US Cellular 2008 Annual Report Download - page 90

the premiums we would pay if we were to obtain coverage under separate policies. Payments made by
U.S. Cellular to TDS under the Insurance Cost Sharing Agreement totaled $7.2 million in 2008.
Employee Benefit Plans Agreement
Under an employee benefit plans agreement, our employees participate in certain TDS-sponsored
employee benefit plans. We reimburse TDS for the costs associated with such participation. Payments
made by U.S. Cellular to TDS under the Employee Benefit Plans Agreement totaled $0.9 million in 2008.
Certain Relationships and Related Transactions
The following persons are partners of Sidley Austin LLP, the principal law firm of U.S. Cellular, TDS
and their subsidiaries: Walter C.D. Carlson, a trustee and beneficiary of a voting trust that controls TDS
and U.S. Cellular, the non-executive Chairman of the Board and member of the board of directors of TDS
and a director of U.S. Cellular; William S. DeCarlo, the General Counsel of TDS and an Assistant
Secretary of TDS and certain subsidiaries of TDS; and Stephen P. Fitzell, the General Counsel and an
Assistant Secretary of U.S. Cellular and certain subsidiaries of TDS. Walter C.D. Carlson does not provide
legal services to U.S. Cellular, TDS or their subsidiaries. U.S. Cellular and its subsidiaries incurred legal
costs from Sidley Austin LLP of $6.9 million in 2008, $6.6 million in 2007 and $6.9 million in 2006.
The Audit Committee of the board of directors is responsible for the review and oversight of all
related party transactions, as such term is defined by the rules of the New York Stock Exchange.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of December 31, 2008 regarding U.S. Cellular Common
Shares that may be issued under equity compensation plans currently maintained by U.S. Cellular.
(c)
Number of securities remaining
(a) (b) available for future issuance
Number of securities to be Weighted-average exercise under equity compensation
issued upon the exercise of price of outstanding options plans (excluding securities
Plan Category outstanding options and rights and rights reflected in column (a))
Equity compensation
plans approved by
security holders(1) . 2,125,466 $57.15 1,818,776
Equity compensation
plans not approved
by security
holders(2) ....... — — —
TOTAL......... 2,125,466 $57.15 1,818,776
Explanation of Columns:
(a) Represents the number of securities to be issued upon the exercise of outstanding options or pursuant to unvested restricted
stock units and vested and unvested phantom stock units.
(b) Represents the weighted-average exercise price of all outstanding options. Restricted stock units and phantom stock units do
not have any exercise price.
(c) Represents the number of securities remaining available for future issuance under the plan, other than securities to be issued
upon the exercise of the outstanding options or pursuant to restricted stock units and phantom stock units disclosed in
column (a).
Footnotes:
(1) This includes the following plans that have been approved by U.S. Cellular shareholders:
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