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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): November 1, 2024
USMLogo.jpg
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-09712 62-1147325
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices and 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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Shares, $1 par valueUSMNew York Stock Exchange
6.25% Senior Notes due 2069UZDNew York Stock Exchange
5.50% Senior Notes due 2070UZENew York Stock Exchange
5.50% Senior Notes due 2070UZFNew York Stock Exchange

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 2.02.  Results of Operations and Financial Condition
On November 1, 2024, United States Cellular Corporation (UScellular) issued a news release announcing its results of operations for the period ended September 30, 2024. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01.  Financial Statements and Exhibits
(d)   The following exhibits are being filed herewith:
Exhibit Number Description of Exhibits
99.1 
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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
  
    
Date:November 1, 2024By:/s/ Douglas W. Chambers
   Douglas W. Chambers
   Executive Vice President, Chief Financial Officer and Treasurer
   
   
    


Exhibit 99.1
NEWS RELEASE

usmlogo.jpg

As previously announced, UScellular will hold a teleconference on November 1, 2024, at 9:00 a.m. CDT. Listen to the call live via the Events & Presentations page of investors.uscellular.com.
 

UScellular reports third quarter 2024 results

CHICAGO (November 1, 2024) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $922 million for the third quarter of 2024, versus $963 million for the same period one year ago. Service revenues totaled $747 million, versus $762 million for the same period one year ago. Net income (loss) attributable to UScellular shareholders and related diluted earnings (loss) per share were $(79) million and $(0.92), respectively, for the third quarter of 2024 compared to $23 million and $0.26, respectively, in the same period one year ago.
Net income attributable to UScellular shareholders excluding a 2024 license impairment (non-GAAP) of $136 million ($102 million, net of tax) and related Diluted earnings (loss) per share attributable to UScellular shareholders excluding a 2024 license impairment (non-GAAP) were $23 million and $0.26, respectively, for both the third quarter of 2024 and 2023. The impairment loss was substantially all related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands.

Recent Highlights*
•Announced sale of select spectrum assets for $1 billion to Verizon in October 2024, and the sale of additional spectrum to two other mobile operators
•Improved wireless operating results
◦Postpaid handset net losses improved
◦Postpaid ARPU grew 2%; service revenues decreased 2%
◦Prepaid net additions up
◦Both postpaid and prepaid churn improved
•Fixed wireless customers grew 32% to 140,000

* Comparisons are 3Q’23 to 3Q’24 unless otherwise noted

“Postpaid handset results improved year-over-year due to our promotional and retention actions,” said Laurent C. Therivel, UScellular President and CEO. “While overall postpaid handset net adds remained negative, I am pleased with our improving subscriber trajectory. Solid postpaid ARPU growth coupled with strong expense discipline gives us confidence to raise our 2024 Adjusted EBITDA guidance.

“Given that our network investments over the past few years have resulted in strong 5G coverage in our footprint, future network investments are expected to predominately focus on the deployment of our mid-band spectrum to enhance speed and capacity.

“Additionally, I am very pleased that we recently announced agreements with multiple mobile network operators for the sale of portions of our retained spectrum licenses in exchange for proceeds of $1 billion. These transactions are part of our objective to opportunistically monetize the spectrum not included in the proposed T-Mobile transaction.”

Announced Transactions and Exploration of Strategic Alternatives for UScellular
On May 28, 2024, Telephone and Data Systems, Inc. (TDS) and UScellular announced that they have entered into a definitive agreement to sell UScellular's wireless operations and select spectrum assets to T-Mobile. The transaction is expected to close in mid-2025, subject to regulatory approvals and the satisfaction of customary closing conditions.

The T-Mobile transaction excluded UScellular's approximately 4,400 owned towers, its equity method investments, and approximately 70% of its spectrum assets.

