presented in the tables that follow:

 

Liability Classified Awards

 

 

 

 

 

Weighted Average

 

 

 

 

 

Grant-Date

 

 

 

Number of

 

Fair Values of

 

 

 

Restricted Stock Units

 

Restricted Stock Units

 

Nonvested at December 31, 2006

 

57,000

 

$

38.65

 

Granted

 

 

 

Vested

 

57,000

 

38.65

 

Forfeited

 

 

 

Nonvested at September 30, 2007

 

 

$

 

 

Equity Classified Awards

 

 

 

 

 

Weighted Average

 

 

 

 

 

Grant-Date

 

 

 

Number of

 

Fair Values of

 

 

 

Restricted Stock Units

 

Restricted Stock Units

 

Nonvested at December 31, 2006

 

288,000

 

$

51.54

 

Granted

 

137,000

 

74.09

 

Vested

 

 

 

Forfeited

 

35,000

 

54.96

 

Nonvested at September 30, 2007

 

390,000

 

$

59.09

 

 

Long-Term Incentive Plan – Deferred Compensation Stock Units—Certain U.S. Cellular employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred. All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in U.S. Cellular Common Share stock units. The matching contributions also are deemed to be invested in U.S. Cellular Common Share stock units, with the number of such units determined based on the dollar amount of the matching contribution and the closing market price of U.S. Cellular Common Shares on the date of the match.

 

A summary of U.S. Cellular nonvested deferred compensation stock units at September 30, 2007 and changes during the nine months then ended is presented in the table below:

 

 

 

 

 

Weighted Average
Grant-Date

 

 

 

Number of

 

Fair Values

 

 

 

Stock Units

 

of Stock Units

 

Nonvested at December 31, 2006

 

2,400

 

$

51.39

 

Granted

 

2,600

 

70.55

 

Vested

 

 

 

Forfeited

 

 

 

Nonvested at September 30, 2007

 

5,000

 

$

61.35

 

 

Employee Stock Purchase Plan—Under the 2003 Employee Stock Purchase Plan, eligible employees of U.S. Cellular and its subsidiaries may purchase a limited number of U.S. Cellular Common Shares on a quarterly basis. The per share cost to each participant is 85% of the market value of the Common Shares as of the issuance date. U.S. Cellular employees are also eligible to participate in the TDS employee stock purchase plan. The per share costs in the TDS plan are the same as those for the U.S. Cellular plan. U.S. Cellular issued 5,400 shares during the nine months ended September 30, 2007. No shares were issued during the nine months ended September 30, 2006.

 

22



 

Non-Employee Director Compensation Plan— Under the Non-Employee Director Compensation Plan, U.S. Cellular has reserved 3,100 Common Shares of U.S. Cellular for issuance as compensation to members of the board of directors who are not employees of U.S. Cellular or TDS. U.S. Cellular issued 700 shares during the nine months ended September 30, 2007 and 40 shares during the nine months ended September 30, 2006.

 

During the three and nine months ended September 30, 2007 and 2006, U.S. Cellular recognized stock-based compensation costs of $3.2 million and $11.4 million and $5.7 million and $16.1 million, respectively. At September 30, 2007, unrecognized compensation cost for all U.S. Cellular stock-based compensation awards was $17.0 million. The unrecognized compensation cost for stock-based compensation awards at September 30, 2007 is expected to be recognized over a weighted average period of one year.

 

21.         Subsequent Event

 

On October 25, 2007, U.S. Cellular entered into a third ASR to purchase 168,000 of its Common Shares from an investment banking firm in a private transaction under the Limited Authorization. Including a commission payable to the investment banking firm, the shares were repurchased for $16.2 million or $96.52 per share. See Note 18 Common Share Repurchase Program for additional information.

 

23



 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with U.S. Cellular’s interim consolidated financial statements included in Item 1 above, and with its audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2006.

 

OVERVIEW

 

United States Cellular Corporation (“U.S. Cellular”) owns, operates and invests in wireless markets throughout the United States. U.S. Cellular is an 80.7%-owned subsidiary of Telephone and Data Systems, Inc. (“TDS”) as of September 30, 2007.

 

U.S. Cellular differentiates itself from its competitors through a customer satisfaction strategy, reflecting a customer service focus, a high-quality wireless network and broad product distribution. U.S. Cellular’s business development strategy is to acquire, develop and operate controlling interests in wireless licenses in areas adjacent to or in proximity to its other wireless licenses, thereby building contiguous operating market areas. U.S. Cellular’s operating strategy is to strengthen the geographic areas where it can continue to build long-term operating synergies and to exit those areas where it does not have opportunities to build such synergies.

 

U.S. Cellular offers wireless telephone service to approximately 6 million customers covering six market areas in 26 states as of September 30, 2007. U.S. Cellular owned, or had the right to acquire pursuant to certain agreements, interests in 253 wireless markets at September 30, 2007.

