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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): February 16, 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 February 16, 2024, United States Cellular Corporation (UScellular) issued a news release announcing its results of operations for the period ended December 31, 2023. 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:February 16, 2024By:/s/ Douglas W. Chambers
   Douglas W. Chambers
   Executive Vice President, Chief Financial Officer and Treasurer


Exhibit 99.1
NEWS RELEASE
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As previously announced, UScellular will hold a teleconference on February 16, 2024 at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.uscellular.com.
FOR IMMEDIATE RELEASE

UScellular reports fourth quarter and full year 2023 results
Provides guidance for 2024
CHICAGO (February 16, 2024) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $1,000 million for the fourth quarter of 2023, versus $1,048 million for the same period one year ago. Net income (loss) attributable to UScellular shareholders and related diluted earnings (loss) per share were $14 million and $0.16, respectively, for the fourth quarter of 2023 compared to $(28) million and $(0.33), respectively, in the same period one year ago.
UScellular reported total operating revenues of $3,906 million and $4,169 million for the years ended 2023 and 2022, respectively. Net income attributable to UScellular shareholders and related diluted earnings per share were $54 million and $0.63, respectively, for the year ended 2023 compared to $30 million and $0.35, respectively, for the year ended 2022.
Full-year 2023 Highlights*
•Postpaid ARPU grew 2%
•Delivering on growth initiatives
◦Fixed wireless customers grew 46% to 114,000
◦Tower rental revenues grew 8% to $100 million
•Increased profitability
◦Net income, Adjusted OIBDA and Adjusted EBITDA up
•Generated positive free cash flow and increased cash flows from operating activities
•Began launching 5G mid-band network - providing low latency and faster speeds
*Comparisons are Year Ended December 31, 2023 to Year Ended December 31, 2022
"At UScellular, we are focused on connecting people to what matters most,” said Laurent Therivel, UScellular President and CEO. "In 2023, Postpaid ARPU increased 2%, we made significant progress on our 5G network deployment, and we delivered strong results in fixed wireless. Even though we experienced challenging subscriber results in an aggressive competitive environment, I’m pleased with the improvements we were able to drive in profitability year over year.  
"In 2024, we plan to continue focusing on improving subscriber results, driving growth in fixed wireless and towers, and maintaining financial discipline as we advance the network through our mid-band deployment."
Recent Development: On August 4, 2023, Telephone and Data Systems, Inc. (TDS) and UScellular announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for UScellular. The process is still ongoing.
1

2024 Estimated Results

UScellular’s current estimates of full-year 2024 results are shown below. Such estimates represent management’s view as of February 16, 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
Actual Results for
the Year Ended
December 31, 2023
(Dollars in millions)  
Service revenues$2,950-$3,050$3,044
Adjusted OIBDA1, 2
$750-$850$818
Adjusted EBITDA1, 2
$920-$1,020$986
Capital expenditures$550-$650$611
The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted OIBDA to the corresponding GAAP measures, Net income or Income before income taxes. In providing 2024 estimated results, UScellular has not completed the below reconciliation to Net income 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.
 
2024 Estimated Results2
Actual Results for
the Year Ended
December 31, 2023
Actual Results for the Year Ended
December 31, 2022
(Dollars in millions)  
Net income (GAAP)N/A$58 $35 
Add back:  
Income tax expenseN/A53 37 
Income before income taxes (GAAP)$40-$140$111 $72 
Add back: 
Interest expense195196 163 
Depreciation, amortization and accretion expense665656 700 
EBITDA (Non-GAAP)1
$900-$1,000$963 $935 
Add back or deduct: 
Expenses related to strategic alternatives review— 8 — 
Loss on impairment of licenses— — 3 
(Gain) loss on asset disposals, net2017 19 
(Gain) loss on sale of business and other exit costs, net—— (1)
(Gain) loss on license sales and exchanges, net— (2)— 
Adjusted EBITDA (Non-GAAP)1
$920-$1,020$986 $956 
Deduct: 
Equity in earnings of unconsolidated entities160158 158 
Interest and dividend income1010 8 
Adjusted OIBDA (Non-GAAP)1
$750-$850$818 $790 
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 December 31, 2023, 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

Conference Call Information
UScellular will hold a conference call on February 16, 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/105947395
•Access the call by phone at (888) 330-2384 (US/Canada), 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 4.6 million retail connections in 21 states. The Chicago-based company had 4,300 full- and part-time associates as of December 31, 2023. At the end of the fourth quarter of 2023, Telephone and Data Systems, Inc. owned approximately 83% 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 any strategic alternatives for UScellular will be successfully identified or completed; 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; 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; 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.
For more information about UScellular, visit: www.uscellular.com
3

