Spok CORRESP Correspondence with SEC

FOIA CONFIDENTIAL TREATMENT REQUESTED

August 28, 2008

Mr. Andrew Mew
Senior Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N. E.
Washington, DC 20549


RE:		USA Mobility, Inc. Form 10-K for the Year Ended December 31, 2007 Filed March 13, 2008 File No. 001-32358

Dear Mr. Mew:

USA Mobility, Inc. (“USMO” or “the Company”) acknowledges receipt of your comment on the Form 10-K for the Year Ended December 31, 2007 (“2007 Form 10-K”) dated July 31, 2008. In connection with our response to this comment the Company acknowledges that:

	•		the Company is responsible for the adequacy and accuracy of the disclosures in its filings with the United States Securities and Exchange Commission (“the Commission”);

	•		Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

	•		the Company may not assert Commission staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Comment
2007 Form 10-K Financial Statements and Notes
3. Long Lived Assets
Asset Retirement Obligations, page F-16

Refer to the second paragraph. We note your disclosure that “[t]he reduction to depreciation expense in 2007 is due to the adjustment of the asset retirement costs made in 2004”. Please tell us, in more detail, the nature of the adjustment, the period(s) affected, and the adjustment amounts. Tell us where you have reflected the adjustment in the rollforward schedule on page F-17 and explain to us your accounting in detail. If material, discuss in MD&A the impact of the adjustment on your current and future results of operations.

Confidential treatment requested by USA Mobility, Inc. Material that has been omitted and for which confidential treatment has been requested is indicated by two asterisks (**). All such omitted material has been filed with the Securities and Exchange Commission pursuant to 17 C.F.R. § 200.83.

Response
Background

The Company has paging network assets that are located on leased transmitter locations. The underlying leases generally require the removal of transmitter and related peripheral equipment at the end of the lease term; therefore, a future obligation exists. (See Footnote 3 of the Notes to Consolidated Financial Statements in the 2007 Form 10-K).

The Company has an ongoing program to consolidate its number of networks and related transmitter locations which is referred to as network rationalization. Network rationalization is necessary to match the Company’s technical infrastructure to its smaller subscriber base and to reduce both site rent and telecommunications expenses. The primary element of the network rationalization program is the deconstruction (removal) of transmitters and the related peripheral equipment at leased locations. Each year as part of its regular planning process the Company forecasts its transmitter deconstruction activities. This forecast, as well as actual activity throughout the year, serves as the basis for establishing and/or adjusting, if necessary, the Asset Retirement Obligation (“ARO”) liability and corresponding Asset Retirement Cost (“ARC”) asset.

In 2005, the Company restated the ARO liability and corresponding ARC asset for adjusted valuations at June 1, 2002 to properly reflect the predecessor company, Arch Wireless, Inc. (“Arch”), implementation of Statement of Financial Accounting Standards No. 143,Accounting for Asset Retirement Obligations(“SFAS No. 143”), at its emergence from bankruptcy as required by AICPA Statement of Position 90-7,Financial Reporting by Entities in Reorganization under the Bankruptcy Code. At this point, the Company established an $11.7 million ARO liability and corresponding ARC asset.(Please see Figure 1 for the amount of the ARC asset and ARO liability along with estimated timing associated with the related removal of equipment).The depreciation expense associated with the establishment of this initial ARC asset is outlined in Figure 2.

The ARO liability was revised effective for November 16, 2004, the date of the merger with Metrocall Holdings, Inc. (“Metrocall”), to reflect the addition of Metrocall transmitters to the paging network and the extension of the economic life of the paging network to 10 years through 2013. The Company thus recorded a net $5.6 million additional ARO liability and a corresponding ARC asset. The merger with Metrocall increased the economic viability of the combined companies and resulted in a change to the expected deconstruction pattern of the paging network. The original discount rates, 24% in 2002 and 13% in 2004 were deemed reasonable for each time period, based upon the circumstances of the Company at that time.

The Company further changed the ARO liability during the fourth quarter of 2007 to reflect changes in the estimated costs and timing of the settlement years of the ARO liability and recorded an additional ARO liability and ARC asset of $3.2 million. The terminal life of the paging network did not change and the final deconstruction date remained 2013. These changes for pricing and settlement

timing were made based on a discount rate of 10.6%, considered reasonable based upon the circumstances of the Company at that time.

Accounting Discussion

In accordance with SFAS No. 143, USMO reviewed the assumptions for the ARO liability and related ARC asset during 2005 and 2006 and determined that no adjustments were required. USMO continues to review the assumptions for the ARO liability to determine if changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows have occurred. As directed in SFAS No. 143, ¶15, [these changes]shall be recognized as an increase or decrease in (a) the carrying amount of the liability for an asset retirement obligation and (b) the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. Upward revisions in the amount of undiscounted estimated cash flows shall be discounted using the current credit-adjusted risk-free rate. Downward revisions in the amount of undiscounted estimated cash flows shall be discounted using the credit-adjusted risk-free rate that existed when the original liability was recognized.