 

Results of Operations

 

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

 

Operating highlights in the first nine months of 2007 include the following:

 

            Total customers increased 6% year-over-year to 6,067,000; net retail customer additions were 269,000, up 35% from the prior year;

 

            The retail postpay churn rate was 1.4% per month. The total postpay churn rate per month, including reseller customers, was 1.7%;

 

            Average monthly service revenue per customer increased 8% year-over-year to $50.66;

 

            Cash flows from operating activities were $617.4 million, an increase of 24% year-over-year. During the period, U.S. Cellular paid off all outstanding balances under its revolving credit facility and, at September 30, 2007, had cash and cash equivalents totaling $182.0 million; and

 

            Additions to property, plant and equipment totaled $377.4 million, including expenditures to construct cell sites, increase capacity in existing cell sites and switches, outfit new and remodel existing retail stores and continue the development and enhancements of U.S. Cellular’s office systems. Total cell sites in service increased 9% year-over-year to 6,255.

 

24



 

Service Revenues increased $338.6 million, or 14%, to $2,721.3 million in the nine months ended September 30, 2007 from $2,382.7 million in 2006. Revenues from data products and services increased 71% to $260.1 million in the nine months ended September 30, 2007 from $152.0 million in 2006 as customers continue to increase usage of U.S. Cellular’s easyedgeSM products and offerings such as Short Messaging Service (SMS) and BlackBerry® handsets and service.

 

Operating Income increased $106.6 million, or 47%, to $332.9 million in the nine months ended September 30, 2007 from $226.3 million in 2006. The increase in Operating Income reflected both higher operating revenues and a higher operating income margin (as a percent of service revenues), which was 12.2% in the nine months ended September 30, 2007 compared to 9.5% in 2006.

 

Although operating income margin improved in 2007 on a year-over-year basis, U.S. Cellular anticipates that there will be continued pressure on its operating income and operating income margin in the next few years related to the following factors:

 

                  costs of customer acquisition and retention;

                  effects of competition;

                  providing service in recently launched areas;

                  potential increases in prepaid and reseller customers as a percentage of U.S. Cellular’s customer base;

                  costs of developing and introducing new products and services;

                  continued enhancements to its wireless networks: and

                  uncertainty in future eligible telecommunication carrier (“ETC”) funding.

 

Investment and Other Income (Expense) totaled $139.8 million in the nine months ended September 30, 2007 and $(11.8) million in the same period of 2006. During the second quarter of 2007, U.S. Cellular elected to settle prepaid forward contracts related to Vodafone ADRs by delivering Vodafone ADRs and to sell the remaining Vodafone ADRs. In connection with the delivery and sale of the ADRs, U.S. Cellular recognized a pre-tax gain of $131.7 million.

 

Net Income in the first nine months ended September 30, 2007 increased 128% to $285.5 million compared to $125.4 million in 2006. Basic Earnings per Share was $3.25 in 2007, which was $1.81 higher than last year and Diluted Earnings per Share was $3.22, which was $1.80 higher than last year. The increases in Net Income and Earnings per Share in 2007 compared to 2006 were attributable primarily to higher Operating Income and the gain recognized on the delivery and disposition of the Vodafone ADRs as discussed above.

 

During 2007, U.S. Cellular will continue to face challenges resulting from competition in the wireless industry and changes in the regulatory environment, including the effects of potential changes to the rules governing universal service. In addressing these challenges, U.S. Cellular will continue to focus on improving customer satisfaction, enhancing the quality of its networks and expanding its product and service offerings.

 

25



 

RESULTS OF OPERATIONS

 

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006.

 

Following is a table of summarized operating data for U.S. Cellular’s consolidated operations.

 

 

 

2007

 

2006

 

As of September 30, (1a)

 

 

 

 

 

Total market population (2)

 

81,841,000

 

55,543,000

 

Customers (3)

 

6,067,000

 

5,729,000

 

Market penetration (4)

 

7.41

%

10.3

%

Total full-time equivalent employees

 

7,634

 

7,571

 

Cell sites in service

 

6,255

 

5,726

 

For the Nine Months Ended September 30, (1b)

 

 

 

 

 

Net customer additions (5)

 

246,000

 

224,000

 

Net retail customer additions (5)

 

269,000

 

200,000

 

Average monthly service revenue per customer (6)

 

$

50.66

 

$

46.92

 

Retail postpay churn rate per month (7)

 

1.4

%

1.6

%

Total postpay churn rate per month (7)

 

1.7

%

1.5

%

Sales and marketing cost per gross customer addition (8)

 

$

468

 

$

467

 

 

(1a)   Amounts in 2007 include information related to all markets included in U.S. Cellular’s consolidated operations as of September 30, 2007. Such markets include: (i) the market acquired during February 2007 from February 1 through September 30, 2007; and (ii) the markets related to the 17 licenses granted to Barat Wireless by the FCC in April 2007 which are incremental to U.S. Cellular’s currently owned or acquirable markets from April 30, 2007 through September 30, 2007. Amounts in 2006 include information related to all markets included in U.S. Cellular’s consolidated operations as of September 30, 2006. Such markets include: (i) the 11 markets granted to Carroll Wireless by the FCC in January 2006 for the period January 6 through September 30, 2006; and (ii) the additional market interest acquired during April 2006 for the period April 1, 2006 through September 30, 2006.

 

(1b)   Amounts in 2007 include results from all markets included in U.S. Cellular’s consolidated operations for the period January 1, 2007 through September 30, 2007. The market acquired in February 2007 is included for the period February 1, 2007 through September 30, 2007. Amounts in 2006 include results from all markets included in U.S. Cellular’s consolidated operations for the period January 1, 2006 through September 30, 2006. The 11 markets granted to Carroll Wireless by the FCC in January 2006 are included for the period January 6 through September 30, 2006. The additional market interest acquired during April 2006 is included for the period April 1, 2006 through September 30, 2006.

