Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  April 17, 2015


 (Exact name of registrant as specified in its charter)















(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer Identification No.)








8410 West Bryn Mawr, Chicago, Illinois




(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.  


The following information is being provided pursuant to paragraph (e) of Item 5.02 of Form 8-K:


United States Cellular Corporation’s 2015 Executive Officer Annual Incentive Plan.


As of April 17, 2015, the United States Cellular Corporation (“U.S. Cellular”) 2015 Executive Officer Annual Incentive Plan Effective January 1, 2015 (“2015 Incentive Plan”) was approved by both U.S. Cellular’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman nor the President and Chief Executive Officer participate in such plan.


The purposes of the 2015 Incentive Plan are: to provide incentive for the executive officers of U.S. Cellular to extend their best efforts toward achieving superior results in relation to key business performance targets; to reward U.S. Cellular’s executive officers in relation to their success in meeting and exceeding the performance targets; and to help U.S. Cellular attract and retain talented leaders in positions of critical importance to the success of U.S. Cellular. Eligible participants in the 2015 Incentive Plan are all executive officers of U.S. Cellular, which are defined in the 2015 Incentive Plan as all executive vice presidents and the senior vice president – chief human resources officer.


The following performance measures will be considered for the purposes of the 2015 Incentive Plan: 


Company Performance

Component Weighting


Overall Plan Weighting

Consolidated Total Revenues




Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization




Consolidated Capital Expenditures




Company Performance








Chairman Assessment on Strategic Initiatives








Individual Performance





It is anticipated that bonuses for 2015 will be paid on or after January 1, 2016 but no later than March 15, 2016.  No bonus is due unless an executive officer remains employed through the bonus payout date except that an executive officer who separates due to retirement or death is eligible for a pro-rated bonus.  In addition, the President and CEO may approve a bonus, or a pro-rated bonus, for an executive officer who is not employed through the bonus payout date.


Any compensation earned or paid pursuant to the 2015 Incentive Plan is subject to forfeiture, recovery by U.S. Cellular, or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, including without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.


The foregoing description of the 2015 Incentive Plan is not purported to be complete with respect to the material terms of such plan and is qualified by reference to the complete 2015 Incentive Plan for the material terms of such plan, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.


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.







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








April 21, 2015






/s/ Steven T. Campbell



Steven T. Campbell



Executive Vice President - Finance,



     Chief Financial Officer and Treasurer










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










United States Cellular Corporation 2015 Officer Annual Incentive Plan Effective January 1, 2015