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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 21, 2025
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 21, 2025, United States Cellular Corporation (UScellular) issued a news release announcing its results of operations for the period ended December 31, 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:February 21, 2025By:/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 21, 2025 at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.uscellular.com.

UScellular reports fourth quarter and full year 2024 results

CHICAGO (February 21, 2025) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $970 million for the fourth quarter of 2024, versus $1,000 million for the same period one year ago. Net income attributable to UScellular shareholders and related diluted earnings per share were $5 million and $0.05, respectively, for the fourth quarter of 2024 compared to $14 million and $0.16, respectively, in the same period one year ago.
UScellular reported total operating revenues of $3,770 million and $3,906 million for the years ended 2024 and 2023, respectively. Net income (loss) attributable to UScellular shareholders and related diluted earnings (loss) per share were $(39) million and $(0.46), respectively, for the year ended 2024 compared to $54 million and $0.63, respectively, for the year ended 2023.
Net income attributable to UScellular shareholders excluding a third quarter 2024 license impairment (non-GAAP) of $136 million ($102 million, net of tax) and related diluted earnings per share excluding a third quarter 2024 license impairment (non-GAAP) were $63 million and $0.71, respectively, for the year ended 2024 compared to $54 million and $0.63, respectively, for the year ended 2023. Substantially all of the impairment loss was related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands.
Full-year 2024 Highlights*
•Announced multiple transactions related to the strategic alternatives review
◦Transaction with T-Mobile and four spectrum transactions with various mobile network operators
•Improved wireless operating results
◦Postpaid and prepaid net losses improved
◦Postpaid and prepaid churn improved
◦Fixed wireless customers grew 27%
•Cash flows from operating activities and free cash flow up year over year
•Ongoing 5G mid-band network deployment — providing additional capacity and faster speeds for our customers
*Comparisons are Year Ended December 31, 2024 to Year Ended December 31, 2023
“In 2024, UScellular made significant progress in enhancing shareholder value, while remaining steadfast in its mission of connecting people to what matters most,” said Laurent Therivel, UScellular President and CEO. “We also maintained strong financial discipline resulting in solid growth in profitability and free cash flow.
“While subscriber results remained negative, we saw meaningful improvement in postpaid and prepaid additions in the third and fourth quarters of 2024. We intend to build on this momentum and will continue to invest in our customers and our network while working towards closing the transactions that we have previously announced.“
1

Announced Transactions
On May 24, 2024, Telephone and Data Systems, Inc. (TDS) and UScellular entered into a Securities Purchase Agreement to sell UScellular's wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile). The transaction is expected to close in mid-2025, subject to regulatory approval and the satisfaction of customary closing conditions.
On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement with Verizon Communications, Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses, subject to receipt of regulatory approvals, and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close. Additionally, UScellular also entered into agreements with Nsight Spectrum, LLC and Nex-Tech Wireless, LLC for the sale of select spectrum licenses.
On November 6, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses, subject to receipt of regulatory approvals, and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close.
Due to the pending transaction with T-Mobile, UScellular is not providing 2025 financial guidance.
2

Stock Repurchase
During 2024, UScellular repurchased 939,999 of its Common Shares for $55 million.
Conference Call Information
UScellular will hold a conference call on February 21, 2025 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/548841993
•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 4.4 million retail connections in 21 states. The Chicago-based company had 4,100 full- and part-time associates as of December 31, 2024. At the end of the fourth quarter of 2024, TDS 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 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; if the announced transactions are not successfully completed there may be substantial changes in which the wireless business is conducted; if the announced transactions are successfully completed, substantial costs will be triggered and changes required in the manner in which UScellular’s remaining business is conducted; strategic decisions regarding the tower business; intense competition; the ability to attract people of outstanding talent throughout all levels of the organization; UScellular's lack of 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 certain 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.
3