 

(2)     Represents 100% of the population of the markets in which U.S. Cellular had a controlling financial interest for financial reporting purposes as of September 30 of each respective year.

 

(3)                U.S. Cellular’s customer base consists of the following types of customers:

 

 

 

September 30,

 

 

 

2007

 

2006

 

Customers on postpay service plans in which the end user is a customer of U.S. Cellular (“postpay customers”)

 

5,199,000

 

4,818,000

 

End user customers acquired through U.S. Cellular’s agreement with a third party (“reseller customers”) *

 

567,000

 

602,000

 

Total postpay customers

 

5,766,000

 

5,420,000

 

Customers on prepaid service plans in which the end user is a customer of U.S. Cellular (“prepaid customers”)

 

301,000

 

309,000

 

Total customers

 

6,067,000

 

5,729,000

 

 

* Pursuant to its agreement with the third party, U.S. Cellular is compensated by the third party on a postpay basis; as a result, all customers U.S. Cellular has acquired through this agreement are considered to be postpay customers.

 

(4)                Calculated using 2006 and 2005 Claritas population estimates for 2007 and 2006, respectively. “Total market population” is used only for the purposes of calculating market penetration, which is calculated by dividing customers by the total market population, including unbuilt licenses (without duplication of population in overlapping markets).

 

(5)                “Net customer additions” represents the number of net customers added to U.S. Cellular’s overall customer base through all of its marketing distribution channels, excluding any customers transferred through acquisitions, divestitures or exchanges. “Net retail customer additions” represents the number of net customers added to U.S. Cellular’s customer base, excluding net reseller customers added to its reseller customer base, through its marketing distribution channels, excluding any customers transferred through acquisitions, divestitures or exchanges. See “Operating Income” below for information related to U.S. Cellular’s estimate of net retail customer additions for the full year 2007.

 

26



 

(6)                Management uses this measurement to assess the amount of service revenue that U.S. Cellular generates each month on a per customer basis. Variances in this measurement are monitored and compared to variances in expenses on a per customer basis. Average monthly service revenue per customer is calculated as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Service Revenues per Consolidated Statements of Operations

 

$

2,721,341

 

$

2,382,747

 

 

 

 

 

 

 

Divided by average customers during period (000s) *

 

5,969

 

5,642

 

 

 

 

 

 

 

Divided by number of months in each period

 

9

 

9

 

 

 

 

 

 

 

Average monthly service revenue per customer

 

$

50.66

 

$

46.92

 

 

*                 “Average customers during period” is calculated by adding the number of total customers, including reseller customers, at the beginning of the first month of the period and at the end of each month in the period and dividing by the number of months in the period plus one. Acquired and divested customers are included in the calculation on a prorated basis for the amount of time U.S. Cellular included such customers during each period.

 

(7)                Postpay churn rate per month represents the percentage of the postpay customer base that disconnects service each month. Total postpay churn rate includes both retail postpay customers and reseller customers. Retail postpay churn rate includes only retail postpay customers. Effective for 2007, consistent with a change in U.S. Cellular’s operating practices with its reseller, U.S. Cellular reports reseller customer disconnects as postpay disconnects in the period in which the reseller customers are disconnected by the reseller. Previously, only those reseller customer numbers that were disconnected from U.S. Cellular’s network were counted in the number of postpay disconnects; this previous practice reflected the fact that reseller customers could disconnect service without the associated account numbers being disconnected from U.S. Cellular’s network if the reseller elected to reuse the customer telephone numbers.

 

Total reseller disconnects totaled 229,000 for the nine months ended September 30, 2007. On a comparable basis, total reseller disconnects for the nine months ended September 30, 2006 were estimated to be 305,000, versus the previously reported total of 57,000. The total postpay churn rate per month for the nine months ended September 30, 2007 was 1.7%. On a comparable basis, the total postpay churn rate per month for the nine months ended September 30, 2006 was estimated to be 2.0%, versus the previously reported figure of 1.5%.

 

(8)                Sales and marketing cost per gross customer addition for 2007 and for 2006 is not comparable as a result of the change in U.S. Cellular’s operating practices with its reseller as discussed in footnote (7) above. For a discussion of the components of this calculation, see “Operating expenses — Selling, general and administrative expenses”, below. Excluding the impact of reseller gross customer additions, sales and marketing cost per gross customer addition in 2007 was $554 compared to $503 in 2006.

 

Operating Revenues increased $351.2 million, or 14%, to $2,922.2 million in 2007 from $2,571.0 million in 2006.

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

Retail service

 

$

2,357,998

 

$

2,091,231

 

Inbound roaming

 

150,195

 

117,895

 

Long-distance and other service revenues

 

213,148

 

173,621

 

Service Revenues

 

2,721,341

 

2,382,747

 

Equipment sales

 

200,813

 

188,289

 

 

 

$

2,922,154

 

$

2,571,036

 

 

Service revenues increased $338.6 million, or 14%, to $2,721.3 million in 2007 from $2,382.7 million in 2006. Service revenues primarily consist of: (i) charges for access, airtime, roaming, recovery of regulatory costs and value-added services, including data products and services, provided to U.S. Cellular’s retail customers and to end users through third party resellers (“retail service”); (ii) charges to other wireless carriers whose customers use U.S. Cellular’s wireless systems when roaming (“inbound roaming”); (iii) charges for long-distance calls made on U.S. Cellular’s systems; and (iv) amounts received from the Federal Universal Service Fund (“USF”). The increase in service revenues in 2007 was primarily due to the following factors:

 

                  a 6% growth in the average customer base; and

                  an 8% increase in monthly service revenue per customer, which averaged $50.66 in the first nine months of 2007 and $46.92 in the first nine months of 2006.

