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United States Cellular Corporation
Notes to Consolidated Financial Statements (Continued)
NOTE 14 COMMON SHAREHOLDERS’ EQUITY
Tax-Deferred Savings Plan
U.S. Cellular has reserved 67,215 Common Shares for issuance under the TDS Tax-Deferred Savings
Plan, a qualified profit-sharing plan pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code.
Participating employees have the option of investing their contributions in a U.S. Cellular Common Share
fund, a TDS Common Share fund or certain unaffiliated funds.
Series A Common Shares
Series A Common Shares are convertible on a share-for-share basis into Common Shares. In matters
other than the election of directors, each Series A Common Share is entitled to ten votes per share,
compared to one vote for each Common Share. The Series A Common Shares are entitled to elect 75%
of the directors (rounded down), and the Common Shares elect 25% of the directors (rounded up). As of
December 31, 2013, a majority of U.S. Cellular’s outstanding Common Shares and all of U.S. Cellular’s
outstanding Series A Common Shares were held by TDS.
Common Share Repurchase Program
On November 17, 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to
1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter,
on a cumulative basis. These purchases will be made pursuant to open market purchases, block
purchases, private purchases, or otherwise, depending on market prices and other conditions. This
authorization does not have an expiration date.
Share repurchases made under this authorization were as follows:
Number of Average Cost
Year Ended December 31, Shares Per Share Total Cost
(Dollar amounts and shares in thousands)
2013
U.S. Cellular Common Shares ........................... 499 $37.19 $18,544
2012
U.S. Cellular Common Shares ........................... 571 $35.11 $20,045
2011
U.S. Cellular Common Shares ........................... 1,276 $48.82 $62,294
Pursuant to certain employee and non-employee benefit plans, U.S. Cellular reissued 535,578, 182,195,
and 286,211 Treasury Shares in 2013, 2012 and 2011, respectively.
Dividend
On June 25, 2013, U.S. Cellular paid a special cash dividend of $5.75 per share, for an aggregate
amount of $482.3 million, to all holders of U.S. Cellular Common Shares and Series A Common Shares
as of June 11, 2013.
NOTE 15 STOCK-BASED COMPENSATION
U.S. Cellular has established the following stock-based compensation plans: long-term incentive plans
and a Non-Employee Director compensation plan, and had an employee stock purchase plan that was
terminated in the fourth quarter of 2011. In addition, U.S. Cellular employees were eligible to participate
in the TDS employee stock purchase plan before that plan also was terminated in the fourth quarter of
2011.
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