United States Cellular Corporation Restates Bylaws
Aug 22 14
United States Cellular Corporation restated Bylaws effective August 19, 2014. Among other things, the restated bylaws make the following changes: Section 1.2 relating to special meetings of shareholders consolidates into one section the provisions addressing who can call a special meeting, what business can be conducted at a special meeting and what action a shareholder is required to take to propose business and nominate directors. Additional provisions have been added to establish certain timing requirements and procedural rules. Sections 1.4 and 1.5 clarify the quorum and voting requirements, particularly with respect to voting by classes or groups. Sections 1.6, 1.7, 1.9, 1.10, 2.9, 2.19, 3.3 and 3.4 are new sections that address procedural matters under Delaware law. Section 1.12 relating to the ability of a shareholder to introduce business at an annual meeting of shareholders was revised and expanded from the current version of the similar provision. The changes require a shareholder making a proposal to provide more information about itself, related persons and any persons acting in concert with such shareholder and any arrangements among the foregoing. Section 1.13 relating to the ability of a shareholder to nominate directors at an annual meeting of shareholders was revised and expanded from the current version of the similar provision. The changes require a shareholder nominating a director to provide more information about the proposed nominee(s) and about itself, related persons and any persons acting in concert with such shareholder. Section 1.14 was added to specify the information required pursuant to Sections 1.2 and 1.13. Section 1.15(a) was added to adopt qualification requirements for all director candidates, as follows: such candidate is eligible to serve as a director of a company that controls licenses granted by the FCC, as determined by the Board of Directors with the advice of counsel; such candidate is not or will not become affiliated with, employed by or a representative of, or has or will acquire a material personal involvement with, or material financial interest in, a Business Competitor (as defined in the restated Bylaws), as determined by the Board of Directors; as determined by the Board of Directors with the advice of counsel, (i) such candidate's election as a director would not violate federal, state or foreign law or applicable stock exchange requirements, or (ii) such candidate has not been convicted, including a plea of guilty or nolo contendere, of any felony, or of any misdemeanor involving moral turpitude. Section 1.15(b) was added to provide a mechanism to confirm that a candidate nominated by a shareholder satisfies the qualifications (as set out in Section 1.15(a)) and to collect information necessary for a proxy statement with respect to such person. Section 1.16 was added requiring any shareholder submitting a proposal or nominating a director (and related persons and persons acting in concert with such shareholder) to provide information about any derivatives and similar instruments that such shareholder and other persons hold with respect to any U.S. Cellular securities, including short interests, vote buying or selling interests and all other derivative interests such as swaps, options or similar rights. Section 1.17 was added to provide certain definitions and interpretive matters relating to the foregoing. Section 2.3 was expanded to address resignations of directors, and provides that removal of directors may be effected only as provided in the U.S. Cellular Charter or Delaware law. Section 2.7 provides that special meetings of the Board of Directors could be called on four hours notice. (The prior Bylaws required 2 days notice.) Several sections were revised to expressly provide for and permit electronic delivery to shareholders and directors, electronic consents/voting by directors and electronic voting and proxies by shareholders, and eliminates outdated references to telegram, telex, etc. Article XII was added which includes provisions that would be operative and permit Board action in the event of an emergency, defined to include only events of extraordinary magnitude, as permitted by Delaware law.
United States Cellular Corporation Announces Unaudited Consolidated Earnings Results for the Second Quarter and Six Months Ended June 30, 2014; Provides Earnings Guidance for the Year 2014
Aug 1 14
United States Cellular Corporation announced unaudited consolidated earnings results for the second quarter and six months ended June 30, 2014. For the quarter, the company reported total operating revenues of $957,773,000 compared to $995,130,000 a year ago. Operating loss was $50,307,000 compared to operating income of $219,092,000 a year ago. Loss before income taxes was $29,850,000 compared to income before income taxes of $264,357,000 a year ago. Net loss attributable to the company shareholders was $18,789,000 or $0.22 per diluted share compared to net income attributable to the company shareholders of $143,391,000 or $1.69 per diluted share a year ago. Cash flows from operating activities were $149,324,000 compared to $224,970,000 a year ago. Cash used for additions to property, plant and equipment was $152,899,000 compared to $172,133,000 a year ago. Adjusted free cash flow was $19,287,000 compared to $52,837,000 a year ago.
For the six months, the company reported total operating revenues of $1,883,584,000 compared to $2,076,876,000 a year ago. Operating loss was $42,482,000 compared to operating income of $220,558,000 a year ago. Income before income taxes was $1,158,000 compared to income before income taxes of $282,436,000 a year ago. Net income attributable to the company shareholders was $693,000 or $0.01 per diluted share compared to $148,305,000 or $1.75 per diluted share a year ago. Cash flows from operating activities were $212,860,000 compared to $448,585,000 a year ago. Cash used for additions to property, plant and equipment was $262,397,000 compared to $323,157,000 a year ago. Free cash flow was negative $15,421,000 compared to free cash flow $125,428,000 million a year ago. Adjusted income before income taxes was $238 million.
For the full year of 2014, the company expects loss before income taxes to range from $189 million to $89 million. Adjusted income before income taxes in the range of $350 million to $450 million. Total operating revenues to range from $3,900 million to $4,000 million and capital expenditures of $640 million.
United States Cellular Corporation to Report Q2, 2014 Operating Results on Aug 01, 2014
Jul 24 14
United States Cellular Corporation announced that they will report Q2, 2014 operating results at 11:59 AM, GMT Standard Time on Aug 01, 2014