In October, UScellular announced a sale of select spectrum assets to Verizon for a portion of the remaining spectrum for $1 billion, and the sale of additional spectrum to two other mobile network operators for an undisclosed price. Each transaction is subject to regulatory approvals and the satisfaction of customary closing conditions and contingent upon the close of the proposed T-Mobile transaction. The process to opportunistically monetize the remaining spectrum assets continues.
1



2024 Estimated Results

UScellular’s current estimates of full-year 2024 results are shown below. Such estimates represent management’s view as of November 1, 2024 and should not be assumed to be current as of any future date. UScellular undertakes no duty to update such estimates, whether as a result of new information, future events, or otherwise. There can be no assurance that final results will not differ materially from estimated results.
 2024 Estimated Results
 PreviousCurrent
(Dollars in millions)  
Service revenues$2,950-$3,050$2,950-$3,000
Adjusted OIBDA1, 2 (Non-GAAP)
$750-$850$800-$875
Adjusted EBITDA1, 2 (Non-GAAP)
$920-$1,020$970-$1,045
Capital expenditures$550-$650$550-$600

The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) or Income (loss) before income taxes. In providing 2024 estimated results, UScellular has not completed the below reconciliation to Net income (loss) because it does not provide guidance for income taxes. Although potentially significant, UScellular believes that the impact of income taxes cannot be reasonably predicted; therefore, UScellular is unable to provide such guidance.
  Actual Results
 
2024 Estimated Results2
 Nine Months Ended
September 30, 2024		Year Ended
December 31, 2023
(Dollars in millions)   
Net income (loss) (GAAP)N/A($37)$58 
Add back:   
Income tax expenseN/A29 53 
Income (loss) before income taxes (GAAP)$(35)-$40($8)$111 
Add back:   
Interest expense180 137 196 
Depreciation, amortization and accretion expense665 499 656 
EBITDA (Non-GAAP)1
$810-$885$628 $963 
Add back or deduct:   
Expenses related to strategic alternatives review— 28 8 
Loss on impairment of licenses135 136 — 
(Gain) loss on asset disposals, net20 14 17 
(Gain) loss on license sales and exchanges, net5 4 (2)
Adjusted EBITDA (Non-GAAP)1
$970-$1,045$810 $986 
Deduct:   
Equity in earnings of unconsolidated entities160 123 158 
Interest and dividend income10 9 10 
Adjusted OIBDA (Non-GAAP)1
$800-$875$678 $818 
1EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation above. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. UScellular does not intend to imply that any such items set forth in the reconciliation above are infrequent or unusual; such items may occur in the future. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of UScellular’s operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of UScellular’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of UScellular while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The table above reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income or Income before income taxes. Additional information and reconciliations related to Non-GAAP financial measures for September 30, 2024, can be found on UScellular’s website at investors.uscellular.com.
22024 Estimated Results do not reflect any anticipated costs, expenses or results of the strategic alternatives review referenced above.
2

Stock Repurchase
During the third quarter of 2024, UScellular repurchased 474,074 of its Common Shares for $26 million.

Conference Call Information
UScellular will hold a conference call on November 1, 2024 at 9:00 a.m. Central Time.
▪Access the live call on the Events & Presentations page of investors.uscellular.com or at
https://events.q4inc.com/attendee/666898854
▪Access the call by phone at (888)330-2384 conference ID: 1328528.

Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.uscellular.com. The call will be archived on the Events & Presentations page of investors.uscellular.com.
About UScellular
United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to customers with 4.5 million retail connections in 21 states. The Chicago-based company had 4,200 full- and part-time associates as of September 30, 2024. At the end of the third quarter of 2024, Telephone and Data Systems, Inc. owned approximately 83 percent of UScellular. For more information about UScellular, visit uscellular.com.
Contacts
Colleen Thompson, Vice President - Corporate Relations of TDS
colleen.thompson@tdsinc.com
 
Julie Mathews, IRC, Director - Investor Relations of TDS
julie.mathews@tdsinc.com