United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended12/31/20249/30/20246/30/20243/31/202412/31/2023
Retail Connections     
Postpaid     
Total at end of period1
3,985,000 3,999,000 4,027,000 4,051,000 4,106,000 
Gross additions140,000 123,000 117,000 106,000 129,000 
Handsets93,000 84,000 73,000 63,000 80,000 
Connected devices47,000 39,000 44,000 43,000 49,000 
Net additions (losses)1
(14,000)(28,000)(24,000)(44,000)(50,000)
Handsets(19,000)(28,000)(29,000)(47,000)(53,000)
Connected devices5,000 — 5,000 3,000 3,000 
ARPU2
$51.73 $52.04 $51.45 $51.96 $51.61 
ARPA3
$131.10 $131.81 $130.41 $132.00 $131.63 
Handset upgrade rate4
4.8 %3.5 %4.1 %4.5 %5.8 %
Churn rate5
1.29 %1.25 %1.16 %1.22 %1.44 %
Handsets1.08 %1.07 %0.97 %1.03 %1.22 %
Connected devices2.67 %2.47 %2.47 %2.52 %3.03 %
Prepaid
Total at end of period1
448,000 452,000 439,000 436,000 451,000 
Gross additions46,000 57,000 50,000 41,000 43,000 
Net additions (losses)1
(4,000)13,000 3,000 (13,000)(11,000)
ARPU2, 6
$30.59 $32.01 $32.37 $32.25 $32.32 
Churn rate5
3.70 %3.30 %3.60 %4.06 %3.87 %
Market penetration at end of period
Consolidated operating population32,550,000 32,550,000 32,550,000 32,550,000 32,350,000 
Consolidated operating penetration7
15 %15 %15 %14 %15 %
Capital expenditures (millions)$162 $120 $165 $131 $148 
Total cell sites in service7,010 7,007 6,990 6,995 7,000 
Owned towers4,409 4,407 4,388 4,382 4,373 
Number of colocations8
2,444 2,418 2,392 2,397 2,390 
Tower tenancy rate9
1.55 1.55 1.55 1.55 1.55 
Due to rounding, the sum of quarterly results may not equal the total for the year.
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
December 31,		Year Ended
December 31,
 20242023
2024 vs. 2023
20242023
2024 vs. 2023
(Dollars and shares in millions, except per share amounts)      
Operating revenues      
Service$742 $755 (2)%$2,987 $3,044 (2)%
Equipment sales228 245 (7)%783 862 (9)%
Total operating revenues970 1,000 (3)%3,770 3,906 (3)%
Operating expenses      
System operations (excluding Depreciation, amortization and accretion reported below)182 183 (1)%724 740 (2)%
Cost of equipment sold276 280 (1)%906 988 (8)%
Selling, general and administrative353 349 1 %1,330 1,368 (3)%
Depreciation, amortization and accretion165 166 —665 656 1 %
Loss on impairment of licenses— — —136 — N/M
(Gain) loss on asset disposals, net4 3 3 %18 17 3 %
(Gain) loss on license sales and exchanges, net(1)(2)59 %3 (2)N/M
Total operating expenses979 979 —3,782 3,767 —
Operating income (loss)(9)21 N/M(12)139 N/M
Investment and other income (expense)      
Equity in earnings of unconsolidated entities38 37 3 %161 158 2 %
Interest and dividend income3 2 29 %12 10 19 %
Interest expense(46)(49)8 %(183)(196)7 %
Total investment and other income (expense)(5)(10)53 %(10)(28)63 %
Income (loss) before income taxes(14)11 N/M(22)111 N/M
Income tax expense (benefit)(19)(4)N/M10 53 (82)%
Net income (loss)5 15 (66)%(32)58 N/M
Less: Net income attributable to noncontrolling interests, net of tax— 1 86 %7 4 N/M
Net income (loss) attributable to UScellular shareholders$5 $14 (68)%$(39)$54 N/M
Basic weighted average shares outstanding85 85 —86 85 1 %
Basic earnings (loss) per share attributable to UScellular shareholders$0.05 $0.17 (68)%$(0.46)$0.64 N/M
Diluted weighted average shares outstanding88 88 1 %86 87 (1)%
Diluted earnings (loss) per share attributable to UScellular shareholders$0.05 $0.16 (69)%$(0.46)$0.63 N/M
N/M - Percentage change not meaningful
5

