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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark one)

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2009
OR
 
¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                              to 
Commission file number: 1-14157 (Telephone and Data Systems, Inc.)
1-9712 (United States Cellular Corporation)
A.   Full title of the plan and the address of the plan, if different from that of the issuer names below:

Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan
30 North LaSalle Street
40th Floor
Chicago, IL  60602

 
B.   Name of issuers of the securities held pursuant to the plan and the addresses of the principal executive office:
 

Telephone and Data Systems, Inc.
30 North LaSalle Street
40th Floor
Chicago, IL  60602

United States Cellular Corporation
8410 West Bryn Mawr Ave.
Suite 700
Chicago, IL  60631

 

 




 

 

TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

 

Financial Statements

 

 

 

 

 

 

Statements of Net Assets Available for Benefits

 

Statement of Changes in Net Assets Available for Benefits

 

Notes to Financial Statements  

 

 

 

 

 

Supplemental Information

 

 

 

 

 

 

Schedule of Assets (Held at End of Year)

14 

Exhibits
 
  No. Description
  23.1 Consent of Independent Registered Public Accounting Firm

 

 

Report of Independent Registered Public Accounting Firm

 

To the Investment Management Committee

Telephone and Data Systems, Inc. Tax-Deferred Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of Telephone and Data Systems, Inc. Tax-Deferred Savings Plan (the “Plan”) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009.  The financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) as of December 31, 2009 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

 

 

Deerfield, Illinois

June 22, 2010

 

 

 

McGladrey & Pullen, LLP is a member firm of RSM International

an affiliation of separate and independent legal entities.

 

1

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2009 and 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

2008

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value

$

 417,426,233

 

 

$

 317,020,381

 

 

 

 

 

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

 

 

 

Accrued income

 

 365,450

 

 

 

 378,165

 

 

Due from broker for securities sold and other

 

 5,135

 

 

 

 73,541,504

 

 

 

Total receivables

 

 370,585

 

 

 

 73,919,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 417,796,818

 

 

 

 390,940,050

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due to broker for securities purchased

 

 —

 

 

 

 73,717,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 —

 

 

 

 73,717,095

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets Available for Benefits at Fair Value

 

 417,796,818

 

 

 

 317,222,955

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment from Fair Value to Contract Value for Fully Benefit-Responsive Investment Contracts

 

 (1,734,405

)

 

 

 949,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets Available for Benefits

$

 416,062,413

 

 

$

 318,171,975

 

 

See Notes to Financial Statements.

 

2

 


 

TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31, 2009

 

Additions to Plan Assets Attributed to

 

 

Investment income:

 

 

 

Net appreciation in fair value of investments

$

 50,554,311

 

Interest and dividends

 

 9,595,371

 

 

 

 

 

 

 

 

 

 

 

 

Contributions:

 

 

 

Participants’

 

 40,675,195

 

Employers’

 

 20,996,727

 

Participant rollover

 

 1,223,630

 

 

Total additions

 

 123,045,234

 

 

 

 

 

 

Deductions From Plan Assets Attributed to

 

 

 

Benefits paid to participants

 

 25,154,796

 

 

Total deductions

 

 25,154,796

 

 

 

 

 

 

 

 

Net increase

 

 97,890,438

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

Beginning of year

 

 318,171,975

 

 

 

 

 

 

 

 

End of year

$

 416,062,413

 

See Notes to Financial Statements.

 

3

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Note 1.   Description of the Plan

 

The following description of the Telephone and Data Systems, Inc. Tax-Deferred Savings Plan (the “Plan”) provides only general information. Participants should refer to the Telephone and Data Systems, Inc. Tax-Deferred Savings Plan summary plan description for a more complete description of the Plan’s provisions.

