UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): March 20, 2015
UNITED STATES CELLULAR
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-9712
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62-1147325
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(State or other
jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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8410 West Bryn
Mawr, Chicago, Illinois
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60631
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(Address of principal
executive offices)
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(Zip Code)
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Registrant's
telephone number, including area code: (773) 399-8900
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 7.01. Regulation
FD Disclosure.
On
March 20, 2015, United States Cellular Corporation (“U.S. Cellular”) announced
that it would discontinue its Rewards program for customers that are on service
plans eligible for Rewards points. All Rewards-eligible customers will be
impacted by this change.
The
decision to phase out the Rewards program was made after careful consideration
and input from many customers. The decision will allow U.S. Cellular to bring
its customers more of the things that matter to them the most, such as national
coverage, customer service excellence, the newest devices and the best overall
value,
Customers
will continue to earn Rewards points through April 30, 2015 for Rewards
eligible activity and will have the ability to redeem Rewards points through
September 1, 2015. After September 1, 2015, customers’ Rewards accounts will be
closed and any unredeemed Rewards points will expire as the program will be
officially discontinued.
For
additional information on the changes to the Rewards program, see
www.uscellular.com.
At
this time, the company is unable to reliably estimate the financial benefit to
its 2015 results of operations of discontinuing the Rewards program. Revenue
will increase due to the deferred point balance being recognized, but
redemption rates and how redeemed points are used as the program winds down are
uncertain and could vary widely. Direct and indirect costs related to ending
the program including temporarily increased customer service staffing levels,
customer churn, and churn mitigation programs could be significant and also
could vary widely. The company will continue to provide innovative plans,
products and services that will provide customers with exceptional value above
and beyond the Rewards program.
The
information in this Item 7.01 is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits:
In accordance with the provisions of
Item 601 of Regulation S-K, any Exhibits filed or furnished herewith are set
forth on the Exhibit Index attached hereto.
SIGNATURES
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Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
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United States
Cellular Corporation
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(Registrant)
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Date:
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March 20, 2015
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By:
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/s/ Steven T.
Campbell
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Steven T.
Campbell
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Executive Vice
President - Finance,
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Chief Financial
Officer and Treasurer
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(principal
financial officer)
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EXHIBIT INDEX
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The following exhibits are filed or
furnished herewith as noted below.
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Exhibit No.
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Description
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99.1
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Private
Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement
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Exhibit
99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT
This Form 8-K and/or press
release attached to this Form 8-K contain statements that are not based on
historical facts and represent forward-looking statements, as this term is
defined in the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address activities,
events or developments that U.S. Cellular intends, expects, projects, believes,
estimates, plans or anticipates will or may occur in the future are
forward-looking statements. The words “believes,” “anticipates,”
“estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions
are intended to identify these forward-looking statements, but are not the
exclusive means of identifying them. Such forward‑looking statements
involve known and unknown risks, uncertainties and other factors that may cause
actual results, events or developments to be significantly different from any
future results, events or developments expressed or implied by such forward‑looking
statements. Such risks, uncertainties and other factors include those set
forth below, as more fully discussed under “Risk Factors” in the most recent
filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q
filed subsequent to such Form 10-K. However, such factors are not
necessarily all of the important factors that could cause actual results,
performance or achievements to differ materially from those expressed in, or
implied by, the forward-looking statements contained in this document.
Other unknown or unpredictable factors also could have material adverse effects
on future results, performance or achievements. U.S. Cellular undertakes
no obligation to update publicly any forward-looking statements whether as a
result of new information, future events or otherwise. You should
carefully consider the Risk Factors in the most recent filing of U.S.
Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed
subsequent to such Form 10-K, the following factors and other information
contained in, or incorporated by reference into, this Form 8-K and/or press
release attached to this Form 8-K to understand the material risks relating to U.S.
Cellular’s business.
·
Intense
competition in the markets in which U.S. Cellular operates could adversely
affect U.S. Cellular’s revenues or increase its costs to compete.
·
A failure
by U.S. Cellular to successfully execute its business strategy (including
planned acquisitions, divestitures and exchanges) or allocate resources or
capital could have an adverse effect on U.S. Cellular’s business, financial
condition or results of operations.
·
U.S. Cellular offers customers
the option to purchase certain devices under installment contracts, which
creates certain risks and uncertainties which could have an adverse impact on
U.S. Cellular's financial condition or results of operations.
·
Changes in
roaming practices or other factors could cause U.S. Cellular's roaming revenues
to decline from current levels and/or impact U.S. Cellular's ability to service
its customers in geographic areas where U.S. Cellular does not have its own
network, which could have an adverse effect on U.S. Cellular's business,
financial condition or results of operations.
·
A failure
by U.S. Cellular to obtain access to adequate radio spectrum to meet current or
anticipated future needs and/or to accurately predict future needs for radio
spectrum could have an adverse effect on U.S. Cellular’s business, financial
condition or results of operations.
·
To the
extent conducted by the Federal Communications Commission (“FCC”), U.S.
Cellular is likely to participate in FCC auctions of additional spectrum in the
future as an applicant or as a noncontrolling partner in another auction
applicant and, during certain periods, will be subject to the FCC’s
anti-collusion rules, which could have an adverse effect on U.S. Cellular.
·
Changes in
the regulatory environment or a failure by U.S. Cellular to timely or
fully comply with any applicable regulatory requirements could adversely affect
U.S. Cellular’s business, financial condition or results of operations.