 

27



 

Retail service revenues increased $266.8 million, or 13%, to $2,358.0 million in 2007 from $2,091.2 million in 2006. Growth in U.S. Cellular’s average customer base and an increase in average monthly retail revenue per customer, driven by growth in revenues from data services and higher regulatory fees such as universal service fund contributions which are billed to customers, were the primary reasons for the increase in retail service revenue. Average monthly retail service revenue per customer increased 7% to $43.89 in 2007 from $41.18 in 2006.

 

U.S. Cellular’s average customer base increased 6% in 2007, primarily driven by the 332,000 net new customer additions that U.S. Cellular generated from its marketing (including reseller) distribution channels over the past twelve months. The average number of customers also was affected by the timing of acquisitions, divestitures and exchanges.

 

U.S. Cellular anticipates that its customer base will increase during 2007 as a result of its continuing focus on customer satisfaction, attractively priced service plans, a broader line of handsets and other products, improvements in distribution and growth in customers in newer markets. However, the level of growth in the customer base for 2007 will depend upon U.S Cellular’s ability to attract new customers and retain existing customers in a highly, and increasingly, competitive marketplace. See Operating Income below for U.S. Cellular’s estimate of net retail customer additions for the full year.

 

Monthly retail minutes of use per customer increased to 843 in 2007 from 691 in 2006, primarily driven by U.S. Cellular’s focus on designing sales incentive programs and customer billing rate plans to stimulate overall usage. The impact on retail service revenues of the increase in average monthly minutes of use was offset by a decrease in average revenue per minute of use. The decrease in average revenue per minute of use reflects the impact of increasing competition, which has led to the inclusion of an increasing number of minutes in package pricing plans and the inclusion of features such as unlimited night and weekend minutes in certain pricing plans. U.S. Cellular anticipates that its average revenue per minute of use may continue to decline in the future, reflecting increased competition and continued penetration of the consumer market.

 

Revenues from data products and services grew significantly year-over-year, totaling $260.1 million in 2007 compared to $152.0 million in 2006 and representing 10% of total service revenues, compared to 6% of total service revenues in the prior year. Such growth, which positively impacted average monthly retail service revenues per customer, reflected customers’ continued increasing acceptance and usage of U.S. Cellular’s easyedgeSM products and offerings such as Short Messaging Services (“SMS”) and BlackBerry® handsets and service.

 

Inbound roaming revenues increased $32.3 million, or 27%, to $150.2 million in 2007 from $117.9 million in 2006. The increase in revenues was related primarily to an increase in roaming minutes of use, partially offset by a decrease in revenue per roaming minute of use. The increase in inbound roaming minutes of use was driven primarily by the overall growth in the number of customers and retail minutes of use per customer throughout the wireless industry and an increase in inbound traffic from other wireless carriers. The decline in revenue per minute of use is primarily due to the general downward trend in negotiated rates, and the changing mix of traffic from various carriers with different negotiated rates.

 

U.S. Cellular anticipates that inbound roaming minutes of use might continue to grow over the next few years, reflecting continuing industry-wide growth in customers and retail minutes of use per customer and increased usage of data services while roaming, but that the rate of growth will decline due to higher penetration and slower overall growth in the consumer wireless market. In addition, U.S. Cellular anticipates that the rate of decline in average inbound roaming revenue per roaming minute of use may be lower over the next few years, reflecting the wireless industry trend toward longer term negotiated rates.

 

Long-distance and other service revenues increased $39.5 million, or 23%, to $213.1 million in 2007 from $173.6 million in 2006. The increase reflected a $15.9 million increase in long-distance revenues and a $23.6 million increase in other revenues. The increase in long-distance revenues was driven by an increase in the volume of long-distance calls billed both to U.S. Cellular’s customers and to other wireless carriers whose customers used U.S. Cellular’s systems to make long-distance calls. The growth in other revenues was due primarily to an increase in ETC funds that were received from the USF. At September 30, 2007 and 2006, U.S. Cellular was eligible to receive ETC funds in nine and seven states, respectively.

 

28



 

Equipment sales revenues increased $12.5 million, or 7%, to $200.8 million in 2007 from $188.3 million in 2006. Equipment sales revenues include revenues from sales of handsets and related accessories to both new and existing customers, as well as revenues from sales of handsets to agents. All equipment sales revenues are recorded net of anticipated rebates.

 

U.S. Cellular continues to offer a competitive line of quality handsets to both new and existing customers. U.S. Cellular’s customer retention efforts include offering new handsets at discounted prices to existing customers as the expiration date of the customer’s service contract approaches. U.S. Cellular also continues to sell handsets to agents; this practice enables U.S. Cellular to provide better control over the quality of handsets sold to its customers, establish roaming preferences and earn quantity discounts from handset manufacturers which are passed along to agents. U.S. Cellular anticipates that it will continue to sell handsets to agents in the future.

