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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): August 2, 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 August 2, 2024, United States Cellular Corporation (UScellular) issued a news release announcing its results of operations for the period ended June 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:August 2, 2024By:/s/ Douglas W. Chambers
   Douglas W. Chambers
   Executive Vice President, Chief Financial Officer and Treasurer
   
   
    


Exhibit 99.1
NEWS RELEASE

usmlogoa.jpg

As previously announced, UScellular will hold a teleconference on August 2, 2024, at 9:00 a.m. CDT. Listen to the call live via the Events & Presentations page of investors.uscellular.com.
 

UScellular reports second quarter 2024 results
2024 guidance reaffirmed

CHICAGO (August 2, 2024) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $927 million for the second quarter of 2024, versus $957 million for the same period one year ago. Service revenues totaled $743 million, versus $760 million for the same period one year ago. Net income attributable to UScellular shareholders and related diluted earnings per share were $17 million and $0.20, respectively, for the second quarter of 2024 compared to $5 million and $0.05, respectively, in the same period one year ago.
2Q 2024 Highlights*
•Announced sale of wireless operations and select spectrum assets
•Now reporting Wireless and Towers segments
▪Wireless
•Sequential improvement in postpaid gross additions and postpaid net losses
•Postpaid ARPU grew 2%; service revenues decreased 2%
▪Towers
•Third-party tower revenues increased 1%
•Fixed wireless customers grew 40% to 134,000
•Strong cost management across the enterprise led to increased operating income, net income and Adjusted OIBDA

* Comparisons are 2Q’23 to 2Q’24 unless otherwise noted

“Solid postpaid ARPU growth and continued strong expense discipline is keeping us on track to deliver on our financial guidance,” said Laurent C. Therivel, UScellular President and CEO. “We have taken actions to improve subscriber results that have led to sequential improvement in postpaid handset net additions in the second quarter. While postpaid handset net additions remained negative, we are encouraged by the positive momentum.

"Finally, I would also like to thank all of our associates for their hard work in these dynamic times. 2024 has been a year of unprecedented change for the organization, but our team has remained focused on our mission of connecting customers to what matters most."

Announced Transaction 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.

UScellular retains its nearly 4,400 owned towers, its equity method investments, and approximately 70% of its spectrum assets. The strategic alternatives review process is ongoing as UScellular seeks to opportunistically monetize its spectrum assets that are not subject to the T-Mobile transaction.
1

2024 Estimated Results
UScellular’s current estimates of full-year 2024 results are shown below. Such estimates represent management’s view as of August 2, 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-$3,050Unchanged
Adjusted OIBDA1, 2
$750-$850Unchanged
Adjusted EBITDA1, 2
$920-$1,020Unchanged
Capital expenditures$550-$650Unchanged

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.
  Actual Results
 
2024 Estimated Results2
 Six Months Ended
June 30, 2024		Year Ended
December 31, 2023
(Dollars in millions)   
Net income (GAAP)N/A$42 $58 
Add back:   
Income tax expenseN/A41 53 
Income before income taxes (GAAP)$60-$160$83 $111 
Add back:   
Interest expense185 91 196 
Depreciation, amortization and accretion expense660 329 656 
EBITDA (Non-GAAP)1
$905-$1,005$503 $963 
Add back or deduct:   
Expenses related to strategic alternatives review— 21 8 
(Gain) loss on asset disposals, net15 11 17 
(Gain) loss on license sales and exchanges, net— 7 (2)
Adjusted EBITDA (Non-GAAP)1
$920-$1,020$542 $986 
Deduct:   
Equity in earnings of unconsolidated entities155 80 158 
Interest and dividend income15 6 10 
Adjusted OIBDA (Non-GAAP)1
$750-$850$456 $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 June 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

