Management’s Discussion and Analysis of Results of Oper ations and Financial Condition The following table is a summary of the components of cash flows from operating activities. revolving credit facilities totaled $279.3 million in 2003, primarily to  fund capital expenditures; $542.6 million in 2002, primarily to fund  the USCOC of Chicago acquisition and capital expenditures; and  $231.5 million in 2001, primarily to fund capital expenditures. In 2001, U.S. Cellular paid $32.0 million in cash and issued 644,000 USM Common Shares to satisfy the retirement of $126.2 million face value ($55.1 million carrying value) of Liquid Yield Option Notes by  the holders. Also, in 2001, U.S. Cellular paid $40.9 million for the repurchase  of 643,000 of its Common Shares, including $11.0 million paid in January 2001 related to December 2000 Common Share repurchases. See “Repurchase of Securities” for a description of U.S. Cellular’s Common Share repurchase programs. An additional 157,000 Common Shares were purchased in 2001 pursuant to a previously authorized program to repurchase a limited amount of shares on a quarterly basis, primarily for use in employee benefit plans. U.S. Cellular assesses its wireless holdings on an ongoing basis  in order to maximize the benefits derived from its operating markets. U.S. Cellular also reviews attractive opportunities for the acquisition  of additional wireless spectrum. On August 7, 2002, U.S. Cellular completed the acquisition of USCOC of Chicago, for approximately $618 million, including working capital and other adjustments. U.S. Cellular financed the purchase using its revolv- ing credit facilities, 9% Series A Notes and the Intercompany Note. Net of cash acquired in the transaction and notes issued to the sellers of USCOC of Chicago, U.S. Cellular used cash totaling $431.9 million for the acquisition of USCOC of Chicago. In 2002, U.S. Cellular, through joint ventures, acquired majority interests in licenses in three wireless markets. The interests U.S. Cellular acquired are 100% owned by the joint ventures, and U.S. Cellular is considered  to have the controlling financial interest in these joint ventures for financial reporting purposes. U.S. Cellular also acquired the remaining minority interests in three other wireless markets in which it previously owned the controlling financial interest for financial reporting purposes, resulting in 100% ownership in those markets. The aggregate amount paid by U.S. Cellular to acquire the interests in these transactions  was $21.1 million. In 2001, U.S. Cellular, on its own behalf and through joint ventures, acquired majority interests in licenses in 27 wireless markets for  $182.3 million in cash, which excluded $4.1 million of deposits on potential future acquisitions. These deposits were returned to U.S. Cellular in 2002 and no additional interests were acquired related  to the deposits. The interests U.S. Cellular acquired through joint  ventures are 100% owned by the joint ventures, and U.S. Cellular  is considered to have the controlling financial interest in these joint ventures for financial reporting purposes. Cash flows from financing activities required $70.6 million in 2003  and provided $465.5 million in 2002 and $136.1 million in 2001. In 2003, U.S. Cellular repaid the remaining principal amount outstanding  on its 9% Series A Notes with $40.7 million in cash, which was financed using U.S. Cellular’s revolving credit facilities. The 9% Series A Notes are now retired. On December 8, 2003, U.S. Cellular received $432.9 million net proceeds from the issuance of its $444.0 million of 6.7% Notes due December 2033. These proceeds were subsequently used to repay all outstanding borrowings under the revolving credit facility entered into in 1997. In 2002, U.S. Cellular received $159.9 million from the moneti- zation of its Vodafone investment through the forward contracts, $129.8 million net proceeds from the 8.75% Senior Notes offering  and $105.0 million through the Intercompany Note, all of which were used primarily to finance the USCOC of Chicago acquisition. In 2002, U.S. Cellular repurchased $129.8 million of its 9% Series A Notes using the net proceeds from the 8.75% Senior Notes offering. U.S. Cellular repaid $739.3 million in 2003, $346.6 million in 2002 and $22.5 million in 2001 under its revolving credit facilities. Borrowings under the  Cash flows from investing activities required $556.1 million in 2003, $1,099.6 million in 2002 and $671.8 million in 2001. Cash required for property, plant and equipment and system development expenditures totaled $632.5 million in 2003, $730.6 million in 2002 and $503.3 million in 2001. These expenditures were financed primarily with internally generated cash and borrowings from U.S. Cellular’s revolving credit facilities. These expenditures represent the construction of 507, 437 and 377 cell sites in 2003, 2002 and 2001, respectively, as well as other plant additions and costs related to the development of U.S. Cellular’s office systems. In 2003 and 2002, these plant additions included approximately $58 million and $215 million, respectively, for the migration to a single digital equipment platform. Other plant additions in all three years included significant amounts related to the replacement of retired  assets and the changeout of analog equipment for digital equipment. Acquisitions, excluding cash received in all three years, plus notes  issued to the sellers of USCOC of Chicago in 2002, required $5.1 million in 2003, $452.9 million in 2002 and $186.3 million in 2001. Proceeds from the exchange transaction with AT&T Wireless totaled $34.0 million in 2003. Cash distributions from wireless entities in which U.S. Cellular has an interest provided $44.8 million in 2003, $28.9 million in  2002 and $14.8 million in 2001. In 2002, U.S. Cellular was refunded $56.1 million of its deposit with the FCC related to the January 2001 FCC spectrum auction. Year Ended December 31, 2003 2002 2001 (as restated) (as restated) (Dollars in thousands) Net Income (loss) $ 42,660 $(26,945) $173,876 Noncash items included in income  from continuing operations 536,052 626,882 331,165 Income from continuing operations  excluding noncash items 578,712 599,937 505,041 Changes in assets and  liabilities from operations 42,943 20,143 (64,693) $621,655 $620,080 $440,348 ACQUISITIONS, EXCHANGES AND DIVESTITURES Acquisitions Acquisition of USCOC of Chicago Other Acquisitions 31