 

The increase in equipment sales revenues in 2007 was driven by increases in both the number of handsets sold and the average revenue per handset sold. The number of handsets sold increased 4% year-over-year, and the average revenue per handset sold increased 3% in 2007 primarily reflecting a continued shift to the sale of more expensive handsets with expanded capabilities.

 

Operating Expenses increased $244.4 million, or 10%, to $2,589.2 million in 2007 from $2,344.8 million in 2006. The major components of operating expenses are shown in the table below.

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

System operations (excluding depreciation,
amortization and accretion included below)

 

$

529,172

 

$

468,980

 

Cost of equipment sold

 

470,356

 

417,489

 

Selling, general and administrative

 

1,141,803

 

1,028,865

 

Depreciation, amortization and accretion

 

447,889

 

429,451

 

 

 

$

2,589,220

 

$

2,344,785

 

 

System operations expenses (excluding depreciation, amortization and accretion) increased $60.2 million, or 13%, to $529.2 million in 2007 from $469.0 million in 2006. System operations expenses include charges from landline telecommunications service providers for U.S. Cellular’s customers’ use of their facilities, costs related to local interconnection to the landline network, charges for maintenance of U.S. Cellular’s network, long-distance charges, outbound roaming expenses and payments to third-party data product and platform developers.

 

Key components of the increase in total system operations expenses were as follows:

 

                  maintenance, utility and cell site expenses increased $22.5 million, or 12%, in 2007, primarily driven by increases in the number of cell sites within U.S. Cellular’s network. The number of cell sites totaled 6,255 and 5,726 as of September 30, 2007 and 2006, respectively, as U.S. Cellular continued to grow by expanding and enhancing coverage in its existing markets and also through acquisitions of existing wireless operations;

                  expenses incurred when U.S. Cellular’s customers used other carriers’ networks while roaming increased $21.5 million, or 21%, due to an increase in roaming minutes of use partially offset by a reduction in cost per minute which resulted from a reduction in negotiated roaming rates; and

                  the cost of network usage for U.S. Cellular’s systems increased $16.2 million, or 9%, as total minutes used on U.S. Cellular’s systems increased 28% in 2007 primarily driven by migration to pricing plans with a larger number of packaged minutes, mostly offset by the ongoing reduction in the per-minute cost of usage for U.S. Cellular’s network. In addition, data network and developer costs increased driven by the increase in data usage.

 

29



 

Management expects total system operations expenses to increase over the next few years, driven by the following factors:

 

                  increases in the number of cell sites within U.S. Cellular’s systems as it continues to add capacity and enhance quality in most markets and continues development activities in recently launched markets; and

                  increases in minutes of use, both on U.S. Cellular’s network and by U.S. Cellular’s customers on other carriers’ networks when roaming.

 

These factors are expected to be partially offset by anticipated decreases in the per-minute cost of usage both on U.S. Cellular’s network and on other carriers’ networks.

 

Cost of equipment sold increased $52.9 million, or 13%, to $470.4 million in 2007 from $417.5 million in 2006. The increase was driven by an increase in the number of handsets sold and the change in mix of handsets being sold, as discussed above.

 

Selling, general and administrative expenses increased $112.9 million, or 11%, to $1,141.8 million in 2007 from $1,028.9 million in 2006. Selling, general and administrative expenses primarily consist of salaries, commissions and expenses of field sales and retail personnel and offices; agent commissions and related expenses; corporate marketing, merchandise management and telesales department salaries and expenses; advertising; and public relations expenses. Selling, general and administrative expenses also include the costs of operating U.S. Cellular’s customer care centers and the majority of U.S. Cellular’s corporate expenses.

 

The increase in selling, general and administrative expenses in 2007 is primarily due to higher expenses associated with acquiring, serving and retaining customers, driven in part by an increase in U.S. Cellular’s customer base. Key components of the increase in selling, general and administrative expenses were as follows:

 

                  a $42.2 million, or 70%, increase in expenses related to federal universal service fund contributions and other regulatory fees and taxes (most of the expenses related to universal service fund contributions are offset by increases in retail service revenues for amounts passed through to customers) due to both an increase in the contribution rate and an increase in service revenues;

                  a $36.5 million, or 12%, increase in expenses related to compensation of agents and sales employees to support growth in customers and revenues in recently acquired and existing markets;

                  an $11.3 million, or 27%, increase in consulting and outsourcing costs as U.S. Cellular increased its use of third parties to perform certain functions and participate in certain projects;

                  a $9.3 million, or 2%, increase in expenses primarily related to the operations of U.S. Cellular’s regional support offices;

                  a $6.9 million, or 27%, increase in non-income tax expenses primarily due to both an increase in property taxes due to the increase in the number of cell sites and an increase in an accrual related to settling disputes with various municipalities and St. Louis County in Missouri over business license taxes imposed on “telephone” service. U.S. Cellular settled this matter in October 2007; and

                  a $3.9 million, or 3%, increase in advertising expenses primarily due to an increase in media purchases.

 

The above increases were partially offset by a gain on sale of assets of $5.0 million in 2007, related to an agreement entered into during December 2006 to sell accounts receivable written off during previous years. See “Liquidity and Capital Resources” for additional information regarding the sale.