 

General: The Plan is a contributory tax-exempt profit-sharing plan established by Telephone and Data Systems, Inc. (“TDS” or the “Company”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company is the administrator and sponsor of the Plan and has appointed The Bank of New York Mellon as directed trustee of the Plan. The Bank of New York Mellon is also the asset custodian of the Plan, and they provide record keeping and reporting services to the Plan in conjunction with Hewitt Associates, the Plan’s third-party administrator. The Plan qualifies under Section 401(a) of the Internal Revenue Code. All employees of TDS and its subsidiaries which have adopted the Plan (the Company and such subsidiaries being referred to as “employers”) that are age twenty-one or older are eligible to participate. The Plan allows participants to enter the Plan upon the latter of their first day of employment or twenty-first birthday.  Participation in the Plan is voluntary.

 

The Plan’s assets are overseen by an investment management committee appointed by TDS. The investment management committee is authorized to invest Plan assets as directed by the participants.

 

Contributions: During 2008 participants could contribute up to 60% of pretax annual compensation (salary reduction contributions), as defined in the Plan.  Effective January 1, 2009, participants may contribute to a Roth 401(k) on an after-tax basis. The combined pre-tax and Roth after-tax contributions may not exceed 60% of salary reduction contributions, as defined in the Plan and in accordance with Internal Revenue Service limits.  Participants may also contribute amounts representing eligible distributions from other qualified plans (rollover contributions).

 

Any eligible employee with 90 days or more of continuous employment is automatically enrolled in the Plan at a 3% deferral rate with the rate increasing by 1% annually until it reaches 10%, unless the employee elects otherwise.  The Vanguard Target Date Retirement Funds are used as the Qualified Default Investment Alternative (QDIA) for automatic enrollment. 

 

The employer matching contribution is 100% on the first 3% of a participant’s salary reduction contributions and 40% on the next 2% of salary reduction contributions.

 

Employer contributions are allocated to an employee’s account based on the employee’s investment elections.

 

Participants’ Accounts and Investment Options: Each participant’s account is credited with the participant’s salary reduction contributions, employer’s matching contributions and Plan earnings/losses. Allocations are based on participant contributions and account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Participants may invest their salary reduction contributions, any rollover account balances, and employer matching contributions into a variety of investment options as more fully described in the Plan’s literature. Participants may change their investment options via telephone or internet.

 

Vesting: Participants are always 100% vested in their salary reduction and rollover contributions plus actual earnings thereon.  Vesting in employer matching contributions plus actual earnings thereon is based on years of vesting service.  Accounts vest 34% after completing one year of vesting service; and 100% after completing two years of vesting service.

 

A participant also becomes 100% vested in employer matching contributions plus actual earnings thereon upon termination of employment after attaining age 65, death or disability.

 

4

 


TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Forfeited Accounts: During the year ended December 31, 2009, forfeited non-vested accounts were used to reduce employer contributions by $382,032. All such forfeitures were used at December 31, 2009.

 

Payment of Benefits: Vested benefits may be paid to the participant upon termination of employment or under other limited circumstances, as defined in the Plan.  The total vested portion of a participant’s account balance may be distributed in the form of a lump-sum payment or installments.  Participants experiencing a qualified financial hardship may withdraw a portion of their account balance as defined in the Plan.

 

Participant Loans: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance (excluding employer matching contributions).  These loans are secured by the remaining balance in the participant’s account.  The loans bear interest at the prime rate plus 1% as published in the Wall Street Journal on the fifteenth day of the month prior to the quarter in which the loan is processed.  Principal and interest is paid ratably through after-tax payroll deductions.  The repayment period on the loan can range from one to five years.  Loans will be considered in default if no loan payment is received during any 90-day period.

 

Termination of Plan: Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA.  In the event of Plan termination, participants become 100% vested in their accounts.

 

Plan Expenses: All administrative, recordkeeping and auditing fees are borne by TDS.  Investment expenses are paid by Plan participants.