Further, as directed in ¶A26 of SFAS No. 143 Appendix A – IMPLEMENTATION GUIDANCE,any changes that result in upward revisions to the undiscounted estimated cash flows shall be treated as a new liability and discounted at the current rate.Therefore, when the Company determines a change in the carrying amount of the ARO liability is necessary, the new estimated undiscounted cash flows are compared with the original estimate and the change is reflected as a new ARO liability and discounted at the current rate. These changes could result in upward and downward revisions to the ARO liability and offsetting ARC asset for a given year and would then be discounted at the current rate.

USMO’s original ARO liability as established in 2002, assumed final transmitter deconstruction in 2007. The estimated gross value of the liability was $24.6 million and was discounted at the current rate at the time of 24%. The final terminal 2007 component of this ARO liability had a gross value of $13.9 million. (See Figure 1) When the total ARO liability was adjusted in the fourth quarter of 2004 to reflect changes to the costs and timing in the original estimate, the terminal date of the paging network was extended to 2013. The new 2007 component of the ARO liability was therefore estimated at a combined $3.9 million, a net $10.0 million reduction from the previous ARO liability estimate. Additional ARO liabilities were also established for estimated deconstructions expected to occur in 2008 through 2013. As noted in SFAS No. 143, ¶15,when asset retirement costs change as a result of a revision to estimated cash flows, an entity shall adjust the amount of asset retirement cost allocated to expense in the period of change if the change affects that period only or in the period of change and future periods if the change affects more than one period as required by SFAS No. 154, Accounting Changes and Error Corrections, [¶19-22]. Since this change impacted future periods, the change was made prospectively with new “layers” for the ARC asset and ARO liability. Due to the significant changes in the economic life of the network for settlement in 2007, the net decrease of $10.0 million in the adjusted ARO liability for 2007 was also reflected as a reduction to the ARC asset, or a “negative” ARC layer. Since changes in estimate are

prospective, the original 2007 ARC layer as established in 2002 continued to be depreciated, while the new 2007 layer was also depreciated. (See Figure 4).

When the ARO liability was again adjusted to address further changes to the timing and costs, the amount of the estimated ARO liability at December 31, 2007 was increased by $3.2 million. The components or layers of the existing ARO liability – and offsetting ARC asset – were adjusted with increases to both the ARO liability and ARC asset. (See Figure 3) The result of these new layers impacting the ARC asset resulted in negative depreciation in the year 2007. (See Figure 4).

Other

With respect to the ARC/ARO adjustment in 2004 the rollforward schedule on F-17 is not impacted. The chart on F-17 discloses the ARO liability activity commencing December 31, 2005, after this net $10.0 million decrease was made to the ARO liability and ARC asset. Therefore, the adjustment to the ARO liability is already reflected in the opening balance. The adjustment made in 2007 to the ARO liability is appropriately reflected in the line “Additional amounts recorded”.

The Company has appropriately explained the changes in footnote 3 and believes that the adjustments are immaterial with respect to the operations for 2007. The ARO liability is included with “Other obligations” in the Commitments section of the Liquidity and Capital Resources discussion of MD&A, which appropriately reflects the future obligations associated with deconstruction of the network transmitters.

The Company welcomes the opportunity to discuss its response with you and any other members of the Commission staff. Please feel free to contact me at 703-718-6605 or Thomas L. Schilling, Chief Operating Officer/Chief Financial Officer at 703-718-6607 should you wish to discuss our response in more detail.

Sincerely,

/s/ Shawn E. Endsley
Shawn E. Endsley
Controller and Chief Accounting Officer


cc:		Thomas L. Schilling, Chief Operating Officer/Chief Financial Officer Sharon Woods-Keisling, Corporate Secretary William P. O’Neill, Latham & Watkins LLP Kirk Rogers, Grant Thornton LLP

Attachments – 4

USA Mobility, Inc.
File No. 001-32358

Figure 1: Original 2002 ARO Layer⁽¹⁾


	2002			2003			2004			2005			2006			2007			Total

Transmitters to deconstruct		2,186			4,621			1,632			—			—			9,743			18,182

Future Value of Removal Cost	$	1,228		$	1,266		$	1,305		$	1,345		$	1,385		$	1,427

Total Cost of Removal	$	2,684,408		$	5,850,186		$	2,129,760		$	0		$	0		$	13,903,261		$	24,567,615

Discount Rate		24	%		24	%		24	%		24	%		24	%		24	%


Present value- ARC Asset and ARO Liability Balances at June, 2002	$	2,336,939		$	4,015,748		$	1,152,724		$	0		$	0		$	4,237,467		$	11,742,878


(1)		Slight variations due to rounding.