 

Management uses the sales and marketing cost per gross customer addition measurement to assess both the cost of acquiring customers on a per gross customer addition basis and the efficiency of its marketing efforts. Sales and marketing cost per gross customer addition is not calculable using financial information derived directly from the Consolidated Statements of Operations. The definition of sales and marketing cost per gross customer addition that U.S. Cellular uses as a measure of the cost to acquire additional customers through its marketing distribution channels may not be comparable to similar measures that are reported by other companies.

 

30



 

Sales and marketing cost per gross customer addition was $468 in 2007 compared to $467 in 2006. As discussed in footnotes (4) and (5) in the table below, there was a change in the reporting of reseller gross customer additions during 2007. Excluding the impact of reseller gross customer additions, sales and marketing cost per gross customer addition in 2007 was $554 compared to $503 in 2006. The increase was primarily due to increased sales employee and agent expenses as discussed above as well as higher losses on sales of handsets.

 

Below is a summary of sales and marketing cost per gross customer addition for each period:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands,
except per customer amounts)

 

Components of cost:

 

 

 

 

 

Selling, general and administrative expenses related to the
acquisition of new customers (1)

 

$

487,769

 

$

448,315

 

Cost of equipment sold to new customers (2)

 

351,451

 

297,533

 

Less equipment sales revenue from new customers (3)

 

(219,551

)

(211,167

)

Total costs

 

619,669

 

534,681

 

Gross customer additions (000s) (4)

 

1,324

 

1,146

 

Sales and marketing cost per gross customer addition (5)

 

$

468

 

$

467

 

 

(1)          Selling, general and administrative expenses related to the acquisition of new customers is reconciled to total selling, general  and administrative expenses as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Selling, general and administrative expenses, as reported

 

$

1,141,803

 

$

1,028,865

 

Less expenses related to serving and retaining customers

 

(654,034

)

(580,550

)

Selling, general and administrative expenses related to
the acquisition of new customers

 

$

487,769

 

$

448,315

 

 

(2)          Cost of equipment sold to new customers is reconciled to cost of equipment sold as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Cost of equipment sold as reported

 

$

470,356

 

$

417,489

 

Less cost of equipment sold related to the retention of
current customers

 

(118,905

)

(119,956

)

Cost of equipment sold to new customers

 

$

351,451

 

$

297,533

 

 

(3)          Equipment sales revenue from new customers is reconciled to equipment sales revenues as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Equipment sales revenue as reported

 

$

200,813

 

$

188,289

 

Less equipment sales revenues related to the retention of current customers, excluding agent rebates

 

(31,897

)

(40,398

)

Add agent rebate reductions of equipment sales revenues related to the retention of current customers

 

50,635

 

63,276

 

Equipment sales revenues from new customers

 

$

219,551

 

$

211,167

 

 

31



 

(4)          Gross customer additions represent customers added to U.S. Cellular’s customer base through its marketing distribution channels during the respective periods presented, including customers added through a third party reseller. Effective for 2007, consistent with a change in U.S. Cellular’s operating practices with its reseller, U.S. Cellular reports all reseller customer activations as gross additions in the period in which such reseller customer activations occur. Previously, only net customer activations as reported by the reseller were counted in the number of gross additions; this previous practice reflected the fact that certain reseller customer activations involved the reseller’s reuse of telephone numbers that had not been disconnected from U.S. Cellular’s network at the time of an earlier reseller customer disconnect. Reseller gross customer additions for the nine months ended September 30, 2007 totaled 206,000. On a comparable basis, reseller gross customer additions for the nine months ended September 30, 2006 were estimated to be 329,000, versus the previously reported total of 82,000.

 

(5)          Sales and marketing cost per gross customer addition for 2007 and for 2006 is not comparable as a result of the change in operating practices with the reseller (see footnote (4) above). Excluding the impact of reseller gross customer additions, sales and marketing costs per gross customer addition for 2007 was $554 compared to $503 for 2006.

 

Monthly general and administrative expenses per customer, including the net costs related to the renewal or upgrade of service contracts of existing U.S. Cellular customers (“net customer retention costs”), increased to $14.74 in 2007 from $14.25 in 2006, primarily due to the increase in employee-related expenses associated with serving and retaining customers and an increase in expense related to the federal universal service fund contributions and other regulatory fees and taxes.

 

Management uses the monthly general and administrative expenses per customer measurement to assess the cost of serving and retaining its customers on a per unit basis. This measurement is reconciled to total selling, general and administrative expenses as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands,
except per customer amounts)

 

Components of cost (1)

 

 

 

Selling, general and administrative expenses as reported

 

$

1,141,803

 

$

1,028,865

 

Less selling, general and administrative expenses related to the acquisition of new customers

 

(487,769

)

(448,315

)

Add cost of equipment sold related to the retention of current customers

 

118,905

 

119,956

 

Less equipment sales revenues related to the retention of current customers, excluding agent rebates

 

(31,897

)

(40,398

)

Add agent rebate reductions of equipment sales revenues related to the retention of current customers

 

50,635

 

63,276

 

Net cost of serving and retaining customers

 

$

791,677

 

$

723,384

 

Divided by average customers during period (000s) (2)

 

5,969

 

5,642

 

Divided by nine months in each period

 

9

 

9

 

 

 

 

 

 

 

Average monthly general and administrative expenses per customer

 

$

14.74

 

$

14.25

 

 

(1)   These components were previously identified in the summary of sales and marketing cost per customer addition and related footnotes above.

