8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 6, 2013 

UNITED STATES CELLULAR CORPORATION
 (Exact name of registrant as specified in its charter)

Delaware	1-9712	62-1147325
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
8410 West Bryn Mawr, Chicago, Illinois		60631
(Address of principal executive offices)		(Zip Code)

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):

¨ 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))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

On March 7, 2013, United States Cellular Corporation (“U.S. Cellular”), a subsidiary of Telephone and Data Systems, Inc. (“TDS”), issued a press release announcing that Cecelia D. Stewart has been appointed as a director of U.S. Cellular.  A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The following responds to the requirements under Item 5.02(d) of Form 8-K.

(1)      Ms. Stewart was appointed as a Class I director of U.S. Cellular on March 6, 2013, with a term that will expire at the 2015 Annual Meeting of shareholders. 

(2)           Ms. Stewart was not appointed as a director of U.S. Cellular pursuant to any arrangement or understanding.

(3)           Ms. Stewart was not appointed as a member of any committee of the U.S. Cellular board of directors.

(4)           Ms. Stewart is President of U.S. Consumer and Commercial Banking of Citigroup, Inc.  Citigroup provides financial and related services on a regular basis to U.S. Cellular and/or its affiliates, including TDS.  Citigroup is one of the lenders under the U.S. Cellular and TDS revolving credit agreements. The amount of Citigroup’s commitment to U.S. Cellular and/or TDS under the revolving credit agreements is far less than 1% of Citigroup’s total consolidated liabilities.  Neither U.S. Cellular nor TDS have, or had at any time during 2012, any outstanding borrowings under these revolving credit agreements.  In 2012, U.S. Cellular incurred fees of approximately $0.1 million and TDS incurred additional fees of approximately $1.3 million for services from Citigroup, Inc., and a similar or greater amount of fees is possible in 2013.  The amounts incurred in 2012 were far less than 1% of Citigroup’s consolidated gross revenues.  All transactions with Citigroup were made in the ordinary course of business, at arms-length, and at prices and on terms customarily available.  Ms. Stewart is not identified as an executive officer in Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2012 and, further, Ms. Stewart had no involvement in, nor received any personal benefit from, Citigroup’s transactions with U.S. Cellular and/or TDS.  Considering the forgoing, the U.S. Cellular board of directors determined that Ms. Stewart does not have any material direct or indirect relationships with U.S. Cellular or its affiliates and is independent.  Further, even though the foregoing interests are not considered to be direct or indirect material interests to Ms. Stewart, they are disclosed voluntarily for purposes of full disclosure.  

(5)           Except for the U.S. Cellular Compensation Plan for Non-Employee Directors, there is no plan, contract or arrangement to which Ms. Stewart is a party or in which she participates.

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, thereto duly authorized.

United States Cellular Corporation

(Registrant)    

Date:     March 11, 2013

By:	/s/ Steven T. Campbell
	Steven T. Campbell Executive Vice President – Finance,    Chief Financial Officer and Treasurer

EXHIBIT INDEX

The following exhibits are filed or furnished herewith as noted below.

Exhibit No.	Description
99.1	Press Release dated March 7, 2013.

EX-99.1

 

NEWS RELEASE

FOR RELEASE: IMMEDIATE

CECELIA D. STEWART APPOINTED TO U.S. CELLULAR BOARD OF DIRECTORS

CHICAGO – March 7, 2013 – United States Cellular Corporation (NYSE: USM) today announced that Cecelia D. Stewart has been appointed to its board of directors as a Class I director, effective March 6, 2013.

Stewart will fill the Class I directorship previously held by LeRoy T. Carlson, director emeritus of U.S. Cellular and chairman emeritus of Telephone and Data Systems (NYSE: TDS), whose term expired May 15, 2012. TDS owns 84 percent of U.S. Cellular.

Stewart is president of U.S. Consumer and Commercial Banking for Citigroup, Inc. She oversees Citi’s U.S. Retail Banking, Commercial Banking, Small Business Banking, and Citi Personal Banking and Wealth Management, and is a member of Citi’s Global Consumer Banking Council. Stewart was previously president of Morgan Stanley Smith Barney’s Retail Banking Group and CEO of Morgan Stanley Private Bank, responsible for all consumer and commercial banking. Prior to that, she held several executive vice president positions at Wachovia, managing customer service and sales. During Stewart’s tenure, Wachovia was consistently ranked as a leader in customer satisfaction and retention.

“Cecelia Stewart brings significant consumer, small business and financial expertise to the U.S. Cellular Board of Directors,” said LeRoy T. Carlson, Jr., U.S. Cellular chairman, and TDS president and CEO.

“With more than 30 years of experience in the consumer banking industry, Cecelia Stewart will provide valuable insight and guidance to the U.S. Cellular board,” said Mary N. Dillon, U.S. Cellular president and CEO. “In addition, her demonstrated commitment to increasing both sales and customer satisfaction aligns with U.S. Cellular’s values and strategy.”

Stewart was chair of the board of directors of the Consumer Bankers Association in 2007 and 2006. She holds an MBA from Winthrop University.

Media Contacts

Kellie Szabo, Director, Media Relations, U.S. Cellular

(773) 355-3307 kellie.szabo@uscellular.com 

Jane W. McCahon, Vice President, Corporate Relations, TDS

(312) 592-5379 jane.mccahon@teldta.com 

About U.S. Cellular

United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to 5.8 million customers in 26 states. The Chicago-based company had 8,100 full- and part-time associates as of Dec. 31, 2012. At the end of the year, Telephone and Data Systems, Inc. owned 84 percent of U.S.Cellular. For more information about U.S. Cellular, visit uscellular.com. 

About TDS

Telephone and Data Systems, Inc. (TDS), a Fortune 500® company, provides wireless; broadband, TV and voice; and hosted and managed services to approximately 7 million customers in 36 states through its business units, U.S. Cellular, TDS Telecom and TDS Hosted & Managed Services. Founded in 1969 and headquartered in Chicago, TDS employed 12,300 people as of Dec. 31, 2012. Visit www.teldta.com for more information.