·
An
inability to attract people of outstanding potential, to develop their
potential through education and assignments, and to retain them by keeping them
engaged, challenged and properly rewarded could have an adverse effect on U.S.
Cellular's business, financial condition or results of operations.
·
U.S. Cellular’s
assets are concentrated in the U.S. wireless telecommunications industry.
As a result, its results of operations may fluctuate based on factors related
primarily to conditions in this industry.
·
U.S. Cellular’s lower scale
relative to larger competitors could adversely affect its business, financial
condition or results of operations.
·
Changes in
various business factors could have an adverse effect on U.S. Cellular’s
business, financial condition or results of operations.
·
Advances
or changes in technology could render certain technologies used by
U.S. Cellular obsolete, could put U.S. Cellular at a competitive
disadvantage, could reduce U.S. Cellular’s revenues or could increase its
costs of doing business.
·
Complexities associated with
deploying new technologies present substantial risk.
·
U.S. Cellular is subject to
numerous surcharges and fees from federal, state and local governments, and the
applicability and the amount of these fees are subject to great uncertainty.
·
Performance
under device purchase agreements could have a material adverse impact on U.S.
Cellular's business, financial condition or results of operations.
·
Changes in U.S. Cellular’s
enterprise value, changes in the market supply or demand for wireless licenses,
adverse developments in the business or the industry in which
U.S. Cellular is involved and/or other factors could require
U.S. Cellular to recognize impairments in the carrying value of its
licenses, goodwill and/or physical assets.
·
Costs,
integration problems or other factors associated with acquisitions,
divestitures or exchanges of properties or licenses and/or expansion of
U.S. Cellular’s business could have an adverse effect on
U.S. Cellular’s business, financial condition or results of operations.
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U.S. Cellular’s
investments in unproven technologies may not produce the benefits that
U.S. Cellular expects.
·
A failure
by U.S. Cellular to complete significant network construction and systems
implementation activities as part of its plans to improve the quality,
coverage, capabilities and capacity of its network, support and other systems
and infrastructure could have an adverse effect on its operations.
·
Difficulties
involving third parties with which U.S. Cellular does business, including
changes in U.S. Cellular's relationships with or financial or operational
difficulties of key suppliers or independent agents and third party national
retailers who market U.S. Cellular services, could adversely affect
U.S. Cellular’s business, financial condition or results of operations.
·
U.S. Cellular
has significant investments in entities that it does not control. Losses in the
value of such investments could have an adverse effect on U.S. Cellular’s
financial condition or results of operations.
·
A failure
by U.S. Cellular to maintain flexible and capable telecommunication networks or
information technology, or a material disruption thereof, could have an adverse
effect on U.S. Cellular’s business, financial condition or results of
operations.
·
Cyber-attacks
or other breaches of network or information technology security could have an
adverse effect on U.S. Cellular's business, financial condition or results of
operations.
·
The market
price of U.S. Cellular’s Common Shares is subject to fluctuations due to a
variety of factors.
·
Changes in
facts or circumstances, including new or additional information, could require
U.S. Cellular to record charges in excess of amounts accrued in the
financial statements, which could have an adverse effect on
U.S. Cellular’s business, financial condition or results of operations.
·
Disruption
in credit or other financial markets, a deterioration of U.S. or global
economic conditions or other events could, among other things, impede U.S.
Cellular’s access to or increase the cost of financing its operating and
investment activities and/or result in reduced revenues and lower operating
income and cash flows, which would have an adverse effect on U.S. Cellular’s
business, financial condition or results of operations.
·
Uncertainty
of U.S. Cellular’s ability to access capital, deterioration in the capital
markets, other changes in market conditions, changes in U.S. Cellular’s
credit ratings or other factors could limit or restrict the availability of
financing on terms and prices acceptable to U.S. Cellular, which could
require U.S. Cellular to reduce its construction, development or
acquisition programs.
·
Settlements,
judgments, restraints on its current or future manner of doing business and/or
legal costs resulting from pending and future litigation could have an adverse
effect on U.S. Cellular’s business, financial condition or results of
operations.
·
The
possible development of adverse precedent in litigation or conclusions in
professional studies to the effect that radio frequency emissions from wireless
devices and/or cell sites cause harmful health consequences, including cancer
or tumors, or may interfere with various electronic medical devices such as
pacemakers, could have an adverse effect on U.S. Cellular’s business,
financial condition or results of operations.
·
Claims of
infringement of intellectual property and proprietary rights of others,
primarily involving patent infringement claims, could prevent U.S. Cellular
from using necessary technology to provide products or services or subject U.S.
Cellular to expensive intellectual property litigation or monetary penalties,
which could have an adverse effect on U.S. Cellular’s business, financial
condition or results of operations.
·
There are
potential conflicts of interests between TDS and U.S. Cellular.
·
Certain
matters, such as control by TDS and provisions in the U.S. Cellular
Restated Certificate of Incorporation, may serve to discourage or make more
difficult a change in control of U.S. Cellular.
·
Any of the
foregoing events or other events could cause revenues, earnings, capital
expenditures and/or any other financial or statistical information to vary from
U.S. Cellular’s forward-looking estimates by a material amount.
U.S. Cellular undertakes no
obligation to update publicly any forward-looking statements whether as a result
of new information, future events or otherwise. Readers should evaluate
any statements in light of these important factors.
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