(2)   The calculation of “Average customers during the period” is set forth in footnote 6 of the table of summarized operating data above.

 

Depreciation, amortization and accretion expense increased $18.4 million, or 4%, to $447.9 million in 2007 from $429.5 million in 2006.

 

Depreciation expense increased $34.2 million, or 9%, to $416.7 million in 2007 from $382.5 million in 2006. The majority of the increase reflects a higher average fixed assets balance, which increased 10% for the period from January 1 through September 30, 2007 as compared to the same period in the prior year. The increase in fixed assets in 2007 resulted from the following factors:

 

                  the addition of 529 cell sites to U.S. Cellular’s network since September 30, 2006; and

                  the addition of radio channels and switching capacity to U.S. Cellular’s network to accommodate increased usage.

 

See “Financial Resources” and “Liquidity and Capital Resources” for further information regarding capital expenditures.

 

32



 

In 2007, depreciation expense included charges of $7.8 million related to disposals of assets, trade-ins of older assets for replacement assets and write-offs of TDMA equipment upon disposal or consignment for future sale. In 2006, depreciation expense included charges of $12.2 million related to such disposals, trade-ins and write-offs.

 

Amortization and accretion expense decreased $19.9 million in 2007 primarily due to the billing system becoming fully amortized in 2006 and a decrease in customer list amortization.

 

Loss on impairment of intangible assets totaled $4.0 million in 2007. In accordance with FASB Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), U.S. Cellular performed the annual impairment test for its investment in licenses in the second quarter of 2007. In accordance with SFAS 142, the Company performs the annual impairment tests of licenses at the unit of accounting level. U.S. Cellular’s license impairments in 2007 were $2.1 million and related to two of its six units of accounting in which operations have not yet begun. Fair values for such units of accounting were determined by reference to values established by auctions and other market transactions involving licenses comparable to those included in each specific unit of accounting. The 2006 annual testing resulted in no impairments.

 

U.S. Cellular performed an impairment test for its customer lists in the third quarter of 2007. Certain customer lists were identified as impaired, resulting in a $1.9 million charge. No customer lists were impaired in 2006.

 

Operating Income

 

Operating income increased $106.6 million, or 47%, to $332.9 million in 2007 from $226.3 million in 2006. Operating income margin (as a percent of service revenues) was 12.2% in 2007 and 9.5% in 2006.

 

The increases in operating income and operating income margin were due to the fact that operating revenues increased more, in both dollar and percentage terms, than operating expenses, as a result of the factors which are described in detail in Operating Revenues and Operating Expenses above.

 

U.S. Cellular expects the above factors to continue to have an effect on operating income and operating income margin for the next several quarters. Any changes in the above factors, as well as the effects of other drivers of U.S. Cellular’s operating results, may cause operating income and operating income margin to fluctuate over the next several quarters.

 

The following are U.S. Cellular’s estimates of full-year 2007 service revenues; depreciation, amortization and accretion expenses; operating income; and net retail customer additions. The following estimates were updated by U.S. Cellular on November 6, 2007, and continue to represent U.S. Cellular’s estimates as of the date of the filing of this Form 10-Q . Such forward-looking information should not be assumed to be accurate as of any future date. 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 these estimated results.

 

 

 

2007 Estimated Results

 

2006 Actual Results

 

Service revenues

 

$ 3.6 - $3.7 billion

 

$

3.2 billion

 

Depreciation, amortization and accretion expenses

 

Approx. $600 million

 

$

575.1 million

 

Operating income

 

$ 410 - $460 million

 

$

289.9 million

 

Net retail customer additions

 

375,000 – 425,000

 

297,000

 

 

Investment and Other Income (Expense) totaled $139.8 million in 2007 and $(11.8) million in 2006.

 

Equity in earnings of unconsolidated entities increased $5.0 million, or 8%, to $69.9 million in 2007 from $64.9 million in 2006. Equity in earnings of unconsolidated entities primarily represents U.S. Cellular’s share of net income from the markets in which it has a minority interest and accounts for by the equity method. U.S. Cellular’s investment in the Los Angeles SMSA Limited Partnership contributed $54.3 million and $46.5 million to equity in earnings of unconsolidated entities in 2007 and 2006, respectively.

 

33



 

Interest and dividend income decreased $2.4 million to $8.6 million in 2007 from $11.0 million in 2006. Interest income of $7.3 million in 2007 primarily includes interest earned on U.S. Cellular’s cash balances. Interest income of $3.6 million in 2006 includes amounts earned related to the settlement of a sales tax audit as well as interest earned on U.S. Cellular’s cash balances. Dividend income of $1.3 million in 2007 primarily relates to dividends received from cost method investments. Dividend income of $7.4 million in 2006 resulted from U.S. Cellular’s investment in Vodafone American Depositary Receipts (“ADRs”).

 

Fair value adjustment of derivative instruments resulted in losses of $5.4 million and $17.4 million in 2007 and 2006, respectively. Fair value adjustment of derivative instruments reflects the change in the fair value of the bifurcated embedded collars within the forward contracts related to the Vodafone marketable equity securities not designated as a hedge. The accounting for the embedded collars as derivative instruments not designated as a hedge resulted in increased volatility in the results of operations, as fluctuations in the market price of the underlying Vodafone marketable equity securities resulted in changes in the fair value of the embedded collars being recorded in the Consolidated Statements of Operations.

