Exhibit 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT
This Form 8-K contains 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 United States Cellular Corporation (“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 know n 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, fut ure 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 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 orincrease its costs to compete. |
· | A failure by U.S. Cellular’s service offerings to meet customer expectations could limit U.S. Cellular’s ability to attract andretain customers and could have an adverse effect on U.S. Cellular’s operations. |
· | U.S. Cellular’s system infrastructure may not be capable of supporting changes in technologies and services expected bycustomers, which could result in lost customers and revenues. |
· | An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to U.S. Cellularcould have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
· | U.S. Cellular currently receives a significant amount of roaming revenues. As a result of recent acquisitions by othercompanies in the wireless industry, U.S. Cellular’s roaming revenues have declined. U.S. Cellular anticipates that this trendwillincrease over the next several quarters. Further industry consolidation andcontinued build outs by existing and new wireless carriers could cause roaming revenues to decline even more, which wouldhave an adverse effect on U.S. Cellular’s business, financial condition and results of o perations. |
· | A failure by U.S. Cellular to obtain access to adequate radio spectrum could have an adverse effect on U.S. Cellular’sbusiness and operations. |
· | To the extent conducted by the FCC, U.S. Cellular is likely to participate in FCC auctions of additional spectrum in thefuture as an applicant or as a non-controlling partner in another auction applicant and, during certain periods, will besubject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S. Cellular. |
· | An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect onU.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 operationsmay fluctuate based on factors related entirely to conditions in this industry. |
· | The completion of acquisitions has led to increased consolidation in the wireless telecommunications industry. U.S.Cellular’s lower scale relative to larger wireless carriers has in the past and could in the future prevent or delay its access tonew products including handsets, new technology and/or new content and applications which could adversely affect U.S.Cellular’s ability to attract and retain customers and, as a result, could adversely affect its business, financial condition orresults of operations. |
· | Inability to manage its supply chain or inventory successfully could have an adverse effect on U.S. Cellular’s business,financial condition or results of operations. |
· | Changes in general economic and business conditions, both nationally and in the markets in which U.S. Cellular operates,could have an adverse effect on U.S. Cellular’s 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 resultsof operations. |
· | Advances or changes in telecommunications technology, such as Voice over Internet Protocol (“VoIP”), High-Speed PacketAccess, WiMAX or Long-Term Evolution (“LTE”), could render certain technologies used by U.S. Cellular obsolete, couldreduce U.S. Cellular’s revenues or could increase its costs of doing business. |
· | Changes in U.S. Cellular’s enterprise value, changes in the market supply or demand for wireless licenses, adversedevelopments in the business or the industry in which U.S. Cellular is involved and/or other factors could requireU.S. Cellular to recognize impairments in the carrying value of its license costs, goodwill, customer lists and/or physicalassets. |
· | Costs, integration problems or other factors associated with acquisitions/divestitures of properties or licenses and/orexpansion of U.S. Cellular’s business could have an adverse effect on U.S. Cellular’s business, financial condition or resultsof operations. |
· | A significant portion of U.S. Cellular’s revenues is derived from customers who buy services through independent agentswho market U.S. Cellular’s services on a commission basis. If U.S. Cellular’s relationships with these agents are seriouslyharmed, its revenues could be adversely affected. |
· | U.S. Cellular’s investments in technologies which are unproven or for which success has not yet been demonstrated may notproduce 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 itsplans to improve the quality, coverage, capabilities and capacity of its network and support systems could have an adverseeffect on its operations. |
· | Financial difficulties (including bankruptcy proceedings) of U.S. Cellular’s key suppliers or vendors, termination orimpairment of U.S. Cellular’s relationships with such suppliers or vendors, or a failure by U.S. Cellular to manage its supplychain effectively could result in delays or termination of U.S. Cellular’s receipt of required equipment or services, or couldresult in excess quantities of required equipment or services, any of which 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 couldhave an adverse effect on U.S. Cellular’s financial condition or results of operations. |
· | A material disruption in U.S. Cellular’s telecommunication networks or information technology, including breaches ofnetwork or information technology security, could have an adverse effect on U.S. Cellular’s business, financial condition orresults of operations. |
· | Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other eventscould 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 interpretations of accounting requirements, changes in industry practice, identification of errors or changes inmanagement assumptions could require amendments to or restatements of financial information or disclosures included inthis or prior filings with the SEC. |
· | Restatements of financial statements by U.S. Cellular and related matters, including resulting delays in filing periodicreports with the SEC, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations. |
· | The existence of material weaknesses in the effectiveness of internal control over financial reporting could result ininaccurate financial statements or other disclosures or failure to prevent fraud, which could have an adverse effect on U.S.Cellular’s business, financial condition or results of operations. |
· | Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilitiesfor contingent obligations under guarantees, indemnities or otherwise, could require U.S. Cellular to record charges inexcess of amounts accrued in the financial statements, if any, which could have an adverse effect on U.S. Cellular’s financialcondition or results of operations. |
· | Early redemptions or repurchases of debt, issuances of debt, changes in operating leases, changes in purchase obligations orother factors or developments could cause the amounts reported under Contractual Obligations in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in U.S. Cellular’s mostrecent Annual Report on Form 10-K, as updated by the Quarterly Reports on Form 10-Q, to be different from the amountsactually incurred. |
· | An increase in the amount of U.S. Cellular’s debt in the future could subject U.S. Cellular to higher interest costs andrestrictions on its financing, investing and operating activities and could decrease its net income and cash flows. |
· | Recent market events and conditions, including disruption in credit and other financial markets and the deterioration of U.S.and global economic conditions, could, among other things, impede U.S. Cellular's access to or increase the cost offinancing its operating and investment activities and/or result in reduced revenues and lower operating income and cashflows, which would have an adverse effect on U.S. Cellular's financial condition or results of operations. |
· | Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes inmarket conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability offinancing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction,development or acquisition programs. |
· | Changes in the regulatory environment or a failure by U.S. Cellular to timely or fully comply with any applicable regulatoryrequirements could adversely affect U.S. Cellular’s financial condition, results of operations or ability to do business. |
· | Changes in USF funding and/or intercarrier compensation could have a material adverse impact on U.S. Cellular’s financialposition or results of operations. |
· | Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect onU.S. Cellular’s financial condition or results of operations. |
· | Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pendingand future litigation could have an adverse effect on U.S. Cellular’s financial condition, results of operations or ability to dobusiness. |
· | The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radiofrequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, includingcancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effecton 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 infringementclaims, could prevent U.S. Cellular from using necessary technology to provide services or subject U.S. Cellular to expensiveintellectual 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 Telephone and Data Systems, Inc. (“TDS”), the parent of U.S. Cellular, and U.S. Cellular. |
· | Certain matters, such as control by TDS and provisions in the U.S. Cellular Restated Certificate of Incorporation, may serveto discourage or make more difficult a change in control of U.S. Cellular. |
· | A failure by U.S. Cellular to successfully execute its business strategy could have an adverse effect on U.S. Cellular’sbusiness, financial condition or results of operations. |
· | Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expendituresand/or any other financial or statistical information to vary from U.S. Cellular’s forward-looking estimates by a materialamount. |