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
Year Ended December 31,20242023
(Dollars in millions)  
Cash flows from operating activities
Net income (loss)$(32)$58 
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities  
Depreciation, amortization and accretion665 656 
Bad debts expense97 104 
Stock-based compensation expense55 23 
Deferred income taxes, net(27)47 
Equity in earnings of unconsolidated entities(161)(158)
Distributions from unconsolidated entities169 150 
Loss on impairment of licenses136 — 
(Gain) loss on asset disposals, net18 17 
(Gain) loss on license sales and exchanges, net3 (2)
Other operating activities5 6 
Changes in assets and liabilities from operations
Accounts receivable(11)17 
Equipment installment plans receivable(37)(20)
Inventory21 62 
Accounts payable(19)(85)
Customer deposits and deferred revenues9 (9)
Accrued taxes(4)— 
Other assets and liabilities(4)— 
Net cash provided by operating activities883 866 
Cash flows from investing activities
Cash paid for additions to property, plant and equipment(537)(608)
Cash paid for licenses(20)(130)
Other investing activities1 17 
Net cash used in investing activities(556)(721)
Cash flows from financing activities
Issuance of long-term debt40 315 
Repayment of long-term debt(248)(453)
Repayment of short-term debt— (60)
Common Shares reissued for stock-based compensation awards, net of tax payments(11)(6)
Repurchase of Common Shares(54)— 
Payment of debt issuance costs— (1)
Distributions to noncontrolling interests(5)(3)
Cash paid for software license agreements(66)(66)
Other financing activities(3)— 
Net cash used in financing activities(347)(274)
Net decrease in cash, cash equivalents and restricted cash(20)(129)
Cash, cash equivalents and restricted cash
Beginning of period179 308 
End of period$159 $179 
6

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
December 31,20242023
(Dollars in millions)  
Current assets  
Cash and cash equivalents$144 $150 
Accounts receivable, net955 957 
Inventory, net179 199 
Prepaid expenses46 57 
Income taxes receivable— 1 
Other current assets21 36 
Total current assets1,345 1,400 
Assets held for sale— 15 
Licenses4,579 4,693 
Investments in unconsolidated entities454 461 
Property, plant and equipment, net2,502 2,576 
Operating lease right-of-use assets926 915 
Other assets and deferred charges643 690 
Total assets$10,449 $10,750 
7

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
December 31,20242023
(Dollars in millions, except per share amounts)  
Current liabilities  
Current portion of long-term debt$22 $20 
Accounts payable242 248 
Customer deposits and deferred revenues238 229 
Accrued taxes30 32 
Accrued compensation93 83 
Short-term operating lease liabilities141 135 
Other current liabilities118 154 
Total current liabilities884 901 
Deferred liabilities and credits  
Deferred income tax liability, net728 755 
Long-term operating lease liabilities822 831 
Other deferred liabilities and credits570 565 
Long-term debt, net2,837 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 capital1,783 1,726 
Treasury shares(112)(80)
Retained earnings2,818 2,892 
Total UScellular shareholders’ equity4,577 4,626 
Noncontrolling interests15 16 
Total equity4,592 4,642 
Total liabilities and equity$10,449 $10,750 
8