Conference Call Information
UScellular will hold a conference call on August 2, 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/870908711
▪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 4,300 full- and part-time associates as of June 30, 2024. At the end of the second quarter of 2024, Telephone and Data Systems, Inc. owned approximately 82 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 transaction whereby UScellular has agreed to sell its wireless operations and selected spectrum assets to T-Mobile will be successfully completed or whether UScellular will be able to find buyers at mutually agreeable prices for its spectrum assets that are not subject to the agreement with T-Mobile; 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 Ended6/30/20243/31/202412/31/20239/30/20236/30/2023
Retail Connections     
Postpaid     
Total at end of period1
4,027,000 4,051,000 4,106,000 4,159,000 4,194,000 
Gross additions117,000 106,000 129,000 128,000 125,000 
Handsets73,000 63,000 80,000 84,000 83,000 
Connected devices44,000 43,000 49,000 44,000 42,000 
Net additions (losses)1
(24,000)(44,000)(50,000)(35,000)(28,000)
Handsets(29,000)(47,000)(53,000)(38,000)(29,000)
Connected devices5,000 3,000 3,000 3,000 1,000 
ARPU2
$51.45 $51.96 $51.61 $51.11 $50.64 
ARPA3
$130.41 $132.00 $131.63 $130.91 $130.19 
Handset upgrade rate4
4.1 %4.5 %5.8 %4.5 %4.8 %
Churn rate5
1.16 %1.22 %1.44 %1.30 %1.21 %
Handsets0.97 %1.03 %1.22 %1.11 %1.01 %
Connected devices2.47 %2.52 %3.03 %2.64 %2.65 %
Prepaid
Total at end of period1
439,000 436,000 451,000 462,000 462,000 
Gross additions50,000 41,000 43,000 52,000 50,000 
Net additions (losses)1
3,000 (13,000)(11,000)— (8,000)
ARPU2, 6
$32.37 $32.25 $32.32 $33.44 $33.86 
Churn rate5
3.60 %4.06 %3.87 %3.68 %4.18 %
Market penetration at end of period
Consolidated operating population32,550,000 32,550,000 32,350,000 32,350,000 32,350,000 
Consolidated operating penetration7
15 %14 %15 %15 %15 %
Capital expenditures (millions)$165 $131 $148 $111 $143 
Total cell sites in service6,990 6,995 7,000 6,973 6,952 
Owned towers4,388 4,382 4,373 4,356 4,341 

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.
4

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
 
 Three Months Ended
June 30,		 Six Months Ended
June 30,
 2024 2023 2024
vs. 2023		 2024 2023 2024
vs. 2023
(Dollars and shares in millions, except per share amounts)      
Operating revenues      
Service$743 $760 (2)%$1,497 $1,527 (2)%
Equipment sales184 197 (6)%380 415 (9)%
Total operating revenues927 957 (3)%1,877 1,942 (3)%
Operating expenses      
System operations (excluding Depreciation, amortization and accretion reported below)180 190 (5)%362 372 (3)%
Cost of equipment sold211 228 (7)%427 480 (11)%
Selling, general and administrative322 341 (5)%653 686 (5)%
Depreciation, amortization and accretion165 161 2 %329 330 —
(Gain) loss on asset disposals, net5 3 49 %11 13 (19)%
(Gain) loss on license sales and exchanges, net8 — N/M7 — N/M
Total operating expenses891 923 (3)%1,789 1,881 (5)%
Operating income36 34 6 %88 61 44 %
Investment and other income (expense)      
Equity in earnings of unconsolidated entities38 38 2 %80 82 (2)%
Interest and dividend income3 3 18 %6 5 11 %
Interest expense(45)(51)8 %(91)(99)8 %
Total investment and other expense(4)(10)54 %(5)(12)61 %
Income before income taxes32 24 31 %83 49 69 %
Income tax expense14 19 (28)%41 29 41 %
Net income18 5 N/M42 20 N/M
Less: Net income attributable to noncontrolling interests, net of tax1 — (20)%7 2 N/M
Net income attributable to UScellular shareholders$17 $5 N/M$35 $18 N/M
Basic weighted average shares outstanding86 85 1 %86 85 1 %
Basic earnings per share attributable to UScellular shareholders$0.20 $0.05 N/M$0.41 $0.21 99 %
Diluted weighted average shares outstanding88 86 3 %88 86 2 %
Diluted earnings per share attributable to UScellular shareholders$0.20 $0.05 N/M$0.40 $0.20 95 %