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: whether the announced transactions whereby UScellular has agreed to sell its wireless operations and selected spectrum assets will be successfully completed or whether UScellular will be able to find buyers at mutually agreeable prices for its remaining spectrum assets; whether any such strategic alternative will result in additional value for UScellular and its shareholders and whether the process will have an adverse impact on UScellular’s business; strategic decisions regarding the tower business; intense competition; the ability to attract people of outstanding talent throughout all levels of the organization; UScellular's smaller scale relative to larger competitors; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms and changes in roaming practices; the ability to obtain access to adequate radio spectrum to meet current or anticipated future needs, including participation in FCC auctions; changes in demand, consumer preferences and perceptions, price competition, or churn rates; advances in technology; impacts of costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of UScellular's businesses; the ability of the company to successfully construct and manage its networks; difficulties involving third parties with which UScellular does business; uncertainties in UScellular’s future cash flows and liquidity and access to the capital markets; the ability to make payments on UScellular indebtedness or comply with the terms of debt covenants; conditions in the U.S. telecommunications industry; the value of assets and investments; the state and federal regulatory environment, including changes in regulatory support received and the ability to pass through regulatory fees to customers; pending and future litigation; cyber-attacks or other breaches of network or information technology security; potential conflicts of interests between TDS and UScellular; disruption in credit or other financial markets; deterioration of U.S. or global economic conditions; and the impact, duration and severity of public health emergencies. Investors are encouraged to consider these and other risks and uncertainties that are more fully described under “Risk Factors” in the most recent filing of UScellular's Form 10-K, as updated by any UScellular Form 10-Q filed subsequent to such Form 10-K.
 
For more information about UScellular, visit: www.uscellular.com
3

United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended9/30/20246/30/20243/31/202412/31/20239/30/2023
Retail Connections     
Postpaid     
Total at end of period1
3,999,000 4,027,000 4,051,000 4,106,000 4,159,000 
Gross additions123,000 117,000 106,000 129,000 128,000 
Handsets84,000 73,000 63,000 80,000 84,000 
Connected devices39,000 44,000 43,000 49,000 44,000 
Net additions (losses)1
(28,000)(24,000)(44,000)(50,000)(35,000)
Handsets(28,000)(29,000)(47,000)(53,000)(38,000)
Connected devices— 5,000 3,000 3,000 3,000 
ARPU2
$52.04 $51.45 $51.96 $51.61 $51.11 
ARPA3
$131.81 $130.41 $132.00 $131.63 $130.91 
Handset upgrade rate4
3.5 %4.1 %4.5 %5.8 %4.5 %
Churn rate5
1.25 %1.16 %1.22 %1.44 %1.30 %
Handsets1.07 %0.97 %1.03 %1.22 %1.11 %
Connected devices2.47 %2.47 %2.52 %3.03 %2.64 %
Prepaid
Total at end of period1
452,000 439,000 436,000 451,000 462,000 
Gross additions57,000 50,000 41,000 43,000 52,000 
Net additions (losses)1
13,000 3,000 (13,000)(11,000)— 
ARPU2, 6
$32.01 $32.37 $32.25 $32.32 $33.44 
Churn rate5
3.30 %3.60 %4.06 %3.87 %3.68 %
Market penetration at end of period
Consolidated operating population32,550,000 32,550,000 32,550,000 32,350,000 32,350,000 
Consolidated operating penetration7
15 %15 %14 %15 %15 %
Capital expenditures (millions)$120 $165 $131 $148 $111 
Total cell sites in service7,007 6,990 6,995 7,000 6,973 
Owned towers4,407 4,388 4,382 4,373 4,356 
Number of colocations8
2,418 2,392 2,397 2,390 2,406 
Tower tenancy rate9
1.55 1.55 1.55 1.55 1.55 