 

Note 2.   Summary of Significant Accounting Policies

 

Basis of Accounting and Use of Estimates: The accompanying financial statements have been prepared on the accrual basis of accounting.  The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Plan’s management to use estimates and assumptions that affect the accompanying financial statements and disclosures.  Actual results could differ from these estimates.

 

Fully Benefit-Responsive Investment Contracts: In accordance with GAAP, fully benefit-responsive investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The Plan invests in investment contracts through the Vanguard Retirement Savings Trust II, a collective trust.  At December 31, 2009 and 2008, all of the Vanguard Retirement Savings Trust II’s investments were in Vanguard Retirement Savings Master Trust (“the Vanguard Trust”).  The Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

The Vanguard Trust provides for the collective investment of assets of tax-exempt pension and profit-sharing plans, primarily in a pool of investment contracts that are issued by insurance companies and commercial banks and in contracts that are backed by bond trusts that are selected by the Trustee, Vanguard Fiduciary Trust Company. The issuers’ ability to meet these obligations may be affected by economic developments in their respective companies and industries. At December 31, 2009, 87.5% of the Vanguard Trust’s holdings were comprised of “traditional investment contracts” and “alternative investment contracts” as described below.  The remainder of the Vanguard Trust’s investments consisted of Money Market funds.

 

5

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Traditional investment contracts issued by insurance companies and banks are nontransferable, but provide for benefit-responsive withdrawals by plan participants at contract value. For traditional investment contracts, fair value comprises the expected future cash flows for each contract discounted to present value. Contract value represents contributions made plus interest accrued at the contract rate, less withdrawals. The crediting rate on traditional contracts is typically fixed for the life of the investment.

 

Alternative investment contracts consist of investments together with contracts under which a bank or other institution provides for benefit-responsive withdrawals by plan participants at contract value.  For alternative investment contracts, the fair value comprises the aggregate market values of the underlying investments in bond trusts, and the value of the wrap contracts, if any. The difference between valuation at contract value and fair value is reflected over time through the crediting rate formula provided for in the Vanguard Trust’s synthetic contracts. The crediting rate of the contract resets every quarter (but will not fall below zero) based on the performance of the underlying investment portfolio. To the extent that the Vanguard Trust has unrealized gains and losses (that are accounted for, under contract value accounting, through the value of the synthetic contract), the interest crediting rate may differ from then-current market rates. An investor currently redeeming Vanguard Trust units may forgo a benefit, or avoid a loss, related to a future crediting rate different from then-current market rates. Future average interest crediting rates on alternative investment contracts could be influenced by changes in market interest rates.  These contracts can be terminated by the trust or the issuer after providing 60 days’ notice.

 

The average yield earned by the Vanguard Trust was 3.15% and 3.67% for the years ended December 31, 2009 and 2008, respectively. This average yield is calculated by dividing the annualized earnings of all investments in the Vanguard Trust (irrespective of the interest rate credited to participants in the Vanguard Trust) by the fair value of all investments in the Vanguard Trust on the last day of the fiscal year.

 

The average yield earned by the Vanguard Trust with an adjustment to reflect the actual interest rate credited to participants in the Vanguard Trust was 2.86% and 3.38% for the years ended December 31, 2009 and 2008, respectively. This average yield is calculated by dividing the annualized earnings credited to participants (irrespective of the actual earnings of the investments in the Vanguard Trust) by the fair value of all investments in the Vanguard Trust on the last day of the fiscal year.

 

The existence of certain conditions can limit the Vanguard Trust’s ability to transact at contract value with issuers of its investment contracts. Specifically, any event outside the normal operation of the Vanguard Trust that causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to the withdrawal. Examples of such events include, but are not limited to, partial or complete legal termination of the Vanguard Trust or the Plan, tax disqualification of the Vanguard Trust or the Plan, and certain Vanguard Trust amendments if issuers’ consent is not obtained. As of December 31, 2009, the occurrence of an event outside the normal operation of the Vanguard Trust that would cause a withdrawal from an investment contract with a negative market value adjustment is not considered to be probable.