United States Cellular Corporation
Segment Results
(Unaudited)
Three Months Ended
December 31,		Year Ended
December 31,
UScellular202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Operating Revenues
Wireless$944 $975 (3)%$3,667 $3,805 (4)%
Towers59 57 3 %234 228 3 %
Intra-company eliminations(33)(32)(3)%(131)(127)(3)%
Total operating revenues970 1,000 (3)%3,770 3,906 (3)%
Operating expenses
Wireless971 975 —3,757 3,743 —
Towers41 36 12 %156 151 3 %
Intra-company eliminations(33)(32)(3)%(131)(127)(3)%
Total operating expenses979 979 —3,782 3,767 —
Operating income (loss)$(9)$21 N/M$(12)$139 N/M
Adjusted OIBDA (Non-GAAP)$167 $194 (14)%$845 $818 3 %
Adjusted EBITDA (Non-GAAP)$208 $233 (11)%$1,018 $986 3 %
Capital expenditures$162 $148 9 %$577 $611 (6)%
N/M - Percentage change not meaningful
9

United States Cellular Corporation
Segment Results
(Unaudited)
Three Months Ended
December 31,		Year Ended
December 31,
UScellular Wireless202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Retail service$661 $678 (3)%$2,674 $2,742 (2)%
Other55 52 7 %210 201 5 %
Service revenues716 730 (2)%2,884 2,943 (2)%
Equipment sales228 245 (7)%783 862 (9)%
Total operating revenues944 975 (3)%3,667 3,805 (4)%
System operations (excluding Depreciation, amortization and accretion reported below)195 197 (1)%777 794 (2)%
Cost of equipment sold276 280 (1)%906 988 (8)%
Selling, general and administrative344 340 1 %1,298 1,334 (3)%
Depreciation, amortization and accretion153 155 —620 610 1 %
Loss on impairment of licenses— — —136 — N/M
(Gain) loss on asset disposals, net4 5 (37)%17 19 (11)%
(Gain) loss on license sales and exchanges, net(1)(2)59 %3 (2)N/M
Total operating expenses971 975 —3,757 3,743 —
Operating income (loss)$(27)$— N/M$(90)$62 N/M
Adjusted OIBDA (Non-GAAP)$137 $164 (16)%$719 $697 3 %
Adjusted EBITDA (Non-GAAP)$137 $164 (16)%$719 $697 3 %
Capital expenditures$154 $127 21 %$554 $580 (5)%
Three Months Ended
December 31,		Year Ended
December 31,
UScellular Towers202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Third-party revenues$26 $25 4 %$103 $101 2 %
Intra-company revenues33 32 3 %131 127 3 %
Total tower revenues59 57 3 %234 228 3 %
System operations (excluding Depreciation, amortization and accretion reported below)20 18 11 %78 73 6 %
Selling, general and administrative9 9 2 %32 34 (5)%
Depreciation, amortization and accretion12 11 —45 46 (1)%
(Gain) loss on asset disposals, net— (2)N/M1 (2)N/M
Total operating expenses41 36 12 %156 151 3 %
Operating income$18 $21 (11)%$78 $77 2 %
Adjusted OIBDA (Non-GAAP)$30 $30 —$126 $121 4 %
Adjusted EBITDA (Non-GAAP)$30 $30 —$126 $121 4 %
Capital expenditures$8 $21 (62)%$23 $31 (24)%
N/M - Percentage change not meaningful
10

United States Cellular Corporation
Financial Measures
(Unaudited)

Free Cash Flow
 Three Months Ended
December 31,		Year Ended
December 31,
UScellular2024202320242023
(Dollars in millions)
Cash flows from operating activities (GAAP)$121 $148 $883 $866 
Cash paid for additions to property, plant and equipment(139)(155)(537)(608)
Cash paid for software license agreements(35)(37)(66)(66)
Free cash flow (Non-GAAP)1
$(53)$(44)$280 $192 
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 Loss on impairment of licenses, including tax impacts. UScellular believes this measure may be useful to investors and other users of its financial information to assist in comparing financial results with periods that were not impacted by impairment charges.
Three Months Ended
December 31,		Year Ended
December 31,
 2024202320242023
(Dollars in millions)  
Net income (loss) attributable to UScellular shareholders (GAAP)$5 $14 $(39)$54 
Adjustments:
Loss on impairment of licenses— — 136 — 
Deferred tax benefit on the tax-amortizable portion of the impaired licenses— — (34)— 
Subtotal of Non-GAAP adjustments— — 102 — 
Net income attributable to UScellular shareholders excluding licenses impairment charge (Non-GAAP)$5 $14 $63 $54 
Diluted weighted average shares outstanding used for diluted earnings (loss) per share attributable to UScellular shareholders88 88 86 87 
Diluted weighted average shares outstanding used for diluted earnings per share attributable to UScellular shareholders excluding licenses impairment charge88 88 88 87 
Diluted earnings (loss) per share attributable to UScellular shareholders (GAAP)$0.05 $0.16 $(0.46)$0.63 
Adjustments:
Loss on impairment of licenses— — 1.55 — 
Deferred tax benefit on the tax-amortizable portion of the impaired licenses— — (0.38)— 
Diluted earnings per share attributable to UScellular shareholders excluding licenses impairment charge (Non-GAAP)$0.05 $0.16 $0.71 $0.63 
11