1First quarter 2024 connections were adjusted to remove subscribers that could no longer access the UScellular network due to the CDMA shutdown. This resulted in 11,000 and 2,000 subscribers removed from the postpaid and prepaid base, respectively, that are not included in Net additions (losses) for the quarter.
2Average Revenue Per User (ARPU) - metric is calculated by dividing a revenue base by an average number of connections and by the number of months in the period. These revenue bases and connection populations are shown below:
•Postpaid ARPU consists of total postpaid service revenues and postpaid connections.
•Prepaid ARPU consists of total prepaid service revenues and prepaid connections.
3Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
4Handset upgrade rate calculated as total handset upgrade transactions divided by average postpaid handset connections.
5Churn rate represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.
6Fourth quarter 2023 Prepaid ARPU excludes a $6 million reduction of prepaid revenue related to an adjustment to correct a prior period error recorded in the fourth quarter of 2023.
7Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total estimated population of consolidated operating markets.
8Represents instances where a third-party wireless carrier rents or leases space on a company-owned tower.
9Average number of tenants that lease space on company-owned towers, measured on a per-tower basis.
4

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
 
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2024 2023 2024
vs. 2023		 2024 2023 2024
vs. 2023
(Dollars and shares in millions, except per share amounts)      
Operating revenues      
Service$747 $762 (2)%$2,245 $2,289 (2)%
Equipment sales175 201 (13)%554 617 (10)%
Total operating revenues922 963 (4)%2,799 2,906 (4)%
Operating expenses      
System operations (excluding Depreciation, amortization and accretion reported below)180 185 (2)%542 557 (3)%
Cost of equipment sold203 228 (11)%630 708 (11)%
Selling, general and administrative324 333 (3)%977 1,020 (4)%
Depreciation, amortization and accretion167 159 5 %499 490 2 %
Loss on impairment of licenses136 — N/M136 — N/M
(Gain) loss on asset disposals, net4 1 N/M14 14 4 %
(Gain) loss on license sales and exchanges, net(2)— N/M4 — N/M
Total operating expenses1,012 906 12 %2,802 2,789 —
Operating income (loss)(90)57 N/M(3)117 N/M
Investment and other income (expense)      
Equity in earnings of unconsolidated entities43 40 9 %123 121 2 %
Interest and dividend income4 3 28 %9 8 17 %
Interest expense(49)(50)2 %(137)(147)6 %
Total investment and other expense(2)(7)80 %(5)(18)68 %
Income (loss) before income taxes(92)50 N/M(8)99 N/M
Income tax expense (benefit)(14)27 N/M29 56 (50)%
Net income (loss)(78)23 N/M(37)43 N/M
Less: Net income attributable to noncontrolling interests, net of tax1 — (19)%7 3 N/M
Net income (loss) attributable to UScellular shareholders$(79)$23 N/M$(44)$40 N/M
Basic weighted average shares outstanding86 85 1 %86 85 1 %
Basic earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 N/M$(0.51)$0.47 N/M
Diluted weighted average shares outstanding86 86 (1)%86 86 (1)%
Diluted earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 N/M$(0.51)$0.47 N/M

N/M - Percentage change not meaningful
5

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
20242023
(Dollars in millions)  
Cash flows from operating activities
Net income (loss)$(37)$43 
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities  
Depreciation, amortization and accretion499 490 
Bad debts expense65 72 
Stock-based compensation expense37 14 
Deferred income taxes, net(35)41 
Equity in earnings of unconsolidated entities(123)(121)
Distributions from unconsolidated entities106 97 
Loss on impairment of licenses136 — 
(Gain) loss on asset disposals, net14 14 
(Gain) loss on license sales and exchanges, net4 — 
Other operating activities3 4 
Changes in assets and liabilities from operations
Accounts receivable30 30 
Equipment installment plans receivable12 20 
Inventory38 86 
Accounts payable12 (39)
Customer deposits and deferred revenues(4)(16)
Accrued taxes46 12 
Accrued interest8 7 
Other assets and liabilities(50)(35)
Net cash provided by operating activities761 719 
Cash flows from investing activities
Cash paid for additions to property, plant and equipment(399)(454)
Cash paid for licenses(17)(24)
Other investing activities1 14 
Net cash used in investing activities(415)(464)
Cash flows from financing activities
Issuance of long-term debt40 115 
Repayment of long-term debt(203)(395)
Repayment of short-term debt— (60)
Tax payments for stock-based compensation awards(11)(6)
Repurchase of Common Shares(26)— 
Distributions to noncontrolling interests(4)(2)
Cash paid for software license agreements(31)(28)
Other financing activities(2)(2)
Net cash used in financing activities(237)(378)
Net increase (decrease) in cash, cash equivalents and restricted cash109 (123)
Cash, cash equivalents and restricted cash
Beginning of period179 308 
End of period$288 $185 
6