 

The table below summarizes the Plan’s investment in the Vanguard Trust at December 31, 2009:

 

  Fair Value   Unfunded Commitments   Participant Redemption Frequency   Redemption Notice
Period (1)
 
Vanguard Retirement Savings Trust II $ 80,229,041   $   Daily   Twelve Months

 


(1) This notice period provides for Plan redemptions at contract value, subject to other provisions in the Declaration of Trust.

 

Investment Valuation and Income Recognition: Investments are reported at fair value.  In accordance with the accounting standard regarding fair value measurements, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  See Note 3  Fair Value Measurements for further information on the fair value of the Plan’s assets.

 

6

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Net appreciation in fair value of investments included in the accompanying statement of changes in net assets available for benefits includes realized gains or losses from the sale of investments and unrealized appreciation or depreciation in fair value of investments.  The net realized gains or losses on the sale of investments represent the difference between the sale proceeds and the fair value of the investment as of the beginning of the period or the cost of the investment if purchased during the year.  Net unrealized appreciation or depreciation in the fair value of investments represents the net change in the fair value of the investments held during the period.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date.

 

The Plan made changes to the investment options available effective January 1, 2009.  The trades for these changes were effective December 31, 2008, which resulted in significant due to/due from activity on the Statement of Net Assets Available for Benefits at December 31, 2008.

 

Payment of Benefits: Benefits are recorded when paid.

 

Recent Accounting Pronouncements: In July 2006, the Financial Accounting Standards Board (“FASB”) issued an interpretation regarding Accounting for Uncertainty in Income Taxes. This guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.   Under this interpretation, the Plan must evaluate income tax uncertainties, assess the probability of the ultimate settlement with the applicable taxing authority and record an amount based on that assessment.  The Plan adopted this interpretation effective January 1, 2009. Prior to adoption of this interpretation, the Plan evaluated its uncertain tax positions and related income tax contingencies under the Accounting for Contingencies guidance. The Accounting for Contingencies guidance required the Plan to accrue for losses it believed were probable and could be reasonably estimated.   No such losses were accrued in the Statement of Net Assets Available for Benefits at December 31, 2008.  Adoption of this interpretation did not impact on the Plan’s net assets at December 31, 2009 and 2008, or changes in net assets available for benefits for the year ended December 31, 2009.

 

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06 requires new disclosures regarding transfers in and out of Levels 1 and 2 and activity in Level 3 fair value measurements.  It also clarifies existing disclosure requirements regarding the level of disaggregation in certain disclosures, inputs, and valuation techniques used in FASB ASC 820, Fair Value Measurements and Disclosures.  The Plan is required to adopt all of the requirements of this update on January 1, 2010, its effective date, except for the new requirement regarding activity in Level 3 fair value measurements which has a later effective date under the provisions of ASU 2010-6, and will become effective on January 1, 2011.  Adoption of this pronouncement is not expected to have a significant impact on the Plan’s fair value disclosures.

 

7

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Note 3.   Fair Value Measurements

 

The Plan follows the required provisions under GAAP that define “fair value”, establish a framework for measuring fair value in the application of GAAP, and expand disclosure about fair value measurements. The provisions provide 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). The provisions establish a fair value hierarchy that contains three levels for inputs used in fair value measurements.  The three levels of the fair value hierarchy are described below:

 

Level 1                   Quoted market prices for identical assets or liabilities in active markets;

Level 2                   Quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets;

Level 3                   Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile, and therefore Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.  The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. 

 

The Plan values shares of TDS Common and TDS Special Common stock and common stock of U.S. Cellular, TDS’ subsidiary, based on the closing price reported on the active market in which the individual securities are traded.  These securities are classified as Common Stock of Plan Sponsor and Subsidiary.  The Plan also values Mutual Funds based on the closing price reported on the active market in which the individual securities are traded. Common Stock of Plan Sponsor and Subsidiary and Mutual Funds are classified within Level 1 of the valuation hierarchy.