 

Gain on sale of investments totaled $131.7 million in 2007, related to the settlement of forward contracts related to Vodafone ADRs and sale of the remaining ADRs. See “Liquidity and Capital Resources” for additional information regarding these transactions.

 

Interest expense decreased $5.6 million, or 8%, to $64.6 million in 2007 from $70.2 million in 2006. Interest expense in 2007 is primarily related to U.S. Cellular’s 6.7% senior notes ($27.8 million); its 7.5% senior notes ($18.8 million); its 8.75% senior notes ($8.5 million); its Vodafone forward contracts ($3.5 million); and its revolving credit facility with a series of banks ($4.3 million). Interest expense in 2006 is primarily related to U.S. Cellular’s 6.7% senior notes ($27.8 million); its 7.5% senior notes ($18.8 million); its 8.75% senior notes ($8.5 million); its Vodafone forward contracts ($6.6 million); and its revolving credit facility with a series of banks ($6.8 million).

 

For information regarding U.S. Cellular’s Revolving Credit Facility and Long-Term Debt, see “Liquidity and Capital Resources — Revolving Credit Facility” and “Long-Term Debt” below.

 

Income Taxes

 

Income tax expense increased $98.6 million, or 127%, to $176.5 million in 2007 from $77.9 million in 2006 primarily due to higher income before taxes and minority interest. The overall effective tax rate on income before income taxes and minority interest for the nine months ended September 30, 2007 and 2006 was 37.9% and 36.3%, respectively. The effective tax rate for the 2007 period is 1.6 percentage points higher than 2006 primarily due to a reduction in state tax expense in 2006. For further analysis and discussion of U.S. Cellular’s effective tax rates in 2007 and 2006, see Note 6 — Income Taxes of Notes to Consolidated Financial Statements included herein.

 

TDS and U.S. Cellular are parties to a Tax Allocation Agreement, pursuant to which U.S. Cellular and its subsidiaries are included in a consolidated federal income tax return and in state income or franchise tax returns in certain situations with other members of the TDS consolidated group. For financial statement purposes, U.S. Cellular and its subsidiaries compute their income, income taxes and credits as if they comprised a separate affiliated group and were not included in the TDS group.

 

Net Income

 

Net income increased $160.1 million, or 128%, to $285.5 million in 2007 from $125.4 million in 2006. Basic earnings per share was $3.25 in 2007 and $1.44 in 2006. Diluted earnings per share was $3.22 in 2007 and $1.42 in 2006. In 2007, increases in net income and earnings per share were attributable primarily to higher Operating Income and the Gain on sale of investments described above.

 

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Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

 

Operating Revenues increased $127.3 million, or 14%, to $1,015.8 million during the third quarter of 2007 from $888.5 million in 2006.

 

 

 

Three Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

Retail service

 

$

814,948

 

$

715,896

 

Inbound roaming

 

60,843

 

43,806

 

Long-distance and other service revenues

 

78,749

 

62,118

 

Service Revenues

 

954,540

 

821,820

 

Equipment sales

 

61,294

 

66,703

 

 

 

$

1,015,834

 

$

888,523

 

 

Service revenues increased $132.7 million, or 16%, to $954.5 million in 2007 from $821.8 million in 2006. The increase in service revenues in 2007 was primarily due to the following factors:

 

                  a 6% growth in the average customer base; and

                  a 10% increase in monthly service revenue per customer, which averaged $52.71 in the third quarter of 2007 and $47.93 in the third quarter of 2006.

 

Retail service revenues increased $99.0 million, or 14%, to $814.9 million in the third quarter of 2007 from $715.9 million in the third quarter of 2006, primarily due to growth in U.S. Cellular’s customer base (6%) and average monthly retail service revenues per customer (8%). Average monthly retail service revenue per customer increased to $45.00 in 2007 from $41.75 in 2006, reflecting an increase in monthly retail minutes of use per customer, to 887 in 2007 from 725 in 2006, partially offset by a decrease in average revenue per minute of use. Other factors in the increase included higher revenues from data services and higher regulatory fees such as universal service fund contributions which are billed to customers.

 

Inbound roaming revenues increased $17.0 million, or 39%, to $60.8 million in the third quarter of 2007 from $43.8 million in the third quarter of 2006. The increase in revenues was related primarily to an increase in inbound roaming minutes of use.

 

Long-distance and other service revenues increased $16.6 million, or 27%, to $78.7 million in the third quarter of 2007 from $62.1 million in the third quarter of 2006. The increase primarily reflected a $5.3 million increase in long-distance revenues and a $10.8 million increase in the amount of ETC funds received from the USF.

 

Equipment sales revenues decreased $5.4 million, or 8%, to $61.3 million in the third quarter of 2007 from $66.7 million in the third quarter of 2006. The decrease in equipment sales revenues in 2007 was driven primarily by a decrease in average revenue per handset sold. Average revenue per handset sold decreased 16% in 2007 while the number of handsets sold increased 9% year-over-year.

 

Operating Expenses increased $103.7 million, or 13%, to $914.9 million during the third quarter of 2007 from $811.2 million in the third quarter of 2006. The major components of operating expenses are shown in the table below.

 

 

 

Three Months Ended
September 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

System operations (excluding depreciation,
amortization and accretion included below)