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
 September 30, 2024 December 31, 2023
(Dollars in millions)  
Current assets  
Cash and cash equivalents$272 $150 
Accounts receivable, net918 957 
Inventory, net161 199 
Prepaid expenses55 57 
Income taxes receivable— 1 
Other current assets21 36 
Total current assets1,427 1,400 
Assets held for sale— 15 
Licenses4,576 4,693 
Investments in unconsolidated entities478 461 
Property, plant and equipment, net2,504 2,576 
Operating lease right-of-use assets912 915 
Other assets and deferred charges619 690 
Total assets$10,516 $10,750 
7

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
 September 30, 2024 December 31, 2023
(Dollars in millions, except per share amounts)  
Current liabilities  
Current portion of long-term debt$20 $20 
Accounts payable272 248 
Customer deposits and deferred revenues225 229 
Accrued taxes63 32 
Accrued compensation66 83 
Short-term operating lease liabilities139 135 
Other current liabilities124 154 
Total current liabilities909 901 
Deferred liabilities and credits  
Deferred income tax liability, net719 755 
Long-term operating lease liabilities813 831 
Other deferred liabilities and credits579 565 
Long-term debt, net2,882 3,044 
Noncontrolling interests with redemption features
16 12 
Equity  
UScellular shareholders’ equity  
Series A Common and Common Shares, par value $1.00 per share88 88 
Additional paid-in capital1,764 1,726 
Treasury shares(83)(80)
Retained earnings2,813 2,892 
Total UScellular shareholders’ equity4,582 4,626 
Noncontrolling interests16 16 
Total equity4,598 4,642 
Total liabilities and equity$10,516 $10,750 
8

United States Cellular Corporation
Segment Results
(Unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Operating Revenues
Wireless$896 $938 (4)%$2,722 $2,831 (4)%
Towers59 57 2 %175 170 3 %
Intra-company eliminations(33)(32)(3)%(98)(95)(3)%
Total operating revenues922 963 (4)%2,799 2,906 (4)%
Operating expenses
Wireless1,005 900 12 %2,784 2,770 1 %
Towers40 38 4 %116 114 1 %
Intra-company eliminations(33)(32)(3)%(98)(95)(3)%
Total operating expenses1,012 906 12 %2,802 2,789 —
Operating income (loss)$(90)$57 N/M$(3)$117 N/M
Adjusted OIBDA (Non-GAAP)$222 $220 1 %$678 $624 9 %
Adjusted EBITDA (Non-GAAP)$269 $263 3 %$810 $753 8 %
Capital expenditures$120 $111 8 %$415 $462 (10)%
N/M - Percentage change not meaningful
9

United States Cellular Corporation
Segment Results
(Unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular Wireless202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Retail service$669 $687 (3)%$2,014 $2,065 (2)%
Other52 50 5 %154 149 4 %
Service revenues721 737 (2)%2,168 2,214 (2)%
Equipment sales175 201 (13)%554 617 (10)%
Total operating revenues896 938 (4)%2,722 2,831 (4)%
System operations (excluding Depreciation, amortization and accretion reported below)193 199 (3)%582 597 (2)%
Cost of equipment sold203 228 (11)%630 708 (11)%
Selling, general and administrative316 324 (3)%953 995 (4)%
Depreciation, amortization and accretion155 148 5 %466 456 2 %
Loss on impairment of licenses136 — N/M136 — N/M
(Gain) loss on asset disposals, net4 1 N/M13 14 (1)%
(Gain) loss on license sales and exchanges, net(2)— N/M4 — N/M
Total operating expenses1,005 900 12 %2,784 2,770 1 %
Operating income (loss)$(109)$38 N/M$(62)$61 N/M
Adjusted OIBDA (Non-GAAP)$191 $190 1 %$583 $534 9 %
Adjusted EBITDA (Non-GAAP)$191 $190 1 %$583 $534 9 %
Capital expenditures$114 $106 7 %$400 $452 (12)%

Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular Towers202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Third-party revenues$26 $25 1 %$77 $75 2 %
Intra-company revenues33 32 3 %98 95 3 %
Total tower revenues59 57 2 %175 170 3 %
System operations (excluding Depreciation, amortization and accretion reported below)20 18 10 %58 55 4 %
Selling, general and administrative8 9 (14)%24 25 (7)%
Depreciation, amortization and accretion12 11 7 %33 34 (1)%
(Gain) loss on asset disposals, net— — N/M1 — N/M
Total operating expenses40 38 4 %116 114 1 %
Operating income$19 $19 (1)%$59 $56 7 %
Adjusted OIBDA (Non-GAAP)$31 $30 3 %$95 $90 6 %
Adjusted EBITDA (Non-GAAP)$31 $30 3 %$95 $90 6 %
Capital expenditures$6 $5 33 %$15 $10 61 %
N/M - Percentage change not meaningful
10

United States Cellular Corporation
Financial Measures
(Unaudited)
Free Cash Flow
 Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular2024202320242023
(Dollars in millions)
Cash flows from operating activities (GAAP)$245 $329 $761 $719 
Cash paid for additions to property, plant and equipment(129)(103)(399)(454)
Cash paid for software license agreements(11)(9)(31)(28)
Free cash flow (Non-GAAP)1
$105 $217 $331 $237 
1Free cash flow is a non-GAAP financial measure which UScellular believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements.
Licenses impairment, net of tax

The following non-GAAP financial measure isolates the total effects on net income of the current period Loss on impairment of licenses at UScellular, including tax impacts. UScellular believes this measure may be useful to investors and other users of its financial information to assist in comparing the current period financial results with periods that were not impacted by such a charge.

Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
(Dollars in millions)  
Net income (loss) attributable to UScellular shareholders (GAAP)$(79)$23 $(44)$40 
Adjustments:
Loss on impairment of licenses136 — 136 — 
Deferred tax benefit on the tax-amortizable portion of the impaired licenses(34)— (34)— 
Subtotal of Non-GAAP adjustments102 — 102 — 
Net income attributable to UScellular shareholders excluding licenses impairment charge (Non-GAAP)$23 $23 $58 $40 
Diluted weighted average shares outstanding used for diluted earnings (loss) per share attributable to UScellular shareholders86 86 86 86 
Diluted weighted average shares outstanding used for diluted earnings (loss) per share attributable to UScellular shareholders excluding licenses impairment charge88 86 88 86 
Diluted earnings (loss) per share attributable to UScellular shareholders (GAAP)$(0.92)$0.26 $(0.51)$0.47 
Adjustments:
Loss on impairment of licenses1.56 — 1.55 — 
Deferred tax benefit on the tax-amortizable portion of the impaired licenses(0.38)— (0.38)— 
Diluted earnings (loss) per share attributable to UScellular shareholders excluding licenses impairment charge (Non-GAAP)$0.26 $0.26 $0.66 $0.47 
11
v3.24.3
Document and Entity Document
Nov. 01, 2024
Entity Central Index Key 0000821130
Document Type 8-K
Document Period End Date Nov. 01, 2024
Entity Registrant Name UNITED STATES CELLULAR CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-09712
Entity Tax Identification Number 62-1147325
Entity Address, Address Line One 8410 West Bryn Mawr
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60631
City Area Code (773)
Local Phone Number 399-8900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Shares  
Title of 12(b) Security Common Shares, $1 par value
Trading Symbol USM
Security Exchange Name NYSE
6.25% 2069 Senior Notes  
Title of 12(b) Security 6.25% Senior Notes due 2069
Trading Symbol UZD
Security Exchange Name NYSE
5.5% 2070 Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZE
Security Exchange Name NYSE
5.5% 2070 Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZF
Security Exchange Name NYSE
United States Cellular (NYSE:UZF)
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