N/M - Percentage change not meaningful
5

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
June 30,
20242023
(Dollars in millions)  
Cash flows from operating activities
Net income$42 $20 
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities  
Depreciation, amortization and accretion329 330 
Bad debts expense46 50 
Stock-based compensation expense25 6 
Deferred income taxes, net11 25 
Equity in earnings of unconsolidated entities(80)(82)
Distributions from unconsolidated entities80 78 
(Gain) loss on asset disposals, net11 13 
(Gain) loss on license sales and exchanges, net7 — 
Other operating activities3 3 
Changes in assets and liabilities from operations
Accounts receivable(1)35 
Equipment installment plans receivable5 7 
Inventory57 52 
Accounts payable— (106)
Customer deposits and deferred revenues6 (9)
Accrued taxes20 1 
Accrued interest(1)(1)
Other assets and liabilities(44)(32)
Net cash provided by operating activities516 390 
Cash flows from investing activities
Cash paid for additions to property, plant and equipment(270)(351)
Cash paid for licenses(15)(8)
Other investing activities1 14 
Net cash used in investing activities(284)(345)
Cash flows from financing activities
Issuance of long-term debt40 115 
Repayment of long-term debt(198)(156)
Repayment of short-term debt— (60)
Tax payments for stock-based compensation awards(12)(6)
Distributions to noncontrolling interests(3)(2)
Cash paid for software license agreements(20)(19)
Other financing activities(3)(1)
Net cash used in financing activities(196)(129)
Net increase (decrease) in cash, cash equivalents and restricted cash36 (84)
Cash, cash equivalents and restricted cash
Beginning of period179 308 
End of period$215 $224 
6

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
 June 30, 2024 December 31, 2023
(Dollars in millions)  
Current assets  
Cash and cash equivalents$195 $150 
Accounts receivable, net952 957 
Inventory, net143 199 
Prepaid expenses58 57 
Income taxes receivable— 1 
Other current assets26 36 
Total current assets1,374 1,400 
Assets held for sale— 15 
Licenses4,715 4,693 
Investments in unconsolidated entities461 461 
Property, plant and equipment, net2,540 2,576 
Operating lease right-of-use assets906 915 
Other assets and deferred charges643 690 
Total assets$10,639 $10,750 
7

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
 June 30, 2024 December 31, 2023
(Dollars in millions, except per share amounts)  
Current liabilities  
Current portion of long-term debt$20 $20 
Accounts payable268 248 
Customer deposits and deferred revenues236 229 
Accrued taxes41 32 
Accrued compensation57 83 
Short-term operating lease liabilities134 135 
Other current liabilities130 154 
Total current liabilities886 901 
Deferred liabilities and credits  
Deferred income tax liability, net765 755 
Long-term operating lease liabilities822 831 
Other deferred liabilities and credits573 565 
Long-term debt, net2,887 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 capital1,752 1,726 
Treasury shares(58)(80)
Retained earnings2,893 2,892 
Total UScellular shareholders’ equity4,675 4,626 
Noncontrolling interests15 16 
Total equity4,690 4,642 
Total liabilities and equity$10,639 $10,750 
8

United States Cellular Corporation
Segment Results
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
UScellular202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Operating Revenues
Wireless$902 $932 (3)%$1,826 $1,892 (3)%
Towers58 57 3 %116 113 3 %
Intra-company eliminations(33)(32)(4)%(65)(63)(3)%
Total operating revenues927 957 (3)%1,877 1,942 (3)%
Operating expenses
Wireless885 916 (3)%1,779 1,868 (5)%
Towers39 39 1 %75 76 (1)%
Intra-company eliminations(33)(32)(4)%(65)(63)(3)%
Total operating expenses891 923 (3)%1,789 1,881 (5)%
Operating income$36 $34 6 %$88 $61 44 %
Adjusted OIBDA (Non-GAAP)$227 $198 14 %$456 $404 13 %
Adjusted EBITDA (Non-GAAP)$268 $239 13 %$542 $491 10 %
Capital expenditures$165 $143 15 %$295 $351 (16)%

Three Months Ended
June 30,		Six Months Ended
June 30,
UScellular Wireless202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Retail service$666 $686 (3)%$1,344 $1,378 (2)%
Other52 49 7 %102 99 3 %
Service revenues718 735 (2)%1,446 1,477 (2)%
Equipment sales184 197 (6)%380 415 (9)%
Total operating revenues902 932 (3)%1,826 1,892 (3)%
System operations (excluding Depreciation, amortization and accretion reported below)194 203 (4)%390 398 (2)%
Cost of equipment sold211 228 (7)%427 480 (11)%
Selling, general and administrative313 333 (6)%637 670 (5)%
Depreciation, amortization and accretion154 149 3 %308 307 — 
(Gain) loss on asset disposals, net5 3 40 %10 13 (23)%
(Gain) loss on license sales and exchanges, net8 — N/M7 — N/M
Total operating expenses885 916 (3)%1,779 1,868 (5)%
Operating income$17 $16 5 %$47 $24 97 %
Adjusted OIBDA (Non-GAAP)$196 $168 16 %$392 $344 14 %
Adjusted EBITDA (Non-GAAP)$196 $168 16 %$392 $344 14 %
Capital expenditures$160 $140 13 %$286 $346 (17)%
N/M - Percentage change not meaningful
9