Page 1 of 4

USA Mobility, Inc.
File No. 001-32358

Figure 2: Depreciation Expense by Year of the Original 2002 ARO Asset Layer⁽¹⁾


Date	ARC		Depreciable				Annual Depreciation Expense:
Added	Amount		Months		End Date		2005		2006		2007

6/1/2002	$	2,336,939		7		12/31/2002	$	—	$	—	$	—
6/1/2002		4,015,748		19		12/31/2003		—		—		—
6/1/2002		1,152,724		31		12/31/2004		—		—		—
6/1/2002		4,237,467		60		5/31/2007		847,493		847,493		353,122

	$	11,742,878					$	847,493	$	847,493	$	353,122


(1)		Slight variations due to rounding.

Page 2 of 4

USA Mobility, Inc.
File No. 001-32358

Figure 3: Establishment of ARC and ARO due to Metrocall Acquisition and 2007 Cost Adjustment⁽¹⁾


	2002			2003			2004			2005			2006			2007			2008			2009			2010			2011			2012			2013			Total

*Layer 1 - 2002 Original Estimate for Arch Network*
New Transmitters Layer
Original Estimate Layer 1
Transmitters to deconstruct		2,186			4,621			1,632			—			—			9,743																					18,182


Future value of removal cost	$	1,228		$	1,266		$	1,305		$	1,345		$	1,385		$	1,427
Additional months of operation		7			19			31			43			55			60

Total cost of removal	$	2,684,408		$	5,850,186		$	2,129,760		$	0		$	0		$	13,903,261																				$	24,567,615


Discount rate		24	%		24	%		24	%		24	%		24	%		24	%


Present value increment — ARO Liability/ ARC Asset	$	2,336,939		$	4,015,748		$	1,152,724		$	0		$	0		$	4,237,467																				$	11,742,878


*Layer 2 - 2004 Incremental Increase in Costs to Layer 1*
Increase in Cost Layer
Revised Estimate for Layer 1
Remaining transmitters to deconstruct — Arch											2,160			1,539			1,410			**			**			**			**			**			**			10,420


Future value of removal cost										$	1,345		$	1,385		$	1,427		$	1,470		$	1,514		$	1,558		$	1,602		$	1,646		$	1,690
Additional months of operation											13.5			25.5			37.5			49.5			61.5			73.5			85.5			97.5			108

Total cost of removal										$	2,905,200		$	2,131,718		$	2,011,912			**			**			**			**			**			**		$	15,565,561


Prior estimates of removal cost										$	880,170		$	0		$	13,903,261		$	0		$	0		$	0		$	0		$	0		$	0
Adjustment to original ARO layer										$	2,025,030		$	2,131,718		$	(11,891,349	)		**			**			**			**			**			**		$	782,130
Discount rate											13	%		13	%		13	%		13	%		13	%		13	%		13	%		13	%		13	%


Present value increment — ARO Liability/ ARC Asset										$	1,750,884		$	1,619,575		$	(7,938,671	)		**			**			**			**			**			**		$	(1,095,778	)


*Layer 3 - 2004 Acquisition of Metrocall Transmitters*
New Transmitters Layer
Original Estimate Layer
Transmitters — Metrocall											646			1,426			1,306			**			**			**			**			**			**			8,298


Future value of removal cost										$	1,345		$	1,385		$	1,427		$	1,470		$	1,514		$	1,558		$	1,602		$	1,646		$	1,690
Additional months of operation											13.5			25.5			37.5			49.5			61.5			73.5			85.5			97.5			108

Total cost of removal										$	868,870		$	1,974,807		$	1,863,820			**			**			**			**			**			**		$	12,597,330


Discount rate											13	%		13	%		13	%		13	%		13	%		13	%		13	%		13	%		13	%


Present value increment — ARO Liability/ ARC Asset										$	751,244		$	1,500,362		$	1,244,287			**			**			**			**			**			**		$	6,712,728


*Layer 4 - 2007 Incremental Increase in Costs to Layer 2 and 3, and 2007 Additions*
Increase in Cost Layer
Revised Estimate to Layers 2 and 3
*12-31-07 Cost Adjustment — ARO Liability Layer*
Remaining Transmitters to deconstruct																				**			**			**			**			**			**			11,335


Future value of removal cost																			$	1,667		$	1,734		$	1,804		$	1,876		$	1,951		$	2,029
Additional months of operation																				12			24			36			48			60			72

Total cost of removal																				**			**			**			**			**			**		$	21,334,117


Prior estimate of removal cost																			$	3,675,000		$	1,430,730		$	1,057,259		$	978,405		$	904,750		$	8,360,420		$	28,162,891
Additional gross costs -2Q07 additions																																		$	848,850
Difference																			$	1,052,237		$	171,628		$	385,557		$	522,123		$	655,800		$	1,291,358
Discount rate																				10.6	%		10.6	%		10.6	%		10.6	%		10.6	%		10.6	%


Present value increment — ARO Liability/ ARC Asset																				**			**			**			**			**			**		$	3,195,803


Total ARC Asset in each year	$	2,336,939		$	4,015,748		$	1,152,724		$	2,502,128		$	3,119,937		$	(2,456,917	)	$	3,102,703		$	876,476		$	759,813		$	731,745		$	703,332		$	3,711,003		$	20,555,630


(1)		Slight variations due to rounding.

