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 June 30, 2006
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 001-14157

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

30 North LaSalle Street, Chicago, Illinois  60602

(Address of principal executive offices)  (Zip Code)

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

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 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

Non-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 August 31, 2006
Common Shares, $.01 par value			51,432,410 Shares
Special Common Shares, $.01 par value			57,782,076 Shares
Series A Common Shares, $.01 par value			6,445,404 Shares

 

TELEPHONE AND DATA SYSTEMS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2006

INDEX

Part I.		Financial Information			3
		Item 1.	Financial Statements (Unaudited)		3
			Consolidated Statements of Operations Three and Six Months Ended June 30, 2006 and 2005		3
			Consolidated Statements of Cash Flows Six Months Ended June 30, 2006 and 2005		4
			Consolidated Balance Sheets June 30, 2006 and December 31, 2005		5
			Notes to Consolidated Financial Statements		7
		Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
			Six Months Ended June 30, 2006 and 2005		39
			U.S. Cellular Operations		41
			TDS Telecom Operations		50
			Three Months Ended June 30, 2006 and 2005		53
			Recent Accounting Pronouncements		58
			Financial Resources		59
			Liquidity and Capital Resources		61
			Application of Critical Accounting Policies and Estimates		66
			Certain Relationships and Related Transactions		73
			Other Matters		73
			Safe Harbor Cautionary Statement		74
		Item 3.	Quantitative and Qualitative Disclosures About Market Risk		77
		Item 4.	Controls and Procedures		79
Part II.		Other Information			82
		Item 1.	Legal Proceedings		82
		Item 1A.	Risk Factors		82
		Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		82
		Item 5.	Other Information		82
		Item 6.	Exhibits		83
Signatures

 

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PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

		Three Months Ended June 30,						Six Months Ended June 30,
		2006			2005			2006			2005
		(Dollars in thousands, except per share amounts)
Operating Revenues		$	1,065,910		$	969,859		$	2,126,222		$	1,905,646
Operating Expenses
Cost of services and products (exclusive of depreciation, amortization and accretion expense shown below)		369,559			341,830			747,402			684,576
Selling, general and administrative expense		410,468			352,127			801,185			696,576
Depreciation, amortization and accretion expense		179,985			168,575			362,652			338,323
Total Operating Expenses		960,012			862,532			1,911,239			1,719,475
Operating Income		105,898			107,327			214,983			186,171
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities		22,491			18,188			42,296			32,942
Interest and dividend income		146,545			118,896			162,782			127,182
Interest expense		(59,288		)	(54,532		)	(117,820		)	(106,388		)
Gain on investments		91,418			—			91,418			500
Other expense		(540		)	(6,708		)	(1,042		)	(11,029		)
Total Investment and Other Income		200,626			75,844			177,634			43,207
Income Before Income Taxes and Minority Interest		306,524			183,171			392,617			229,378
Income tax expense		122,118			76,980			158,086			94,375
Income Before Minority Interest		184,406			106,191			234,531			135,003
Minority share of income		(11,939		)	(9,135		)	(22,189		)	(14,898		)
Net Income		172,467			97,056			212,342			120,105
Preferred dividend requirement		(50		)	(52		)	(101		)	(102		)
Net Income Available To Common		$	172,417		$	97,004		$	212,241		$	120,003
Basic Weighted Average Shares Outstanding (000s)		115,768			115,224			115,754			115,112
Basic Earnings Per Share (Note 6)		$	1.49		$	0.84		$	1.83		$	1.04
Diluted Weighted Average Shares Outstanding (000s)		116,640			115,959			116,576			115,926
Diluted Earnings Per Share (Note 6)		$	1.48		$	0.83		$	1.82		$	1.03
Dividends Per Share		$	0.0925		$	0.0875		$	0.185		$	0.175

 

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

		Six Months Ended June 30,
		2006			2005
		(Dollars in thousands)
Cash Flows from Operating Activities
Net income		$	212,342		$	120,105
Add (Deduct) adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization and accretion		362,652			338,323
Bad debts expense		26,465			17,764
Deferred income taxes		(32,531		)	1,082
Equity in earnings of unconsolidated entities		(42,296		)	(32,942		)
Distributions from unconsolidated entities		37,399			28,210
Minority share of income		22,189			14,898
(Gain) loss on investments		(91,418		)	(500		)
Stock-based compensation expense		13,022			4,086
Noncash interest expense		10,705			10,129
Other noncash expense		2,805			5,511
Changes in assets and liabilities
Change in accounts receivable		(39,668		)	(29,158		)
Change in materials and supplies		10,503			22,020
Change in accounts payable		(47,956		)	(46,352		)
Change in customer deposits and deferred revenues		4,919			5,261
Change in accrued taxes		67,233			76,878
Change in other assets and liabilities		(27,572		)	(16,963		)
		488,793			518,352
Cash Flows from Investing Activities
Additions to property, plant and equipment		(334,843		)	(307,405		)
Cash received from divestitures		722			500
Cash paid for acquisitions		(18,546		)	(126,033		)
Sales of investments		102,549			—
Other investing activities		(2,887		)	(1,271		)
		(253,005		)	(434,209		)
Cash Flows from Financing Activities
Issuance of notes payable		195,000			310,000
Issuance of long-term debt		560			112,881
Repayment of notes payable		(225,000		)	(290,000		)
Repayment of long-term debt		(1,586		)	(240,752		)
Repayment of medium-term notes		(35,000		)	(17,200		)
TDS Common Shares and Special Common Shares issued for benefit plans		3,047			12,663
U.S. Cellular Common Shares issued for benefit plans		3,856			14,012
Dividends paid		(21,498		)	(20,259		)
Other financing activities		(6,863		)	(816		)
		(87,484		)	(119,471		)
Net Increase (Decrease) in Cash and Cash Equivalents		148,304			(35,328		)
Cash and Cash Equivalents -
Beginning of period		1,095,791			1,171,105
End of period		$	1,244,095		$	1,135,777

 

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

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CONSOLIDATED BALANCE SHEETS

ASSETS

Unaudited

		June 30, 2006			December 31,  2005
		(Dollars in thousands)
Current Assets
Cash and cash equivalents		$	1,244,095		$	1,095,791
Accounts receivable
Due from customers, less allowance of $14,033 and $15,200, respectively		343,353			336,005
Other, principally connecting companies, less allowance of $7,831 and $5,620, respectively		166,979			160,577
Marketable equity securities		272,938			—
Materials and supplies		93,922			103,211
Prepaid expenses		52,747			40,704
Deferred income tax asset		—			13,438
Other current assets		24,458			29,243
		2,198,492			1,778,969
Investments
Marketable equity securities		2,176,706			2,531,690
Licenses		1,370,369			1,365,063
Goodwill		874,100			869,792
Customer lists, net of accumulated amortization of $49,190 and $42,947, respectively,		45,117			49,318
Investments in unconsolidated entities		220,430			215,424
Other investments, less valuation allowance of $55,144 in both periods		11,760			12,274
		4,698,482			5,043,561
Property, Plant and Equipment
In service and under construction		7,441,768			7,140,447
Less accumulated depreciation		3,924,149			3,614,242
		3,517,619			3,526,205
Other Assets and Deferred Charges		56,231			55,830
		$	10,470,824		$	10,404,565

