Item 2.02.Results of Operations and Financial Condition. On December 22, 2004, United States Cellular Corporation (“U.S. Cellular”) issued a news release announcing a restatement of certain financial information previously reported for the third quarter of 2004, as discussed in Item 4.02(a) below. A copy of the news release is attached hereto as Exhibit 99.1. The information in this Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Item 4.02(a).Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. Based on the recommendation of management, on December 22, 2004, the audit committee of U.S. Cellular determined that the Consolidated Statements of Cash Flows included in the Quarterly Report on Form 10-Q for the period ended September 30, 2004 should be restated to correct the classification of approximately $68.1 million of accreted interest paid on the redemption of U.S. Cellular’s Liquid Yield Option Notes (“LYONs”). As a result, U.S. Cellular intends to file an amended Form 10-Q to restate the Consolidated Statements of Cash Flows for the nine months ended September 30, 2004. The restatement will reclassify the accreted interest portion of the LYONs that were redeemed in July 2004 from “Cash Flows From Financing Activities” to “Cash Flows From Operating Activities.” This restatement will have no effect on U.S. Cellular’s “Net increase (decrease) in cash and cash equivalents” for the nine months ended September 30, 2004, and will only change the classification of cash flow items. The restatement of the Consolidated Statements of Cash Flows will have no impact on revenues, expenses, net income, earnings per share, or any balance sheet items. The following table shows the effect of the reclassification on the affected captions of the Consolidated Statements of Cash Flows. |