 

The Plan values Deposit Accounts based on a statement provided by the financial institution which shows the principal plus accrued interest at the measurement date. This amount is the cash which the Plan would receive if it liquidated its position. Deposit Accounts are classified within Level 1 of the valuation hierarchy.

 

The Investment Contracts are bank common trusts that invest in synthetic investment contracts which are backed by investments issued by insurance companies and banks. The Net Asset Value (NAV) for the Investment Contracts is $1 per share. The Investment Contracts are valued based on the value provided by the administrator of the fund and are classified within Level 3 of the valuation hierarchy.

 

The Plan values Loans to Participants based on amortized cost, which approximates fair value. Loans to Participants are classified within Level 3 of the valuation hierarchy.

 

8

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

The following tables set forth by level within the fair value hierarchy the investment assets at fair value, as of December 31, 2009 and 2008, respectively.

 

December 31, 2009

Level 1

 

Level 2

 

Level 3

 

Total

Mutual Funds

 

 

 

 

 

 

 

 

 

 

 

 

Bond

$

 49,010,937

 

$

 —

 

$

 —

 

$

 49,010,937

 

International equity

 

46,797,849

 

 

 —

 

 

 —

 

 

46,797,849

 

Money market

 

1,595,792

 

 

 

 

 

 

1,595,792

 

Retirement income

 

1,388,941

 

 

 

 

 

 

1,388,941

 

Target date

 

34,583,938

 

 

 

 

 

 

34,583,938

 

U.S. large cap

 

114,331,356

  

 

 

 

 

 

114,331,356

 

U.S. small cap

 

33,576,318

 

 

 

 

 

 

33,576,318

Deposit Accounts

 

 

 

 

 

 

 

Common Stock of Plan Sponsor and Subsidiary

 

47,336,887

 

 

 

 

 

 

47,336,887

Investment Contracts

 

 

 

 

 

80,229,041

 

 

80,229,041

Loans to Participants

 

 

 

 

 

8,575,174

 

 

8,575,174

Total Plan assets at fair value

$

328,622,018

 

$

 

$

88,804,215

 

$

417,426,233

 
 

December 31, 2008

Level 1

 

Level 2

 

Level 3

 

Total

Mutual Funds

 

 

Bond

$

 43,044,174

 

$

 —

 

$

 —

 

$

43,044,174

 

International equity

 

30,941,443

 

 

 

 

 —

 

 

30,941,443

 

Money market

 

260,613

 

 

 

 

 

 

260,613

 

Retirement income

 

876,588

 

 

 

 

 

 

876,588

 

Target date

 

13,317,197

 

 

 

 

 

 

13,317,197

 

U.S. large cap

 

83,494,700

 

 

 

 

 

 

83,494,700

 

U.S. small cap

 

19,763,795

 

 

 

 

 

 

19,763,795

Deposit Accounts

 

1,380,791

 

 

 

 

 

 

1,380,791

Common Stock of Plan Sponsor and Subsidiary

 

43,797,443

 

 

 

 

 

 

43,797,443

Investment Contracts

 

 

 

 

 

72,592,484

 

 

72,592,484

Loans to Participants

 

 

 

 

 

7,551,153

 

 

7,551,153

Total Plan assets at fair value

$

236,876,744

 

$

 

$

80,143,637

 

$

317,020,381

 
9
 

TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 investment assets for the year ended December 31, 2009.

 

 

Investment

Contracts

Loans to

Participants

Total

Balance, beginning of year

$

72,592,484

   

$

7,551,153

   

$

80,143,637

 

Unrealized gains

 

2,683,425

   

 

   

 

2,683,425

 

Acquisitions

 

94,221,501

   

 

5,306,831

   

 

99,528,332

 

Dispositions

 

(89,268,369

)  

 

(4,282,810

)  

 

(93,551,179

)

Balance, end of year

$

80,229,041

   

$

8,575,174

   

$

88,804,215

 

10


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Note 4.   Investments

The following presents investments as of December 31, 2009 and 2008.