United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended12/31/20239/30/20236/30/20233/31/202312/31/2022
Retail Connections     
Postpaid     
Total at end of period4,106,000 4,159,000 4,194,000 4,223,000 4,247,000 
Gross additions129,000 128,000 125,000 137,000 154,000 
Handsets80,000 84,000 83,000 93,000 105,000 
Connected devices49,000 44,000 42,000 44,000 49,000 
Net additions (losses)(50,000)(35,000)(28,000)(24,000)(17,000)
Handsets(53,000)(38,000)(29,000)(25,000)(20,000)
Connected devices3,000 3,000 1,000 1,000 3,000 
ARPU1
$51.61 $51.11 $50.64 $50.66 $50.60 
ARPA2
$131.63 $130.91 $130.19 $130.77 $130.97 
Handset upgrade rate3
5.8 %4.5 %4.8 %4.9 %7.0 %
Churn rate4
1.44 %1.30 %1.21 %1.27 %1.35 %
Handsets1.22 %1.11 %1.01 %1.06 %1.12 %
Connected devices3.03 %2.64 %2.65 %2.78 %2.99 %
Prepaid
Total at end of period451,000 462,000 462,000 470,000 493,000 
Gross additions43,000 52,000 50,000 43,000 61,000 
Net additions (losses)(11,000)— (8,000)(23,000)— 
ARPU1, 5
$32.32 $33.44 $33.86 $33.19 $33.34 
Churn rate4
3.87 %3.68 %4.18 %4.63 %4.11 %
Market penetration at end of period
Consolidated operating population32,350,000 32,350,000 32,350,000 32,350,000 32,370,000 
Consolidated operating penetration6
15 %15 %15 %15 %15 %
Capital expenditures (millions)$148 $111 $143 $208 $176 
Total cell sites in service7,000 6,973 6,952 6,950 6,945 
Owned towers4,373 4,356 4,341 4,338 4,336 
Due to rounding, the sum of quarterly results may not equal the total for the year.
1Average 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.
2Average 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.
3Handset upgrade rate calculated as total handset upgrade transactions divided by average postpaid handset connections.
4Churn rate represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.
5Fourth 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.
6Market 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.
4

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
 
 Three Months Ended
December 31,		Year Ended
December 31,
 20232022
2023 vs. 2022
20232022
2023 vs. 2022
(Dollars and shares in millions, except per share amounts)      
Operating revenues      
Service$755 $774 (3)%$3,044 $3,125 (3)%
Equipment sales245 274 (10)%862 1,044 (17)%
Total operating revenues1,000 1,048 (5)%3,906 4,169 (6)%
Operating expenses      
System operations (excluding Depreciation, amortization and accretion reported below)183 181 1 %740 755 (2)%
Cost of equipment sold280 330 (15)%988 1,216 (19)%
Selling, general and administrative349 374 (7)%1,368 1,408 (3)%
Depreciation, amortization and accretion166 179 (8)%656 700 (6)%
Loss on impairment of licenses— — —— 3 N/M
(Gain) loss on asset disposals, net3 11 (67)%17 19 (9)%
(Gain) loss on sale of business and other exit costs, net— — N/M— (1)N/M
(Gain) loss on license sales and exchanges, net(2)— N/M(2)— N/M
Total operating expenses979 1,075 (9)%3,767 4,100 (8)%
Operating income (loss)21 (27)N/M139 69 N/M
Investment and other income (expense)      
Equity in earnings of unconsolidated entities37 36 3 %158 158 –
Interest and dividend income2 3 (24)%10 8 26 %
Interest expense(49)(49)(3)%(196)(163)(21)%
Total investment and other income (expense)(10)(10)(10)%(28)3 N/M
Income (loss) before income taxes11 (37)N/M111 72 54 %
Income tax expense (benefit)(4)(9)64 %53 37 43 %
Net income (loss)15 (28)N/M58 35 67 %
Less: Net income attributable to noncontrolling interests, net of tax1 — (53)%4 5 (24)%
Net income (loss) attributable to UScellular shareholders$14 $(28)N/M$54 $30 80 %
Basic weighted average shares outstanding85 85 1 %85 85 –
Basic earnings (loss) per share attributable to UScellular shareholders$0.17 $(0.33)N/M$0.64 $0.35 81 %
Diluted weighted average shares outstanding88 85 3 %87 86 –
Diluted earnings (loss) per share attributable to UScellular shareholders$0.16 $(0.33)N/M$0.63 $0.35 79 %
N/M - Percentage change not meaningful
5