 

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

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CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

Unaudited

		June 30, 2006			December 31, 2005
		(Dollars in thousands)
Current Liabilities
Current portion of long-term debt		$	203,091		$	237,948
Forward contracts		179,832			—
Notes payable		105,000			135,000
Accounts payable		309,851			357,273
Customer deposits and deferred revenues		126,709			121,228
Accrued interest		29,212			28,946
Accrued taxes		119,310			47,180
Accrued compensation		54,495			67,443
Derivative liability		50,828			—
Deferred income tax liability		44,669			—
Other current liabilities		71,936			61,086
		1,294,933			1,056,104
Deferred Liabilities and Credits
Net deferred income tax liability		1,244,331			1,383,031
Derivative liability		413,054			449,192
Asset retirement obligation		173,779			163,093
Other deferred liabilities and credits		107,532			104,984
		1,938,696			2,100,300
Long-Term Debt
Long-term debt, excluding current portion		1,632,577			1,633,519
Forward contracts		1,536,563			1,707,282
		3,169,140			3,340,801
Commitments and Contingencies (See Note 20)
Minority Interest in Subsidiaries		573,041			552,884
Preferred Shares		3,863			3,863
Common Stockholders’ Equity
Common Shares, par value $.01 per share; authorized 100,000,000 shares; issued 56,503,000 and 56,481,000 shares, respectively		565			565
Special Common Shares, par value $.01 per share; authorized 165,000,000 shares, issued 62,887,000 and 62,868,000 shares, respectively		629			629
Series A Common Shares, par value $.01 per share; authorized 25,000,000 shares; issued and outstanding 6,446,000 and 6,440,000 shares; respectively		64			64
Capital in excess of par value		1,833,617			1,826,420
Treasury Shares, at cost:
Common Shares, 5,071,000 and 5,105,000 shares, respectively		(207,524		)	(208,156		)
Special Common Shares 5,105,000 and 5,128,000 shares, respectively		(209,421		)	(210,600		)
Accumulated other comprehensive income		249,694			309,009
Retained earnings		1,823,527			1,632,682
		3,491,151			3,350,613
		$	10,470,824		$	10,404,565

 

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

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TELEPHONE AND DATA SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.               Basis of Presentation

The accounting policies of Telephone and Data Systems, Inc. (“TDS”) conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”).  The consolidated financial statements include the accounts of TDS and its majority-owned subsidiaries, including TDS’s 81.2%-owned wireless telephone subsidiary, United States Cellular Corporation (“U.S. Cellular”), TDS’s 100%-owned wireline telephone subsidiary, TDS Telecommunications Corporation (“TDS Telecom”) and TDS’s 80%-owned printing and distribution company, Suttle Straus, Inc.  In addition, the consolidated financial statements include all entities in which TDS has a variable interest that requires TDS to absorb a majority of the entity’s expected gains or losses, or both.  All material intercompany accounts and transactions have been eliminated.

The consolidated financial statements included herein have been prepared by TDS, 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, TDS believes that the information and 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 TDS’s Annual Report on Form 10-K for the year ended December 31, 2005 (“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 June 30, 2006 and December 31, 2005, and the results of operations for the three and six months ended June 30, 2006 and 2005 and the cash flows for the six months ended June 30, 2006 and 2005.  The results of operations for the three and six months ended June 30, 2006, are not necessarily indicative of the results to be expected for the full year.

Certain prior period amounts, primarily labor, maintenance, rent and utilities expenses at the competitive local exchange carriers (“CLEC”), reported in selling, general and administrative expense have been adjusted to properly reflect the classification of the expenses in cost of service and products in the current period.  Certain expenses, primarily universal service costs, at both the incumbent local exchange carriers (“ILEC”) and the CLEC previously reported in cost of service and products have been adjusted to properly reflect, in accordance with Company policy, the classification of the expenses in selling, general and administrative expense.  For the ILEC, cost of services and products decreased by $1.7 million and $3.3 million with a corresponding increase in selling, general and administrative expenses in the three and six months ended June 30, 2005, respectively.  For the CLEC, cost of services and products increased by $5.9 million and $11.7 million with a corresponding decrease in selling, general and administrative expenses in the three and six months ended June 30, 2005, respectively.  On a TDS consolidated basis, cost of services and products increased by $4.2 million and $8.4 million with a corresponding decrease in selling, general and administrative expenses in the three and six months ended June 30, 2005, respectively.  The adjustments did not affect previously reported revenues, operating income or net income.

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2.               Summary of Significant Accounting Policies

Change in Accounting Principle – Stock-Based Compensation

TDS has established long-term incentive plans, employee stock purchase plans, dividend reinvestment plans, and a non-employee director compensation plan which are described more fully in Note 3 – Stock-Based Compensation. Prior to January 1, 2006, TDS accounted for these plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations, as permitted by Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”. Total stock-based employee compensation cost recognized in the Consolidated Statements of Operations under APB 25 was $2.9 million and $4.1 million for the three and six months ended June 30, 2005, primarily for restricted stock unit and deferred compensation stock unit awards. No compensation cost was recognized in the Consolidated Statements of Operations under APB 25 for stock option awards for the three and six months ended June 30, 2005, because all outstanding options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.  The employee stock purchase plans and dividend reinvestment plans qualified as non-compensatory plans under APB 25; therefore, no compensation cost was recognized for these plans during the three and six months ended June 30, 2005.

Effective January 1, 2006, TDS adopted the fair value recognition provisions of SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective transition method. In addition, TDS applied the provisions of Staff Accounting Bulletin No. 107 (“SAB 107”), issued by the SEC in March 2005 in its adoption of SFAS 123(R).  Under the modified prospective transition method, compensation cost recognized during the three and six months ended June 30, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). Results for prior periods have not been restated.

Under SFAS 123(R), the long-term incentive plans are considered compensatory plans; therefore, recognition of compensation costs for grants made under these plans is required.

Under SFAS 123(R), the employee stock purchase plans are considered compensatory plans; therefore, recognition of compensation costs for grants made under these plans is required. However, due to restrictions on activity under these plans that were in place during the six months ended June 30, 2006, no compensation expense was recognized during this period.

Under SFAS 123(R), the dividend reinvestment plans are not considered compensatory plans, therefore recognition of compensation costs for grants made under these plans is not required.

Upon adoption of SFAS 123(R), TDS elected to continue to value its share-based payment transactions using a Black-Scholes valuation model, which was previously used by TDS for purposes of preparing the pro forma disclosures under SFAS 123. Under the provisions of SFAS 123(R), stock-based compensation cost recognized during the period is based on the portion of the share-based payment awards that is ultimately expected to vest. Accordingly, stock-based compensation cost recognized in 2006 has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. TDS believes that its historical experience is the best estimate of future expected life. In TDS’s pro forma information required under SFAS 123, TDS also reduced stock-based compensation cost for estimated forfeitures. The expected life assumption was determined based on TDS’s historical experience. For purposes of both SFAS 123 and SFAS 123(R), the expected volatility assumption was based on the historical volatility of TDS’s common stock. The dividend yield was included in the assumptions. The risk-free interest rate assumption was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the stock options.