United States Cellular Corporation
Segment Results
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
UScellular Towers202420232024
vs. 2023		202420232024
vs. 2023
(Dollars in millions)   
Third-party revenues$25 $25 1 %$51 $50 2 %
Intra-company revenues33 32 4 %65 63 3 %
Total tower revenues58 57 3 %116 113 3 %
System operations (excluding Depreciation, amortization and accretion reported below)19 19 (1)%37 37 1 %
Selling, general and administrative9 8 8 %16 16 (3)%
Depreciation, amortization and accretion11 12 (5)%21 23 (5)%
(Gain) loss on asset disposals, net— — N/M1 — N/M
Total operating expenses39 39 1 %75 76 (1)%
Operating income$19 $18 7 %$41 $37 10 %
Adjusted OIBDA (Non-GAAP)$31 $30 6 %$64 $60 7 %
Adjusted EBITDA (Non-GAAP)$31 $30 6 %$64 $60 7 %
Capital expenditures$5 $3 N/M$9 $5 89 %
N/M - Percentage change not meaningful
10

United States Cellular Corporation
Free Cash Flow
(Unaudited)
 Three Months Ended
June 30,		Six Months Ended
June 30,
UScellular2024202320242023
(Dollars in millions)
Cash flows from operating activities (GAAP)$313 $349 $516 $390 
Cash paid for additions to property, plant and equipment(137)(155)(270)(351)
Cash paid for software license agreements(11)(12)(20)(19)
Free cash flow (Non-GAAP)1
$165 $182 $226 $20 
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.
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, Income before income taxes and/or Operating income. Income and expense items below Operating Income are not provided at the individual segment level for UScellular Wireless and UScellular Towers; therefore, the reconciliations begin with EBITDA and the most directly comparable GAAP measure is Operating income rather than Net income at the segment level.
Three Months Ended
June 30,
UScellular20242023
(Dollars in millions)
Net income (GAAP)$18 $5 
Add back:
Income tax expense14 19 
Income before income taxes (GAAP)32 24 
Add back:
Interest expense45 51 
Depreciation, amortization and accretion165 161 
EBITDA (Non-GAAP)242 236 
Add back or deduct:
Expenses related to strategic alternatives review13 — 
(Gain) loss on asset disposals, net5 3 
(Gain) loss on license sales and exchanges, net8 — 
Adjusted EBITDA (Non-GAAP)268 239 
Deduct:
Equity in earnings of unconsolidated entities38 38 
Interest and dividend income3 3 
Adjusted OIBDA (Non-GAAP)$227 $198 
Three Months Ended
June 30,
UScellular Wireless20242023
(Dollars in millions)  
EBITDA (Non-GAAP)$171 $165 
Add back or deduct:
Expenses related to strategic alternatives review12 — 
(Gain) loss on asset disposals, net5 3 
(Gain) loss on license sales and exchanges, net8 — 
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)196 168 
Deduct:
Depreciation, amortization and accretion154 149 
Expenses related to strategic alternatives review12 — 
(Gain) loss on asset disposals, net5 3 
(Gain) loss on license sales and exchanges, net8 — 
Operating income (GAAP)$17 $16 
12

EBITDA, Adjusted EBITDA and Adjusted OIBDA
Three Months Ended
June 30,
UScellular Towers20242023
(Dollars in millions)  
EBITDA (Non-GAAP)$30 $30 
Add back or deduct:
Expenses related to strategic alternatives review1 — 
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)31 30 
Deduct:
Depreciation, amortization and accretion11 12 
Expenses related to strategic alternatives review1 — 
Operating income (GAAP)$19 $18 
13
v3.24.2.u1
Document and Entity Document
Aug. 02, 2024
Entity Central Index Key 0000821130
Document Type 8-K
Document Period End Date Aug. 02, 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
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