Page 3 of 4

USA Mobility, Inc.
File No. 001-32358

Figure 4: Depreciation Expense Related to ARC Asset for the Years 2005 — 2007⁽¹⁾


	Estimated Year
	of Asset		ARC			Depreciable		Depreciation Expense
	Retirement		Amount			Months		2002-2004		2005			2006			2007			2008-2013			Total

*Layer 1 - 2002 Original Estimate for Arch Network*
		2002	$	2,336,939			7.0	$	2,336,939	$	—		$	—		$	—		$	—		$	2,336,939
		2003		4,015,748			19.0		4,015,748		—			—			—			—			4,015,748
		2004		1,152,724			31.0		1,152,724		—			—			—			—			1,152,724
		2005		—			43.0		—		—			—			—			—			—
		2006		—			55.0		—		—			—			—			—			—
		2007		4,237,467			60.0		2,189,358		847,493			847,493			353,122			—			4,237,467

				11,742,878					9,694,769		847,493			847,493			353,122			—			11,742,878


*Layer 2 - 2004 Incremental Increase in Costs to Layer 1*
		2005		1,750,884			13.5		194,543		1,556,341			—			—			—			1,750,884
		2006		1,619,575			25.5		95,269		762,153			762,153			—			—			1,619,575
		2007		(7,938,671	)		37.5		—		(2,540,375	)		(2,540,375	)		(2,540,375	)		(317,547	)		(7,938,671	)
		2008		1,119,115			49.5		—		271,301			271,301			271,301			305,213			1,119,115
		2009		382,843			61.5		—		74,701			74,701			74,701			158,740			382,843
		2010		248,593			73.5		—		40,587			40,587			40,587			126,833			248,593
		2011		202,149			85.5		—		28,372			28,372			28,372			117,034			202,149
		2012		164,258			97.5		—		20,216			20,216			20,216			103,609			164,258
		2013		1,355,475			108.0		—		150,608			150,608			150,608			903,650			1,355,475

				(1,095,778	)				289,812		363,904			(1,192,437	)		(1,954,590	)		1,397,532			(1,095,778	)


*Layer 3 - 2004 Acquisition of Metrocall Transmitters*
		2005		751,244			13.5		83,472		667,772			—			—			—			751,244
		2006		1,500,362			25.5		88,257		706,053			706,053			—			—			1,500,362
		2007		1,244,287			37.5		—		398,172			398,172			398,172			49,771			1,244,287
		2008		1,036,739			49.5		—		251,331			251,331			251,331			282,747			1,036,739
		2009		354,662			61.5		—		69,202			69,202			69,202			147,055			354,662
		2010		230,295			73.5		—		37,599			37,599			37,599			117,497			230,295
		2011		187,270			85.5		—		26,283			26,283			26,283			108,419			187,270
		2012		152,168			97.5		—		18,728			18,728			18,728			95,983			152,168
		2013		1,255,701			108.0		—		139,522			139,522			139,522			837,134			1,255,701

				6,712,728					171,729		2,314,663			1,646,891			940,838			1,638,606			6,712,728


*Layer 4 - 2007 Incremental Increase in Costs to Layers 2 and 3, and 2007 Additions*
		2008		946,848			12.0		—		—			—			—			946,848			946,848
		2009		138,970			24.0		—		—			—			—			138,970			138,970
		2010		280,925			36.0		—		—			—			—			280,925			280,925
		2011		342,327			48.0		—		—			—			—			342,327			342,327
		2012		386,906			60.0		—		—			—			—			386,906			386,906
		2013		1,099,827			72.0		—		—			—			48,238			1,051,589			1,099,827

				3,195,803													48,238			3,147,565			3,195,803

	Total ARC Asset		$	20,555,630

	Total Depreciation Expense Related to ARC Asset							$	10,156,310	$	3,526,060		$	1,301,947		$	(612,392	)	$	6,183,703		$	20,555,630

	*Disclosure in 2007 Form 10-K, page F-17*									*$3.5 million*			*$1.3 million*			*($0.6) million*


(1)		Slight variations due to rounding.

Page 4 of 4

Spok (SPOK) CORRESPCorrespondence with SEC