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Compensation cost for stock option awards granted after January 1, 2006 will be recognized over the respective requisite service period of the awards, which is generally the vesting period, on a straight-line basis over the requisite service period for each separately vesting portion of the awards as if the awards were, in-substance, multiple awards (graded vesting attribution method), which is the same attribution method that was used by TDS for purposes of its pro forma disclosures under SFAS 123.

Certain employees were eligible for retirement at the time that compensatory stock options were granted.  Under the terms of the TDS option agreements, options granted to these individuals do not vest upon retirement. Under the terms of the U.S. Cellular option agreements, options granted to these individuals will fully vest upon their retirement if they have reached the age of 65. Similarly, under the terms of TDS’s restricted stock unit agreements, restricted stock units vest upon retirement if the employee has reached the age of 66. Under the terms of U.S. Cellular’s restricted stock unit agreements, restricted stock units vest upon retirement if the employee has reached the age of 65. Prior to the adoption of SFAS 123(R), TDS used the “nominal vesting method” to recognize the pro forma stock-based compensation cost related to options and restricted stock units awarded to retirement-eligible employees. This method does not take into account the effect of early vesting due to the retirement of eligible employees.  Upon adoption of SFAS 123(R), TDS adopted the “non-substantive vesting method”, which requires accelerated recognition of the entire cost of options granted to retirement-eligible employees over the period of time from the date of grant to the date such employees reach age 65.  If the non-substantive vesting method had been applied in prior periods, the effect on previously disclosed pro forma stock-based compensation cost would not have been material.

On March 7, 2006, the TDS Compensation Committee approved amendments to stock option award agreements. The amendments modify current and future options to extend the exercise period until 30 days following (i) the lifting of a “suspension” if options otherwise would expire or be forfeited during the suspension period and (ii) the lifting of a blackout if options otherwise would expire or be forfeited during a blackout period.  TDS temporarily suspended issuances of shares under the 2004 Long Term Incentive Plan on March 17, 2006, as required by SEC regulations, because TDS did not file its Form 10-K for the year ended December 31, 2005 in a timely manner. Under SEC regulations, TDS may not issue shares under its existing registration statement on Form S-8 related to the 2004 Long Term Incentive Plan until the date that TDS is current with respect to its Form 10-K for the year ended December 31, 2005 and other periodic SEC filings.  As required under the provisions of SFAS 123(R), TDS evaluated the impact of this plan modification to determine if an adjustment to stock based compensation was required.  TDS determined that the impact of such an adjustment would not be material.

Pension Plan

TDS sponsors a qualified noncontributory defined contribution pension plan. The plan provides benefits for the employees of TDS Corporate, TDS Telecom and U.S. Cellular.  Under this plan, pension benefits and costs are calculated separately for each participant and are funded currently.  Pension costs were $4.4 million and $7.9 million for the three and six months ended June 30, 2006, respectively, and $3.3 million and $6.8 million for the three and six months ended June 30, 2005, respectively.

TDS also sponsors an unfunded non-qualified deferred supplemental executive retirement plan for certain employees which supplements the benefits under the qualified plan to offset the reduction of benefits caused by the limitation on annual employer contributions under the tax laws.

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Other Postretirement Benefits

TDS sponsors two contributory defined benefit postretirement plans that cover most employees of TDS Corporate, TDS Telecom and the subsidiaries of TDS Telecom.  One plan provides medical benefits and the other plan provides life insurance benefits.

Net periodic benefit costs for the defined benefit postretirement plans include the following components:

		Three Months Ended June 30,						Six Months Ended June 30,
		2006			2005			2006			2005
		(Dollars in thousands)
Service Cost		$	545		$	553		$	1,089		$	1,106
Interest on accumulated benefit obligation		691			659			1,383			1,318
Expected return on plan assets		(649		)	(558		)	(1,297		)	(1,116		)
Amortization of:
Prior service cost		(207		)	(280		)	(415		)	(559		)
Net loss		292			289			584			577
Net postretirement cost		$	672		$	663		$	1,344		$	1,326

 

TDS contributed $5.3 million for its 2006 contribution to the postretirement plan assets.

Recent Accounting Pronouncements

The Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), in September 2006. SAB 108 provides guidance on how the effects of the carryover or reversal of prior year financial statement misstatements should be considered in quantifying a current year misstatement. Prior practice allowed the evaluation of materiality on the basis of (1) the error quantified as the amount by which the current year income statement was misstated (“rollover method”) or (2) the cumulative error quantified as the cumulative amount by which the current year balance sheet was misstated (“iron curtain method”). Reliance on either method in prior years could have resulted in misstatement of the financial statements. The guidance provided in SAB 108 requires both methods to be used in evaluating materiality. Immaterial prior year errors may be corrected with the first filing of prior year financial statements after adoption. The cumulative effect of the correction would be reflected in the opening balance sheet with appropriate disclosure of the nature and amount of each individual error corrected in the cumulative adjustment, as well as a disclosure of the cause of the error and that the error had been deemed to be immaterial in the past. SAB 108 is effective for TDS’s opening balance sheet in 2007. TDS is currently evaluating the impact this Bulletin might have on its financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”) and expands disclosure related to the use of fair value measures in financial statements. SFAS 157 does not expand the use of fair value measures in financial statements, but standardizes its definition and guidance in GAAP. The Standard 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 fair value based on an entity’s own fair value assumptions as the lowest level. The Statement is to be effective for TDS’s financial statements issued in 2008; however, earlier application is encouraged. TDS is currently evaluating the timing of adoption and the impact that adoption might have on its financial position or results of operations.

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Also in September 2006, the FASB released Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”). Under the new standard, companies must recognize a net liability or asset to report the funded status of their defined benefit pension and other postretirement benefit plans on their balance sheets. The recognition and disclosure provisions of SFAS 158 will be required to be adopted for TDS as of December 31, 2006.  TDS is currently reviewing the requirements of SFAS 158 and has not yet determined the impact on its financial position or results of operations.

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), was issued in July 2006.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, “Accounting for Income Taxes.”  The interpretation prescribes a recognition threshold and measurement attribute for the recognition and measurement of a tax position taken or expected to be taken in an income tax return.  It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  TDS is currently reviewing the requirements of FIN 48 to determine the impact on its financial position or results of operations.

3.               Stock-Based Compensation

As a result of adopting SFAS 123(R) on January 1, 2006, TDS’s income before income taxes for the three and six months ended June 30, 2006, was $4.0 million and $7.5 million lower, respectively, than if it had continued to account for share-based compensation under APB 25. Similarly, as a result of adopting SFAS 123(R) on January 1, 2006, TDS’s net income for the three and six months ended June 30, 2006, was $2.0 million and $3.7 million lower, basic earnings per share for the three and six months ended June 30, 2006 was $0.02 and $0.03 lower, and diluted earnings per share for the three and six months ended June 30, 2006 was $0.02 and $0.03 lower, respectively, than if TDS had continued to account for stock-based compensation expense under APB 25.

