8-K 1 usm8k.htm 8-K

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): May 5, 2017

UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-09712 | 62-1147325
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.)
of incorporation or organization) |  |  |  |  |  |  |  |  |  |  |  |
8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Registrant's telephone, 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):
□ |  | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ |  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ |  | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ |  | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
□ |  | Emerging growth company
□ |  | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01. Other Events

United States Cellular Corporation (“U.S. Cellular”) is filing this Form 8-K to recast financial statements and other financial information previously included in its Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017.

Effective January 1, 2017, U.S. Cellular elected to change the classification of interest income on equipment installment plan contracts from Interest and dividend income to Service revenues in the Consolidated Statement of Operations. U.S. Cellular believes this classification is preferable because financing of devices as part of enrolling customers for service is an activity that is central to U.S. Cellular’s operations, and it is consistent with the presentation by others in the industry. Comparative financial statements for all periods presented in the aforementioned Form 10-K have been adjusted to apply the new classification retrospectively. As a result of this change in classification, Service revenues for the years ended December 31, 2016, 2015 and 2014 increased by $51 million, $34 million and $9 million, respectively, from previously reported amounts, with corresponding decreases in Interest and dividend income. This change did not have an impact on Income before income taxes, Net income, or Earnings per share for the years ended December 31, 2016, 2015 and 2014, nor did it have a cumulative impact to Retained earnings as of any date presented.

Although U.S. Cellular is permitted to make these adjustments the next time it files its prior year financial statements, U.S. Cellular determined to voluntarily file this Form 8-K to reflect the adjustments to such prior year financial information at this time. Accordingly, U.S. Cellular is filing this Form 8-K to adjust its Consolidated Statement of Operations for the years ended December 31, 2016, 2015 and 2014 for these amounts. There are no changes to the Consolidated Statement of Cash Flows, Consolidated Balance Sheet, or Consolidated Statement of Changes in Equity.

Except as included in this filing, U.S. Cellular has not updated or enhanced any other disclosures presented in its 2016 Form 10-K. All other information is presented as of the original filing date and has not been updated in this Form 8-K. Without limitation of the foregoing, this Form 8-K does not purport to update the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the aforementioned Form 10-K with respect to any uncertainties, transactions, risks, events or trends occurring, or known to management. More current information is included in U.S. Cellular’s other filings with the Securities and Exchange Commission. This Form 8-K should be read in conjunction with the aforementioned Form 10-K and U.S. Cellular’s other filings. Other filings may contain important information regarding uncertainties, trends, risks, events, transactions, developments and updates to certain expectations of U.S. Cellular that may have been reported since the filing of the Form 10-K.

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
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 hereunto duly authorized.
|  | UNITED STATES CELLULAR CORPORATION
|  | (Registrant)
Date: | May 5, 2017 |  |
|  | By: | /s/ Steven T. Campbell
|  |  | Steven T. Campbell
|  |  | Executive Vice President - Finance,
|  |  | Chief Financial Officer and Treasurer
|  |  | (principal financial officer)

EXHIBIT INDEX
The following exhibits are filed or furnished herewith as noted below.
Exhibit No. |  | Description
23.1 |  | Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP
99.1 |  | Revised financial information previously included as Exhibit 13 to U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2016
101.INS |  | XBRL Instance Document
101.SCH |  | XBRL Taxonomy Extension Schema Document
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document