 

 

2009

2008

Bank Common Trust

 

Vanguard Retirement Savings Trust II (1)

$

 78,494,636

*

 

$

 73,541,504

*

 

Deposit Account

 

Boston Safe Deposit Trust Late Money Deposit Account

 

 

 

 

1,380,791

 

 

Common Stock of Plan Sponsor and Subsidiary

 

Telephone and Data Systems, Inc.

 

17,263,347

 

 

 

15,122,017

 

 

Telephone and Data Systems, Inc. Special

 

7,072,689

 

 

 

6,641,576

 

 

United States Cellular Corporation

 

23,000,851

*

 

 

22,033,850

*

 

Mutual Funds

 

Mutual Funds Available for Participant Contributions:

 

Vanguard Institutional Index Fund

 

45,690,972

*

 

 

34,624,487

*

 

Vanguard Small Cap Value Index Fund

 

14,350,608

 

 

 

9,143,814

 

 

Vanguard Value Index Fund

 

23,762,736

*

 

 

18,132,897

*

 

Vanguard Small Cap Growth Index Fund

 

19,225,710

 

 

 

10,619,981

 

 

Vanguard Total Bond Market Index Fund

 

49,010,937

*

 

 

43,044,174

*

 

Vanguard Growth Index Fund

 

44,877,648

*

 

 

30,737,316

*

 

Vanguard Total International Stock Index Fund

 

46,797,849

*

 

 

30,941,443

*

 

Vanguard Target Retirement Income Fund

 

1,388,941

 

 

 

876,588

 

 

Vanguard Target 2005 Retirement Fund

 

440,446

 

 

 

401,754

 

 

Vanguard Target 2010 Retirement Fund

 

1,250,340

 

 

 

605,549

 

 

Vanguard Target 2015 Retirement Fund

 

2,417,995

 

 

 

1,507,840

 

 

Vanguard Target 2020 Retirement Fund

 

2,645,811

 

 

 

1,096,798

 

 

Vanguard Target 2025 Retirement Fund

 

3,644,267

 

 

 

1,536,633

 

 

Vanguard Target 2030 Retirement Fund

 

4,553,289

 

 

 

1,989,868

 

 

Vanguard Target 2035 Retirement Fund

 

5,069,787

 

 

 

1,742,066

 

 

Vanguard Target 2040 Retirement Fund

 

4,490,385

 

 

 

1,746,220

 

 

Vanguard Target 2045 Retirement Fund

 

5,154,152

 

 

 

1,474,282

 

 

Vanguard Target 2050 Retirement Fund

 

4,917,466

 

 

 

1,216,187

 

 

Mutual Funds Used by the Plan to Invest Cash Pending Settlement:

 

Dreyfus Treasury & Agency Cash

 

1,595,792

 

 

 

260,613

 

 

Participant Loans

 

8,575,174

 

 

 

7,551,153

 

 

Total Investments

$

415,691,828

 

 

$

317,969,401

 

 


*    Investment represents 5% or more of the Plan’s net assets.

(1) The amount reported is contract value; the fair value of the related assets was $80,229,041 and $72,592,484 at December 31, 2009 and 2008, respectively.

 

11

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

During the year ended December 31, 2009, the Plan’s investments (including gains and losses on investments bought, sold, and held during the year) earned income as follows:

 

Net appreciation of fair value:

 

Common Stock of Plan Sponsor and Subsidiary

$

 1,857,698 

 

Mutual Funds

 

 48,696,613 

 

 

 50,554,311 

Interest and dividends

 

 9,595,371 

 

Net investment income of funds

$

 60,149,682 

 

Investments, in general, are subject to various risks, including credit, interest, and overall market volatility risks.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in values of investment securities will occur in the near term, and such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

 

Note 5.   Amount Owed to Participants Withdrawing From the Plan

 

Amounts owed to participants who have withdrawn from the Plan total $0 and $292,278 as of December 31, 2009 and 2008, respectively, and are included in Net assets available for benefits. These amounts are not included in Benefits paid to participants until paid by the Plan.