Stock-Based Compensation Expense

For comparison, the following table illustrates the pro forma effect on net income and earnings per share had TDS applied the fair value recognition provisions of SFAS 123(R) to its stock-based employee compensation plans for the three and six months ended June 30, 2005:

(Dollars in thousands, except per share amounts)		Three months ended   June 30, 2005			Six months ended  June 30, 2005
Net income, as reported		$	97,056		$	120,105
Add: Stock-based compensation expense included in reported net income, net of related tax effects and minority interest		1,592			2,216
Deduct: Stock-based compensation expense determined under fair value based method for all awards, net of related tax effects and minority interest		(7,876		)	(10,735		)
Pro forma net income		$	90,772		$	111,586
Earnings per share:
Basic—as reported		$	0.84		$	1.04
Basic—pro forma		0.79			0.97
Diluted—as reported		0.83			1.03
Diluted—pro forma		$	0.78		$	0.96

 

Prior to the adoption of SFAS 123(R), TDS presented all tax benefits resulting from tax deductions associated with the exercise of stock options by employees as cash flows from operating activities in the Consolidated Statements of Cash Flows. SFAS 123(R) requires that “excess tax benefits” be classified as cash flows from financing activities in the Consolidated Statement of Cash Flows.  For this purpose, the excess tax benefits are tax benefits related to the difference between the total tax deduction associated with the exercise of stock options by employees and the amount of compensation cost recognized for those options. For the six months ended June 30, 2006, excess tax benefits of $0.4 million were included within Other Financing Activities of the Cash Flows from Financing Activities pursuant to this requirement of SFAS 123(R).

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The following table summarizes stock-based compensation expense recognized during the three and six months ended June 30, 2006:

(Amounts in thousands)		Three months ended   June 30, 2006			Six months ended June 30, 2006
Stock option awards		$	4,023		$	7,535
Restricted stock unit awards		3,336			6,087
Deferred compensation matching stock unit awards		(1,361		)	(602		)
Employee stock purchase plans		—			—
Awards under non-employee director’s compensation plan		—			2
Total stock-based compensation, before income taxes		5,998			13,022
Income tax benefit		(2,483		)	(5,404		)
Total stock-based compensation expense, net of income taxes		$	3,515		$	7,618

 

At June 30, 2006, unrecognized compensation cost for all stock-based compensation awards was $40.5 million. The unrecognized compensation cost for stock-based compensation awards at June 30, 2006 is expected to be recognized over a weighted average period of 0.8 years.

All stock-based compensation expense recognized during the three and six months ended June 30, 2006 was recorded in Selling, general and administrative expense.

TDS

The information in this section relates to stock-based compensation plans utilizing the equity instruments of TDS.  Participants in these plans are generally employees of TDS Corporate and TDS Telecom, although U.S. Cellular employees are eligible to participate in the TDS Employee Stock Purchase Plan.  Information related to plans utilizing the equity instruments of U.S. Cellular are shown in the U.S. Cellular section following the TDS section.

Under the TDS 2004 Long-Term Incentive Plan (and a predecessor plan), TDS may grant fixed and performance-based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees.  TDS had reserved 4,006,000 Common Shares and 11,893,000 Special Common Shares at June 30, 2006, for equity awards granted and to be granted under this plan. At June 30, 2006, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards. At June 30, 2006, TDS also had reserved 174,000 Common Shares and 323,000 Special Common Shares for issuance under the Automatic Dividend Reinvestment and Stock Purchase Plan and 49,000 Series A Common Shares for issuance under the Series A Common Share Automatic Dividend Reinvestment Plan, and 185,000 Common Shares and 320,000 Special Common Shares under an employee stock purchase plan. The maximum number of TDS Common Shares, TDS Special Common Shares and TDS Series A Common Shares that may be issued to employees under all stock-based compensation plans in effect at June 30, 2006 was 4,365,000, 12,536,000 and 49,000 shares, respectively. TDS 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.  TDS has also created a Non-Employee Directors’ Plan under which it has reserved 33,000 Common Shares and 75,000 Special Common Shares of TDS stock for issuance as compensation to members of the board of directors who are not employees of TDS.

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 June 30, 2006 expire between 2006 and 2016.  However, vested stock options typically expire 30 days after the effective date of an employee’s termination of employment for reasons other than retirement.  Employees who leave at the age of retirement have 90 days (or one year if they satisfy certain requirements) within which to exercise their vested stock options. The exercise price of the option generally equals the market value of TDS common stock on the date of grant.

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TDS granted 1,105,000 and 630,000 stock options during the three months ended June 30, 2006 and June 30, 2005, respectively. TDS granted 1,105,000 and 630,000 stock options during the six months ended June 30, 2006 and June 30, 2005, respectively.  TDS estimates the fair value of stock options granted using the Black-Scholes valuation model. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the awards as if the awards were, in-substance, multiple awards, which is the same attribution method that was used by TDS for purposes of its pro forma disclosures under SFAS 123. TDS used the assumptions shown in the table below in valuing the options granted in 2006:

Expected Life		4.9 years
Expected Annual Volatility Rate		25.9	%
Dividend Yield		0.97	%
Risk-free Interest Rate		4.8	%
Estimated Annual Forfeiture Rate		0.6	%

 

All TDS options outstanding at March 31, 2006 were granted prior to the distribution of the TDS Special Common Share Dividend in 2005, more fully described in TDS’s 2005 Annual Report on Form 10-K. As a result of the Special Common Share Dividend, an employee will receive one Common Share and one Special Common Share per tandem option exercised. Each tandem option is exercisable at its original exercise price. TDS options granted after the distribution of the TDS Special Common Share Dividend will receive one Special Common Share per option exercised.

A summary of TDS stock options (vested and nonvested) at June 30, 2006 and changes during the six months then ended is presented in the table and narrative below:

Tandem Options

				Weighted			Weighted Average
		Number		Average			Remaining
		of Tandem		Exercise			Contractual		Aggregate
		Options(1)		Prices			Term		Intrinsic Value
Outstanding at December 31, 2005 (2,461,000 exercisable)		2,701,000		$	73.85		6.5 years		$	36,166,000
Granted		—		—					—
Exercised		23,000		$	52.28				466,000
Forfeited		14,000		$	57.17				351,000
Expired		—		—					—
Outstanding at June 30, 2006 (2,599,000 exercisable)		2,664,000		$	74.13		6.0 years		$	35,185,000

 

(1)          Upon exercise, each tandem option is converted into one TDS Common Share and one TDS Special Common Share.

