United States Cellular Corporation
8410 West Bryn Mawr Avenue
Chicago, IL 60631
773-399-8900
Fax: 773-399-8936
VIA EDGAR
July 14, 2010
Mr. Larry Spirgel
Assistant Director
United States Securities and Exchange Commission
100 F. Street, N.E.
Mail Stop 3720
Washington, D.C. 20549
Re: United States Cellular Corporation
Form 10-K for the Fiscal Year ended December 31, 2009; and
Form 10-Q for the Period Ended March 31, 2010
Filed February 25, 2010 and May 10, 2010, respectively
File No. 1-09712
Dear Mr. Spirgel:
Reference is made to your letter dated May 18, 2010 to Steven T. Campbell, Executive Vice President-Finance, Chief Financial Officer and Treasurer, of United States Cellular Corporation (“Company”), regarding the Securities and Exchange Commission (“SEC” or “Commission”) Staff’s comments on the above-referenced filings. The Company provided responses to such comments in a letter dated June 2, 2010. Subsequently, at the request of Joe Cascarano, SEC Staff Accountant, representatives of the Company, its parent, Telephone and Data Systems, Inc., and their independent public accounting firm, PricewaterhouseCoopers LLP, held a call with representatives of the SEC on July 1, 2010 relating to the Company’s response to Comment 2. As requested by the SEC Staff on that call, this letter provides the following information with respect to Comment 2:
· A copy of the valuation report with respect to the fair value of U.S. Cellular’s indefinite-lived intangible assets dated as of November 1, 2009 prepared by Marsh Inc., the Company’s valuation consultant. (EXHIBIT A)
· A summary of the weighted average cost of capital (“WACC”) of the three largest national market participants in the wireless industry using several different estimation techniques and/or data sources. The various estimates show the WACC for these market participants to generally be in the range of 6.5% to 7.5% versus the 10% WACC (excluding the company specific risk premium) used by the Company in its license impairment testing. (EXHIBIT B)
In connection with responding to the SEC Staff’s comments, the Company acknowledges that
- The Company is responsible for the adequacy and accuracy of the disclosure in the filings;
· SEC Staff comments or changes to disclosure in response to SEC Staff comments do not foreclose the Commission from taking any action with respect to the filings; and
· The Company may not assert SEC Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company’s management has reviewed the above responses to the Staff’s comments with the Audit Committee of its Board of Directors and with its independent public accounting firm, PricewaterhouseCoopers LLP. If you have any questions, please contact me at (773) 399-4850 or Kenneth R. Meyers, Chief Accounting Officer, at (312) 592-5304.
Yours truly,
United States Cellular Corporation
By: /s/ Steven T. Campbell______________
Steven T. Campbell
Executive Vice President-Finance,
Chief Financial Officer and Treasurer
cc: Kenneth R. Meyers
EXHIBIT A
Valuation Report
Such Exhibit A has been provided as Exhibit A to the correspondence letter from Telephone and Data Systems, Inc. (“TDS”) to the Securities and Exchange Commission dated July 14, 2010. TDS is the parent company of United States Cellular Corporation.
EXHIBIT B
Weighted Average Cost of Capital for Market Participants
Such Exhibit B has been provided as Exhibit B to the correspondence letter from Telephone and Data Systems, Inc. (“TDS”) to the Securities and Exchange Commission dated July 14, 2010. TDS is the parent company of United States Cellular Corporation.