 

Note 6.   Parties In Interest

 

The Bank of New York Mellon sponsors certain plan investments which include shares of a common trust fund, deposit account and a mutual fund. The Bank of New York Mellon is the directed trustee of the Plan and, therefore, transactions qualify as party-in-interest transactions.

 

United States Cellular Corporation is a subsidiary of Telephone and Data Systems, Inc. The Plan invests in common stock of United States Cellular Corporation and Telephone and Data Systems, Inc. Therefore, transactions in the common stock of these companies qualify as party-in-interest transactions.

 

Loans to participants also qualify as party-in-interest transactions.

 

Note 7.   Tax Status

 

The Plan obtained its latest determination letter on September 25, 2009 in which the Internal Revenue Service stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since the receipt of the determination letter. The Plan administrator believes that the Plan is designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan administrator believes that the Plan was qualified and the related trust was tax-exempt at the financial statement date.

 

12

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

 

Note 8.   Reconciliation of Financial Statements to Form 5500

 

A reconciliation between the financial statements and Form 5500 as of December 31, 2009 and 2008, and for the year ended December 31, 2009 is as follows:

 

 

2009

 

2008 

 

Total net assets per Form 5500, Schedule H

$

417,748,187

 

 

$

 316,927,063

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(1,734,405

)

 

 

 949,020

Benefits payable accrued (deducted) for the 5500

 

 

 

 

 292,278

Deemed distributions of Participant Loans

 

48,631

 

 

 

 3,614

 

Net Assets Available for Benefits Per Financial Statements

$

416,062,413

 

 

$

318,171,975

 

 

Change in net assets per Form 5500, Schedule H

$

 100,821,124

 

 

 

 

Change in fair value to contract value for fully benefit-responsive investment contracts

 

(2,683,425

)

 

 

 

Change in benefits payable (deductible) for the 5500

 

(292,278

)

 

 

 

Change in deemed distributions of Participant Loans

 

45,017

 

 

 

 

 

Change in Net Assets Available for Benefits Per Financial Statements

$

97,890,438

 

 

 

 

 

Note 9.   Plan Amendment

 

In 2009, the Retirement Plan Committee approved an amendment to the Plan related to final regulations issued by the Internal Revenue Service regarding automatic enrollment of participants.  Effective January 1, 2010 employees are eligible to join the Plan upon the latter of 30 days of continuous service with the Company or their twenty-first birthday.   Also effective January 1, 2010, any eligible employee who does not enroll on their own, or elect to opt out of automatic enrollment, will be automatically enrolled in the Plan starting on their eligibility date. Previously, employees were automatically enrolled 90 days after their eligibility date.

 

13

 


TELEPHONE AND DATA SYSTEMS, INC.

TAX-DEFERRED SAVINGS PLAN

 

SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)

Plan 003 EIN 36-2669023

December 31, 2009

 


(a)

(b)

Identity of Issue, Borrower, Lessor,

or Similar Party

(c)

Description of Investment

Including Maturity Date,

Rate of Interest, Collateral,

Par or Maturity Value

(d)

Cost

(e)

Current

Value

 

 

Bank Common Trust

 

 

Vanguard Retirement Savings Trust II

 

 78,494,636

Shares

 

**

 

$

 80,229,041

 

 

 

Common Stock of Plan Sponsor and Subsidiary

*

 

Telephone and Data Systems, Inc.