Special Common Share Options

				Weighted			Weighted Average
				Average			Remaining
		Number of		Exercise			Contractual		Aggregate
		Options(2)		Prices			Term		Intrinsic Value
Outstanding at December 31, 2005 (0 exercisable)		—		—			—		—
Granted		1,105,000		$	38.01		10.0 years		$	988,000
Exercised		—		—					—
Forfeited		6,000		38.00					5,000
Expired		—		—					—
Outstanding at June 30, 2006 (0 exercisable)		1,099,000		$	38.01		10.0 years		$	983,000

 

(2)          Upon exercise, each Special Common share option is converted into one TDS Special Common Share.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between TDS’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 June 30, 2006. This amount will change in future periods based on the market price of TDS’s stock. TDS received $0 and $1.2 million in cash from the exercise of stock options during the three and six months ended June 30, 2006.

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A summary of TDS’s nonvested stock options at June 30, 2006 and changes during the six months then ended is presented in the tables that follow:

Tandem Options

				Weighted Average
		Number of		Fair Values of
		Stock Options(1)		Stock Options
Nonvested at December 31, 2005		240,000		$	21.67
Granted		—		—
Vested		161,000		20.07
Forfeited		14,000		21.93
Nonvested at June 30, 2006		65,000		$	25.55

 

(1)          Upon exercise, each tandem stock option is converted into one TDS Common Share and one TDS Special Common Share.

Special Common Share Options

				Weighted Average
		Number of		Fair Values of
		Stock Options(2)		Stock Options
Nonvested at December 31, 2005		—		—
Granted		1,105,000		$	11.00
Vested		—		—
Forfeited		6,000		11.00
Nonvested at June 30, 2006		1,099,000		$	11.00

 

(2)          Upon exercise, each Special Common share option is converted into one TDS Special Common Share.

Restricted Stock Units—Beginning in April 2005, TDS granted restricted stock unit awards to key employees. These awards generally vest after three years. All TDS restricted stock units outstanding at March 31, 2006 were granted prior to the distribution of the TDS Special Common Share Dividend in 2005. As a result of the Special Common Share Dividend, an employee will receive one Common Share and one Special Common Share upon the vesting of such restricted stock units. The restricted stock unit awards outstanding at March 31, 2006 will vest in December 2007. When vested, employees will receive an equal number of TDS Common Shares and TDS Special Common Shares with respect to such restricted stock units. Restricted stock unit awards granted after the distribution of the TDS Special Common Share Dividend in 2005 are convertible into one Special Common Share upon the vesting of such restricted stock units. The restricted stock unit awards granted in 2006 will vest in December 2008. When vested, employees will receive one TDS Special Common Share for each restricted stock unit.

TDS estimates the fair value of restricted stock units based on the closing market price of TDS shares on the date of grant. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

A summary of TDS nonvested restricted stock units at June 30, 2006 and changes during the six months then ended is presented in the table that follows:

Tandem Restricted Stock Units

				Weighted Average
		Number		Fair Values of
		of Restricted		Restricted
		Stock Units(1)		Stock Units
Nonvested at December 31, 2005		90,286		$	77.55
Granted		—		—
Vested		—		—
Forfeited		386		78.10
Nonvested at June 30, 2006		89,900		$	77.55

 

(1)          Upon exercise, each tandem restricted stock unit is converted into one TDS Common Share and one TDS Special Common Share.

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Special Common Restricted Stock Units

				Weighted Average
		Number		Fair Values of
		of Restricted		Restricted
		Stock Units(2)		Stock Units
Nonvested at December 31, 2005		—		—
Granted		105,000		$	38.05
Vested		—		—
Forfeited		1,000		38.00
Nonvested at June 30, 2006		104,000		$	38.05

 

(2)          Upon exercise, each Special Common restricted stock unit is converted into one TDS Special Common Share.

Deferred Compensation Stock Units—Certain TDS employees may elect to defer receipt of all or a portion of their annual bonuses and to receive stock unit matches on the amount deferred up to $400,000. Deferred compensation, which is immediately vested, is deemed to be invested in TDS Common Share units or, at the election of the committee that administers the plan after the TDS Special Common Share Dividend in 2005, TDS Special Common Share units. TDS match amounts depend on the amount of annual bonus that is deferred into stock units. Participants receive a 25% stock unit match for amounts deferred up to 50% of their total annual bonus and a 33% match for amounts that exceed 50% of their total annual bonus. The matched stock units vest ratably at a rate of one-third per year over three years. When fully vested and upon distribution, employees will receive the vested TDS Common Shares and/or TDS Special Common Shares, as applicable.

TDS estimates the fair value of deferred compensation matching stock units based on the closing market price of TDS shares on the date of grant. The fair value of the matched stock units is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

A summary of TDS nonvested deferred compensation stock unit plans at June 30, 2006 and changes during the six months then ended is presented in the table that follows:

Tandem Deferred Compensation Stock Units

		Number of		Weighted Average
		Tandem		Fair Values
		Stock Units(1)		of Stock Units
Nonvested at December 31, 2005		1,025		$	75.05
Granted		—		—
Vested		—		—
Forfeited		—		—
Nonvested at June 30, 2006		1,025		$	75.05

 

(1)   Upon exercise, each tandem deferred compensation stock unit outstanding at June 30, 2006 is converted into one TDS Common Share and one TDS Special Common Share.

Special Common Deferred Compensation Stock Units

		Number of		Weighted Average
		Special Common		Fair Values
		Stock Units(2)		of Stock Units
Nonvested at December 31, 2005		—		—
Granted		1,500		$	38.30
Vested		—		—
Forfeited		—		—
Nonvested at June 30, 2006		1,500		$	38.30

 

(2)          Upon exercise, each Special Common deferred compensation stock unit is converted into one TDS Special Common Share.

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Employee Stock Purchase Plan—Under the 2003 Employee Stock Purchase Plan, eligible employees of TDS and its subsidiaries may purchase a limited number of shares of TDS common stock on a quarterly basis. Prior to 2006, such common stock consisted of TDS Common Shares. Beginning in 2006, such common stock consisted of TDS Special Common Shares. TDS had reserved 185,000 Common Shares and 320,000 Special Common Shares at June 30, 2006 for issuance under this plan.  The plan became effective on April 1, 2003 and will terminate on December 31, 2008. The per share cost to each participant is 85% of the market value of the Common Shares or Special Common Shares as of the issuance date. Under SFAS 123(R), the employee stock purchase plan is considered a compensatory plan; therefore recognition of compensation costs for stock issued under this plan is required. Compensation cost is measured as the difference between the cost of the shares to the plan participants and the fair market value of the shares on the date of issuance. However, due to restrictions on activity under these plans in place during the three and six months ended June 30, 2006, no compensation expense was recognized during this period.

Compensation of Non-Employee Directors – TDS issued 0 and 2,600 shares under its Non-Employee Directors’ plan in the three and six months ended June 30, 2006.