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
Year Ended December 31,20232022
(Dollars in millions)  
Cash flows from operating activities
Net income$58 $35 
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities  
Depreciation, amortization and accretion656 700 
Bad debts expense104 132 
Stock-based compensation expense23 24 
Deferred income taxes, net47 33 
Equity in earnings of unconsolidated entities(158)(158)
Distributions from unconsolidated entities150 145 
Loss on impairment of licenses— 3 
(Gain) loss on asset disposals, net17 19 
(Gain) loss on sale of business and other exit costs, net— (1)
(Gain) loss on license sales and exchanges, net(2)— 
Other operating activities6 9 
Changes in assets and liabilities from operations
Accounts receivable17 (59)
Equipment installment plans receivable(20)(199)
Inventory62 (88)
Accounts payable(85)12 
Customer deposits and deferred revenues(9)47 
Accrued taxes— 121 
Other assets and liabilities— 57 
Net cash provided by operating activities866 832 
Cash flows from investing activities
Cash paid for additions to property, plant and equipment(608)(602)
Cash paid for licenses(130)(585)
Other investing activities17 8 
Net cash used in investing activities(721)(1,179)
Cash flows from financing activities
Issuance of long-term debt315 800 
Repayment of long-term debt(453)(329)
Issuance of short-term debt— 110 
Repayment of short-term debt(60)(50)
Common Shares reissued for benefit plans, net of tax payments(6)(5)
Repurchase of Common Shares— (43)
Payment of debt issuance costs(1)(1)
Distributions to noncontrolling interests(3)(3)
Cash paid for software license agreements(66)(22)
Other financing activities— (1)
Net cash provided by (used in) financing activities(274)456 
Net increase (decrease) in cash, cash equivalents and restricted cash(129)109 
Cash, cash equivalents and restricted cash
Beginning of period308 199 
End of period$179 $308 
6

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
December 31,20232022
(Dollars in millions)  
Current assets  
Cash and cash equivalents$150 $273 
Accounts receivable, net957 1,072 
Inventory, net199 261 
Prepaid expenses57 68 
Income taxes receivable1 4 
Other current assets36 45 
Total current assets1,400 1,723 
Assets held for sale15 26 
Licenses4,693 4,690 
Investments in unconsolidated entities461 452 
Property, plant and equipment, net2,576 2,624 
Operating lease right-of-use assets915 918 
Other assets and deferred charges690 686 
Total assets$10,750 $11,119 
7

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
December 31,20232022
(Dollars in millions, except per share amounts)  
Current liabilities  
Current portion of long-term debt$20 $13 
Accounts payable248 356 
Customer deposits and deferred revenues229 239 
Accrued taxes32 35 
Accrued compensation83 84 
Short-term operating lease liabilities135 133 
Other current liabilities154 335 
Total current liabilities901 1,195 
Deferred liabilities and credits  
Deferred income tax liability, net755 708 
Long-term operating lease liabilities831 843 
Other deferred liabilities and credits565 604 
Long-term debt, net3,044 3,187 
Noncontrolling interests with redemption features
12 12 
Equity  
UScellular shareholders’ equity  
Series A Common and Common Shares, par value $1.00 per share88 88 
Additional paid-in capital1,726 1,703 
Treasury shares(80)(98)
Retained earnings2,892 2,861 
Total UScellular shareholders’ equity4,626 4,554 
Noncontrolling interests16 16 
Total equity4,642 4,570 
Total liabilities and equity$10,750 $11,119 
8

United States Cellular Corporation
Financial Measures and Reconciliations
(Unaudited)

Free Cash Flow
 Three Months Ended
December 31,		Year Ended
December 31,
 2023202220232022
(Dollars in millions)
Cash flows from operating activities (GAAP)$148 $180 $866 $832 
Cash paid for additions to property, plant and equipment(155)(192)(608)(602)
Cash paid for software license agreements(37)(17)(66)(22)
Free cash flow (Non-GAAP)1
$(44)$(29)$192 $208 
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.
9
v3.24.0.1
Document and Entity Document
Feb. 16, 2024
Entity Central Index Key 0000821130
Document Type 8-K
Document Period End Date Feb. 16, 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% Senior Notes  
Title of 12(b) Security 6.25% Senior Notes due 2069
Trading Symbol UZD
Security Exchange Name NYSE
5.50% Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZE
Security Exchange Name NYSE
5.50 % Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZF
Security Exchange Name NYSE
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