 

 508,943

Shares

 

**

 

 

 17,263,347

*

 

Telephone and Data Systems, Inc. Special

 

 234,195

Shares

 

**

 

 

 7,072,689

*

 

United States Cellular Corporation

 

 542,345

Shares

 

**

 

 

 23,000,851

 

 

 

Mutual Funds

 

 

 

Mutual Funds Available for Participant Contributions:

 

 

 

 

 

Vanguard Institutional Index Fund

 

 448,039

Shares

 

**

 

 

 45,690,972

 

 

 

 

 

Vanguard Small Cap Value Index Fund

 

 1,096,303

Shares

 

**

 

 

 14,350,608

 

 

 

 

 

Vanguard Value Index Fund

 

 1,275,509

Shares

 

**

 

 

 23,762,736

 

 

 

 

 

Vanguard Small Cap Growth Index Fund

 

 1,140,992

Shares

 

**

 

 

 19,225,710

 

 

 

 

 

Vanguard Total Bond Market Index Fund

 

 4,735,356

Shares

 

**

 

 

 49,010,937

 

 

 

 

 

Vanguard Growth Index Fund

 

 1,642,666

Shares

 

**

 

 

 44,877,648

 

 

 

 

 

Vanguard Total International Stock Index Fund

 

 3,247,595

Shares

 

**

 

 

 46,797,849

 

 

 

 

 

Vanguard Target Retirement Income Fund

 

 131,156

Shares

 

**

 

 

 1,388,941

 

 

 

 

 

Vanguard Target 2005 Retirement Fund

 

 40,113

Shares

 

**

 

 

 440,446

 

 

 

 

 

Vanguard Target 2010 Retirement Fund

 

 60,933

Shares

 

**

 

 

 1,250,340

 

 

 

 

 

Vanguard Target 2015 Retirement Fund

 

 213,793

Shares

 

**

 

 

 2,417,995

 

 

 

 

 

Vanguard Target 2020 Retirement Fund

 

 132,556

Shares

 

**

 

 

 2,645,811

 

 

 

 

 

Vanguard Target 2025 Retirement Fund

 

 321,932

Shares

 

**

 

 

 3,644,267

 

 

 

 

 

Vanguard Target 2030 Retirement Fund

 

 235,800

Shares

 

**

 

 

 4,553,289

 

 

 

 

 

Vanguard Target 2035 Retirement Fund

 

 436,298

Shares

 

**

 

 

 5,069,787

 

 

 

 

 

Vanguard Target 2040 Retirement Fund

 

 235,716

Shares

 

**

 

 

 4,490,385

 

 

 

  

 

Vanguard Target 2045 Retirement Fund

 

 428,798

Shares

 

**

 

 

 5,154,152

 

 

 

 

 

Vanguard Target 2050 Retirement Fund

 

 257,324

Shares

 

**

 

 

 4,917,466

 

 

 

Mutual Funds Used by the Plan to Invest Cash Pending Settlement:

*

 

 

 

 

Dreyfus Treasury & Agency Cash

 

 1,595,792

Shares

 

**

 

 

 1,595,792

  

 

 

 

Participant Loans

*

 

 

Loans to Participants

 

Loan term 1 - 10 years;

Interest rates range

from 4.25% to 9.25% (1)

 

 

 

8,575,174

 

 

$

 417,426,233

                     
* Represents a party in interest
** Cost omitted for participant directed investments
(1) The Plan currently allows for loan terms of 1 to 5 years.  Employees who joined the Plan as the result of an acquisition were eligible to obtain loans with terms up to 20 years under their prior plan.  Certain of these loans which were outstanding at December 31, 2009 had original loan terms of 10 years.
 
14
 

Signatures

The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, Telephone and Data Systems, Inc., the Plan Administrator has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned hereunto duly authorized.

TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN

   
By /s/ C. Theodore Herbert
  C. Theodore Herbert, Vice President-Human Resources
   
By /s/ Douglas D. Shuma

Douglas D. Shuma, Senior Vice President and
Corporate Controller

 

Dated: June 23, 2010

15