Exhibit 99.3
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.
·
A failure by U.S. Cellular’s service offerings to
meet customer expectations could limit U.S. Cellular’s ability to attract
and retain customers and could have an adverse effect on U.S. Cellular’s
business, financial condition or results of operations.
·
U.S. Cellular’s system infrastructure may not be
capable of supporting changes in technologies and services expected by
customers, 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. Cellular could
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. Further consolidation within the wireless industry,
continued network build-outs by other wireless carriers and/or the inability to
negotiate 4G LTE roaming agreements with other operators could cause roaming
revenues to decline from current levels, which would 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.
·
Changes in Universal Service Fund (“USF”) funding and/or
intercarrier compensation could have an adverse impact on U.S. Cellular’s
business, financial condition or results of operations.
·
An inability to attract and/or retain highly competent
management, technical, sales and other personnel 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.
·
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 license costs, goodwill and/or physical assets.
·
Costs, integration problems or other factors associated
with acquisitions/divestitures 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.
·
A significant portion of U.S. Cellular’s revenues is
derived from customers who buy services through independent agents who market
U.S. Cellular’s services on a commission basis. If U.S. Cellular’s
relationships with these agents are seriously harmed, its business, financial
condition or results of operations could be adversely affected.
·
U.S. Cellular’s investments in technologies which
are unproven 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 and
support systems could have an adverse effect on its operations.
·
Financial difficulties (including bankruptcy proceedings)
or other operational difficulties of any of U.S. Cellular’s key suppliers,
termination or impairment of U.S. Cellular’s relationships with such
suppliers, or a failure by U.S. Cellular to manage its supply chain effectively
could result in delays or termination of U.S. Cellular’s receipt of
required equipment or services, or could result 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
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, including breaches of network or information technology
security, could have an adverse effect on U.S. Cellular’s business, financial
condition or results of operations.
·
Wars, conflicts, hostilities and/or terrorist attacks or
equipment failures, power outages, natural disasters or other events 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.
·
Identification of errors in financial information or
disclosures could require amendments to or restatements of financial
information or disclosures included in this or prior filings with the
Securities and Exchange Commission (“SEC”). Such amendments or restatements and
related matters, including resulting delays in filing periodic reports 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 in inaccurate
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 liabilities
for contingent obligations under guarantees, indemnities, claims, litigation or
otherwise, could require U.S. Cellular to record charges in excess of amounts
accrued in the financial statements, if any, 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.