United States Cellular Corporation
EBITDA, Adjusted EBITDA and Adjusted OIBDA
(Unaudited)

The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) and Income (loss) before income taxes. Income and expense items below Operating income (loss) are not provided at the individual segment level for Wireless and Towers; therefore, the reconciliations begin with EBITDA and the most directly comparable GAAP measure is Operating income (loss) rather than Net income (loss) at the segment level.
Three Months Ended
December 31,		Year Ended
December 31,
UScellular2024202320242023
(Dollars in millions)
Net income (loss) (GAAP)$5 $15 $(32)$58 
Add back or deduct:
Income tax expense (benefit)(19)(4)10 53 
Income (loss) before income taxes (GAAP)(14)11 (22)111 
Add back:
Interest expense46 49 183 196 
Depreciation, amortization and accretion165 166 665 656 
EBITDA (Non-GAAP)197 226 826 963 
Add back or deduct:
Expenses related to strategic alternatives review8 6 35 8 
Loss on impairment of licenses— — 136 — 
(Gain) loss on asset disposals, net4 3 18 17 
(Gain) loss on license sales and exchanges, net
(1)(2)3 (2)
Adjusted EBITDA (Non-GAAP)208 233 1,018 986 
Deduct:
Equity in earnings of unconsolidated entities38 37 161 158 
Interest and dividend income3 2 12 10 
Adjusted OIBDA (Non-GAAP)$167 $194 $845 $818 
Three Months Ended
December 31,		Year Ended
December 31,
UScellular Wireless2024202320242023
(Dollars in millions)
EBITDA (Non-GAAP)$126 $155 $530 $672 
Add back or deduct:
Expenses related to strategic alternatives review8 6 33 8 
Loss on impairment of licenses— — 136 — 
(Gain) loss on asset disposals, net4 5 17 19 
(Gain) loss on license sales and exchanges, net
(1)(2)3 (2)
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)137 164 719 697 
Deduct:
Depreciation, amortization and accretion153 155 620 610 
Expenses related to strategic alternatives review8 6 33 8 
Loss on impairment of licenses— — 136 — 
(Gain) loss on asset disposals, net4 5 17 19 
(Gain) loss on license sales and exchanges, net(1)(2)3 (2)
Operating income (loss) (GAAP)$(27)$— $(90)$62 
12

Three Months Ended
December 31,		Year Ended
December 31,
UScellular Towers2024202320242023
(Dollars in millions)
EBITDA (Non-GAAP)$30 $32 $123 $123 
Add back or deduct:
Expenses related to strategic alternatives review— — 2 — 
(Gain) loss on asset disposals, net— (2)1 (2)
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)30 30 126 121 
Deduct:
Depreciation, amortization and accretion12 11 45 46 
Expenses related to strategic alternatives review— — 2 — 
(Gain) loss on asset disposals, net— (2)1 (2)
Operating income (GAAP)$18 $21 $78 $77 
13
v3.25.0.1
Document and Entity Document
Feb. 21, 2025
Entity Central Index Key 0000821130
Document Type 8-K
Document Period End Date Feb. 21, 2025
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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