Dividend Reinvestment Plans—TDS had reserved 174,000 Common Shares and 323,000 Special Common Shares at June 30, 2006, for issuance under Automatic Dividend Reinvestment and Stock Purchase Plans and 49,000 Series A Common Shares for issuance under the Series A Common Share Automatic Dividend Reinvestment Plan. These plans enable holders of TDS’s Common Shares, Special Common Shares and Preferred Shares to reinvest cash dividends in Common Shares and Special Common Shares and holders of Series A Common Shares to reinvest cash dividends in Series A Common Shares. The purchase price of the shares is 95% of the market value, based on the average of the daily high and low sales prices for TDS’s Common Shares and Special Common Shares on the American Stock Exchange for the ten trading days preceding the date on which the purchase is made.  Under SFAS 123(R) and SFAS 123, these plans are considered non-compensatory plans, therefore no compensation expense is recognized for stock issued under these plans.

U.S. Cellular

The information in this section relates to stock-based compensation plans utilizing the equity instruments of U.S. Cellular.  Participants in these plans are employees of U.S. Cellular.  U.S. Cellular employees are also eligible to participate in the TDS Employee Stock Purchase Plan.  Information related to plans utilizing the equity instruments of TDS are shown in the previous section.

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 June 30, 2006, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards.

At June 30, 2006, U.S. Cellular had reserved 5,403,000 Common Shares for equity awards granted and to be granted under this plan and also had reserved 110,000 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 June 30, 2006 was 5,513,000 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. U.S. Cellular employees are also eligible to participate in the TDS Employee Stock Purchase Plan, which was described previously.

U.S. Cellular has also created a Non-Employee Director Compensation Plan under which it has reserved 4,900 Common Shares of U.S. Cellular at June 30, 2006 for issuance as compensation to members of the board of directors who are not employees of U.S. Cellular.

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On March 7, 2006, the U.S. Cellular Compensation Committee, approved amendments to stock option award agreements. The amendments modify current and future options to extend the exercise period until 30 days following (i) the lifting of a “suspension” if options otherwise would expire or be forfeited during the suspension period and (ii) the lifting of a blackout if options otherwise would expire or be forfeited during a blackout period.  U.S. Cellular temporarily suspended issuances of shares under the 2005 Long Term Incentive Plan on March 17, 2006, as required by SEC regulations, because U.S. Cellular did not file its Form 10-K for the year ended December 31, 2005 in a timely manner. Under SEC regulations, U.S. Cellular may not issue shares under its existing registration statement on Form S-8 related to the 2005 Long Term Incentive Plan until the date that U.S. Cellular is current in this and its other SEC filings.  As required under the provisions of SFAS 123 (R), U.S. Cellular evaluated the impact of this plan modification to determine if an adjustment to stock based compensation was required.  U.S. Cellular determined that the impact of a change would not be material.

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 June 30, 2006 expire between 2006 and 2016.  However, vested stock options typically expire 30 days after the effective date of an employee’s termination of employment for reasons other than retirement.  Employees who leave at the age of retirement have 90 days (or one year if they satisfy certain requirements) within which to exercise their vested stock options. The exercise price of the option generally equals the market value of U.S. Cellular Common Shares on the date of grant.

U.S. Cellular granted 551,000 and 16,000 stock options during the three months ended June 30, 2006 and June 30, 2005, respectively. U.S. Cellular granted 551,000 and 757,000 stock options during the six months ended June 30, 2006 and June 30, 2005, respectively.  U.S. Cellular estimates the fair value of stock options granted using the Black-Scholes valuation model. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the awards as if the awards were, in-substance, multiple awards, which is the same attribution method that was used by U.S. Cellular for purposes of its pro forma disclosures under SFAS 123. U.S. Cellular used the assumptions shown in the table below in valuing the options granted in 2006:

Expected Life		3.0 years
Expected Annual Volatility Rate		25.2	%
Dividend Yield		—
Risk-free Interest Rate		4.7	%
Estimated Annual Forfeiture Rate		4.4	%

 

A summary of U.S. Cellular stock options outstanding (vested and nonvested) at June 30, 2006 and changes during the six months then ended is presented in the table below:

				Weighted			Weighted Average
				Average			Remaining
		Number of		Exercise			Contractual		Aggregate
		Options		Prices			Term		Intrinsic Value
Outstanding at December 31, 2005 (877,000 exercisable)		2,701,000		$	38.80		7.5 years		$	58,871,000
Granted		551,000		59.46					629,000
Exercised		107,000		34.51					2,259,000
Forfeited		29,000		39.60					615,000
Expired		1,000		32.23					34,000
Outstanding at June 30, 2006 (1,528,000 exercisable)		3,115,000		$	42.61		7.6 years		$	56,044,000

 

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The aggregate intrinsic value in the table above 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 June 30, 2006. This amount will change in future periods based on the market price of U.S. Cellular’s stock. U.S. Cellular received $0 and $3.7 million in cash from the exercise of stock options during the three and six months ended June 30, 2006.

A summary of U.S. Cellular nonvested stock options at June 30, 2006 and changes during the six months then ended is presented in the table that follows:

				Weighted Average
		Number of		Fair Values of
		Stock Options		Stock Options
Nonvested at December 31, 2005		1,824,000		$	14.19
Granted		551,000		14.06
Vested		761,000		14.47
Forfeited		26,000		14.22
Nonvested at June 30, 2006		1,588,000		$	14.01

 

Restricted Stock Units—U.S. Cellular grants restricted stock unit awards to key employees, which generally vest after three years.

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, which is not adjusted for any dividends foregone during the vesting period because U.S. Cellular has never paid a dividend and has expressed its intention to retain all future earnings in the business. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Awards granted under this plan prior to 2005 were classified as liability awards due to a plan provision which allowed participants to elect tax withholding in excess of minimum statutory tax rates.  In 2005, this provision was removed from the plan and awards after 2005 have been classified as equity awards.

A summary of U.S. Cellular nonvested restricted stock units at June 30, 2006 and changes during the six months then ended is presented in the tables that follow:

Liability Classified Awards

				Weighted Average
				Grant-Date
		Number of		Fair Values of
		Restricted		Restricted
		Stock Units		Stock Units
Nonvested at December 31, 2005		193,000		$	30.71
Granted		3,000		59.43
Vested		108,000		23.73
Forfeited		1,000		33.96
Nonvested at June 30, 2006		87,000		$	40.36

 

Equity Classified Awards

				Weighted Average
				Grant-Date
		Number of		Fair Values of
		Restricted		Restricted
		Stock Units		Stock Units
Nonvested at December 31, 2005		189,000		$	45.63
Granted		125,000		59.43
Vested		—		—
Forfeited		5,000		45.63
Nonvested at June 30, 2006		309,000		$	51.21

 

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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. Upon vesting and distribution of such stock units, participants will receive U.S. Cellular Common Shares. The amount of U.S. Cellular’s matching contribution depends on the portion of the annual bonus that is deferred. Participants receive a 25% match for amounts deferred up to 50% of their total annual bonus and a 33% match for amounts that exceed 50% of their total annual bonus; such matching contributions also are deemed to be invested in U.S. Cellular Common Share stock units. The matching contribution stock units vest ratably at a rate of one-third per year over three years. Upon vesting and distribution of such matching contribution stock units, participants will receive U.S. Cellular Common Shares.

