FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 16, 2011

 

TELEPHONE AND DATA SYSTEMS, INC.

 (Exact name of registrant as specified in its charter)

 

 

 

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

 

Not Applicable

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

 

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

 

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

 

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

 

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

 

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

 

 

 

Item 8.01.  Other Events

 

Telephone and Data Systems, Inc. (“TDS”) is filing this Form 8-K to revise financial statements and other financial information previously included in its Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 25, 2011.

 

During the third quarter of 2011, TDS discovered errors which resulted in the overstatement of Total operating expenses, Property, plant and equipment, net and Other deferred liabilities and credits in the 2010, 2009 and 2008 annual periods reported in the Company’s December 31, 2010 financial statements.  In addition to these errors, TDS identified other immaterial errors that impacted these reporting periods.  In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), TDS evaluated these errors and determined that they were immaterial to each of the reporting periods affected and, therefore, amendments of previously filed reports were not required. However, if the adjustments to correct the cumulative errors had been recorded in the third quarter of 2011, TDS believes the impact would have been significant to that period’s results and would impact comparisons to the prior period.  SAB 108 provides that correcting prior year financial statements for immaterial errors does not require previously filed reports to be amended and that such corrections may be made the next time a registrant files the prior year financial statements.  Although SAB 108 would permit TDS to correct the foregoing errors the next time it files its prior year financial statements, TDS determined to voluntarily file this Form 8-K to reflect the corrections to such prior year financial information at this time.  Accordingly, TDS is filing this Form 8-K to revise its Consolidated Statement of Operations, Statement of Changes in Equity, Statement of Cash Flows and Statement of Comprehensive Income for the years ended December 31, 2010, 2009 and 2008, and the Consolidated Balance Sheet as of December 31, 2010 and 2009 for these immaterial amounts. The Consolidated Statement of Changes in Equity at December 31, 2007 was revised to reflect the cumulative effect of these adjustments which resulted in a decrease to Retained Earnings of $1.6 million.  Such financial statements are included as exhibits hereto (See Note 20 to Exhibit 99.2 for additional information regarding the impact of these revisions on selected consolidated financial data).

 

Except as included in this filing, TDS has not updated or enhanced any other disclosures presented in its 2010 Form 10-K. All other information is presented as of the original filing date and has not been updated in this Form 8-K. Without limitation of the foregoing, this Form 8-K does not purport to update the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the aforementioned Form 10-K with respect to any uncertainties, transactions, risks, events or trends occurring, or known to management. More current information is included in TDS’ other filings with the Securities and Exchange Commission. This Form 8-K should be read in conjunction with the aforementioned Form 10-K and TDS’ other filings. Other filings may contain important information regarding uncertainties, trends, risks, events, transactions, developments and updates to certain expectations of TDS that may have been reported since the filing of the Form 10-K.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits:

 

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

 

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SIGNATURES

 

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

 

 

Telephone and Data Systems, Inc.

(Registrant)

 

Date:  November 16, 2011

 

By:	/s/ Douglas D. Shuma
	Douglas D. Shuma
	Senior Vice President and Controller

 

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EXHIBIT INDEX

 

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

 

Exhibit No.		Description
23.1		Consent of Independent Registered Public Accounting Firm— PricewaterhouseCoopers LLP
99.1		Revised Ratio of Earnings to Fixed Charges for the years ended December 31, 2010, 2009, 2008, 2007 and 2006 previously included as Exhibit 12 to TDS’ Annual Report on Form 10-K for the year ended December 31, 2010.
99.2		Revised financial information previously included as Exhibit 13 to TDS’ Annual Report on Form 10-K for the year ended December 31, 2010
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

 

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