U.S. Cellular estimates the fair value of deferred compensation matching contribution stock units based on the closing market price of U.S. Cellular Common Shares on the date of match. The fair value of such matching contribution stock units is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

A summary of U.S. Cellular nonvested deferred compensation stock units at June 30, 2006 and changes during the six months ended is presented in the table below:

				Weighted Average
				Fair Values
		Number of		of Stock
		Stock Units		Units
Nonvested at December 31, 2005		7,700		$	41.08
Granted		1,700		56.71
Vested		3,700		37.31
Forfeited		—		—
Nonvested at June 30, 2006		5,700		$	45.48

 

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. U.S. Cellular had reserved 110,000 Common Shares at June 30, 2006 for issuance under this plan.  The plan became effective on April 1, 2003 and will terminate on December 31, 2008. U.S. Cellular employees are also eligible to participate in the TDS Employee Stock Purchase Plan, which was described previously. The per share cost to each participant in these plans is 85% of the market value of the Common Shares or Special Common Shares as of the issuance date. Under SFAS 123(R), the employee stock purchase plans are considered compensatory plans; therefore, recognition of compensation costs for stock issued under these plans is required. Compensation cost is measured as the difference between the cost of the shares to plan participants and the fair market value of the shares on the date of issuance. However, due to restrictions on activity under these plans in place during the three and six months ended June 30, 2006, no compensation expense was recognized during this period for either plan.

Compensation of Non-Employee Directors – U.S. Cellular issued 0 and 40 shares under its Non-Employee Director Compensation Plan in the three and six months ended June 30, 2006.

Prior to the adoption of SFAS 123(R), U.S. Cellular presented all tax benefits resulting from tax deductions associated with the exercise of stock options by employees as cash flows from operating activities in the Consolidated Statements of Cash Flows. SFAS 123(R) requires that “excess tax benefits” be classified as cash flows from financing activities in the Consolidated Statement of Cash Flows.  For this purpose, the excess tax benefits are tax benefits related to the difference between the total tax deduction associated with the exercise of stock options by employees and the amount of compensation cost recognized for those options.  For the six months ended June 30, 2006, excess tax benefits of $0.3 million were included in cash flows from financing activities in the Consolidated Statements of Cash Flows pursuant to this requirement of SFAS 123(R).

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4.               Income Taxes

The following table summarizes the effective income tax expense (benefit) rates in each of the periods.

		Three Months Ended				Six Months Ended
		June 30,				June 30
		2006		2005		2006		2005
Effective Income Tax (Benefit) Rate From:
Operations excluding gain on investments		41.2	%	42.0	%	41.4	%	41.2	%
Gain on investments (1)		36.6	%	—		36.6	%	35.7	%
Income before income taxes and minority interest		39.8	%	42.0	%	40.3	%	41.1	%

 

(1)          In the second quarter of 2006, TDS Telecom recorded gains of $91.4 million. See Note 5 – Gains on Investments.

In June of 2006, the Internal Revenue Service commenced its audit of the 2002 – 2004 consolidated federal tax returns of TDS and subsidiaries. The audit is in its preliminary stages.

5.               Gain on Investment

TDS Telecom has in the past obtained financing from the Rural Telephone Bank (“RTB”). In connection with such financings, TDS Telecom purchased stock in the RTB. TDS Telecom has repaid all of its debt to the RTB, but continued to own the RTB stock. In August 2005, the board of directors of the RTB approved resolutions to liquidate and dissolve the RTB. In order to effect the dissolution and liquidation, shareholders were asked to remit their shares to receive cash compensation for those shares.  TDS Telecom remitted its shares and received $101.7 million from the RTB and recorded a gain of $90.3 million in the second quarter of 2006.

6.               Earnings per Share

Basic earnings per share is computed by dividing net income available to common by the weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by weighted average number of common shares adjusted to include the effect of potentially dilutive securities. Potentially dilutive securities include incremental shares issuable upon exercise of outstanding stock options.

TDS distributed one Special Common Share in the form of a stock dividend with respect to each outstanding Common Share and Series A Common Share of TDS on May 13, 2005 to shareholders of record on April 29, 2005. As a result of the Special Common Share Dividend, each option outstanding on May 13, 2005 was converted into a tandem option for one Common Share and one Special Common Share at the same exercise price per tandem option exercised.

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The net income amounts used in computing earnings per share and the effects on the weighted average number of common and Series A Common Shares and earnings per share of potentially dilutive stock options are as follows:

 

(1)   The minority income adjustment reflects the additional minority share of U.S. Cellular’s income computed as if all of U.S. Cellular’s dilutive securities were outstanding.

(2)   The preferred dividend adjustment reflects the dividend reduction in the event any preferred series were dilutive, and therefore converted for shares.

(3)   Stock options convertible into 896,409 Common Shares and 2,001,128 Special Common Shares were not included in computing Diluted Earnings per Share in the three months ended June 30, 2006, because their effects were not dilutive to earnings per share. Stock options convertible into 1,293,284 Common Shares and 2,398,003 Special Common Shares were not included in computing Diluted Earnings per Share in the six months ended June 30, 2006, because their effects were not dilutive to earnings per share. Stock options convertible into 1,091,147 Common Shares and 861,112 Special Common Shares were not included in computing Diluted Earnings per Share in the three and six months ended June 30, 2005 because their effects were not dilutive to earnings per share.

7.               Marketable Equity Securities and Forward Contracts

TDS and its subsidiaries hold a substantial amount of marketable equity securities that are publicly traded and can have volatile movements in share prices. TDS and its subsidiaries do 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.

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Information regarding TDS’s marketable equity securities is summarized as follows:

		June 30, 2006			December 31, 2005
		(Dollars in thousands)
Marketable Equity Securities – Current Assets
Vodafone Group Plc – 10,245,370 and 0 American Depositary Receipts, respectively(1)		$	218,226		$	—
VeriSign, Inc. – 2,361,333 and 0 Common Shares, respectively		54,712			—
Aggregate fair value included in Current Assets		272,938			—
Marketable Equity Securities - Investments
Deutsche Telekom AG - 131,461,861 Ordinary Shares		2,111,277			2,191,469
Vodafone Group Plc – 2,700,545 and 12,945,915 American Depositary Receipts, respectively(1)		57,522			277,949
VeriSign, Inc. - 0 and 2,361,333 Common Shares		—			51,760
Rural Cellular Corporation - 719,396 equivalent Common Shares		7,906			10,511
Other		1			1
Aggregate fair value included in investments		2,176,706			2,531,690
Total aggregate fair value		2,449,644			2,531,690
Accounting cost basis		1,543,677			1,543,677
Gross unrealized holding gains		905,967			988,013
Equity method unrealized gains		352			543
Income tax (expense)		(355,277		)	(387,599		)
Minority share of unrealized holding gains		(7,410		)	(7,738		)
Unrealized holding gains, net of tax and minority share		543,632			593,219
Derivative instruments, net of tax and minority share		(293,938		)	(284,210		)
Accumulated other comprehensive income		$	249,694		$	309,009

 

(1)          See Note 21 – Subsequent Events for a discussion of the Share Consolidation and Special Distribution related to the Vodafone ADRs that was effected on July 28, 2006. As a result of the Share Consolidation, the aggregate number of ADRs was reduced from 12,945,915 to 11,327,674.

The investment in Deutsche Telekom AG (“Deutsche Telekom”) resulted from TDS’s disposition of its over 80%-owned personal communication services operating subsidiary, Aerial Communications, Inc., to VoiceStream Wireless Corporation (“VoiceStream”) in exchange for stock of VoiceStream, which was then acquired by Deutsche Telekom in exchange for Deutsche Telekom stock. The investment in Vodafone Group Plc (“Vodafone”) resulted from certain dispositions of non-strategic cellular investments to or settlements with AirTouch Communications Inc. (“AirTouch”), in exchange for stock of AirTouch, which was then acquired by Vodafone whereby TDS and its subsidiaries received American Depositary Receipts representing Vodafone stock. The investment in VeriSign, Inc. (“VeriSign”) is the result of the acquisition by VeriSign of Illuminet, Inc., a telecommunication entity in which several TDS subsidiaries held interests. The investment in Rural Cellular Corporation (“Rural Cellular”) is the result of a consolidation of several cellular partnerships in which TDS subsidiaries held interests in Rural Cellular, and the distribution of Rural Cellular stock in exchange for these interests.

TDS has entered into a number of forward contracts related to the marketable equity securities it holds.  The risk management objective of the forward contracts is to hedge the value of the marketable equity 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 is hedged at or above the accounting cost basis thereby eliminating the risk of an other-than-temporary loss being recorded on these contracted securities.

See Note 14 – Long-Term Debt and Forward Contracts for additional information related to forward contracts.

The forward contracts related to U.S. Cellular’s 10,245,370 Vodafone ADRs and TDS’s 2,361,333 VeriSign common shares mature in May 2007. Accordingly, the Vodafone ADRs and VeriSign common shares are classified as Current Assets and the related forward contracts and derivative liability are classified as Current Liabilities in the Consolidated Balance Sheets at June 30, 2006.

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8.               Licenses and Goodwill

TDS has substantial amounts of licenses and goodwill as a result of the acquisition of wireless markets, and the acquisition of operating telephone companies. Changes in licenses and goodwill result primarily from acquisitions, divestitures and impairments.

A summary of activity in goodwill for the six months ended June 30, 2006 and 2005 is provided below. TDS Telecom’s incumbent local exchange carriers are designated as “ILEC” and its competitive local exchange carrier is designated as “CLEC”.

		U.S.			TDS Telecom
(Dollars in thousands)		Cellular			ILEC			CLEC			Other (1)			Total
Balance December 31, 2005		$	471,617		$	395,894		$	—		$	2,281		$	869,792
Acquisitions		3,990			—			—			—			3,990
Other Adjustments		318			—			—			—			318
Balance June 30, 2006		$	475,925		$	395,894		$	—		$	2,281		$	874,100
Balance December 31, 2004		$	445,212		$	395,894		$	—		$	2,281		$	843,387
Acquisitions		150			—			—			—			150
Other		(10		)	—			—			—			(10		)
Balance June 30, 2005		$	445,352		$	395,894		$	—		$	2,281		$	843,527

 

(1)          Other consists of goodwill related to Suttle Straus.

See Note 17 – Acquisitions, Divestitures and Exchanges below 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. TDS and U.S. Cellular perform the annual impairment review on licenses and goodwill during the second quarter of their fiscal year. Accordingly, the annual impairment tests for licenses and goodwill for 2006 and 2005 were performed in the second quarter of 2006 and 2005. Such impairment tests indicated that there was not impairment of licenses or goodwill in 2006 or 2005.

9.               Unconsolidated Entities

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

TDS’s significant investments in unconsolidated entities include the following:

		June 30, 2006		June 30, 2005
Los Angeles SMSA Limited Partnership		5.5	%	5.5	%
Midwest Wireless Communications, L.L.C. (1)		14.2	%	14.2	%
North Carolina RSA 1 Partnership		50.0	%	50.0	%
Oklahoma City SMSA Limited Partnership		14.6	%	14.6	%

 

(1)          In addition, as of June 30, 2006, U.S. Cellular owned a 49% interest in an entity which owns an interest of approximately 2.9% in Midwest Wireless Holdings, L.L.C., the parent company of Midwest Wireless Communications, L.L.C. See Note 21 – Subsequent Events, for information about the disposition of this  interest.

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Based primarily on data furnished to TDS by third parties, the following summarizes the combined results of operations of all wireless and wireline entities in which TDS’s investments are accounted for by the equity method:

		Three Months Ended June 30,						Six Months Ended June 30,
		2006			2005			2006			2005
		(Dollars in thousands)
Results of operations
Revenues		$	1,025,000		$	831,000		$	2,018,000		$	1,615,000
Operating expenses		703,000			579,000			1,391,000			1,123,000
Operating income		322,000			252,000			627,000			492,000
Other income (expense), net (1)		14,000			7,000			22,000			14,000
Net Income		$	336,000		$	259,000		$	649,000		$	506,000

 

(1)          Includes income tax related to small corporations.

See Note 21 – Subsequent Events for additional information related to TDS’s investment in Midwest Wireless Communications, L.L.C.

10.         Customer Lists

Customer lists acquired in connection with purchases and exchanges of wireless markets are being amortized based on average customer retention periods using the declining balance method.  The acquisition of certain minority interests in the six months ended June 30, 2006 and 2005 added $2.0 million and $0.6 million, respectively, to the gross balance of customer lists.  Customer list amortization expense was $3.2 million and $6.2 million for the three and six months ended June 30, 2006, respectively, and $2.3 and $4.6 million for the three and six months ended June 30, 2005, respectively.  Amortization expense for the remainder of 2006 and for the years 2007-2011 is expected to be $5.8 million, $9.0 million, $6.7 million, $5.1 million, $3.5 million and $2.8 million, respectively.

11.         Property, Plant and Equipment

In accordance with FASB SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, TDS reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. TDS did not record any impairment losses on property, plant and equipment in 2006 or 2005.

12.         Revolving Credit Facilities

TDS has a $600 million revolving credit facility available for general corporate purposes.  At June 30, 2006, letters of credit outstanding were $3.4 million, leaving $596.6 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 TDS’s credit rating. TDS may select borrowing periods of either seven days or one, two, three or six months. At June 30, 2006, one-month LIBOR was 5.33% and the contractual spread was 60 basis points. If TDS provides less than two days’ notice of intent to borrow, interest on borrowings is at the prime rate less 50 basis points (the prime rate was 8.25% at June 30, 2006). This credit facility expires in December 2009.

TDS also has $50 million of direct bank lines of credit at June 30, 2006, all of which were unused. The terms of the direct lines of credit bear negotiated interest rates up to the prime rate (the prime rate was 8.25% at June 30, 2006). Direct bank lines of credit totaling $25 million expired on June 23, 2006 and were renewed subsequent to June 30, 2006.

 

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