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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to

Commission file number 001-09712
USMLogo.jpg
UNITED STATES CELLULAR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
62-1147325
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (773) 399-8900
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer☐Smaller reporting company
☐
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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
☐
No
☒

The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2024, is 53 million Common Shares, $1 par value, and 33 million Series A Common Shares, $1 par value.


United States Cellular Corporation
Quarterly Report on Form 10-Q
For the Period Ended September 30, 2024
Index
Page No.

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United States Cellular Corporation
Management’s Discussion and Analysis of
Financial Condition and Results of Operations 
Executive Overview
The following discussion and analysis compares United States Cellular Corporation’s (UScellular) financial results for the three and nine months ended September 30, 2024, to the three and nine months ended September 30, 2023. It should be read in conjunction with UScellular’s interim consolidated financial statements and notes included herein, and with the description of UScellular’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2023. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. 
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. Prior periods have been updated to conform to the new reportable segments. See Note 13 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information.
This report contains statements that are not based on historical facts, which may be identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “will” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See the disclosure under the heading Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement elsewhere in this report for additional information.
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP). However, UScellular uses certain “non-GAAP financial measures” in the MD&A and the business segment information. A discussion of the reasons UScellular determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with GAAP are included in the disclosure under the heading Supplemental Information Relating to Non-GAAP Financial Measures within the MD&A of this report.
1
General
UScellular provides wireless service throughout its footprint, and leases tower space to third-party carriers on UScellular-owned towers. UScellular is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
OPERATIONS
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▪Serves customers with 4.5 million retail connections including 4.0 million postpaid and 0.5 million prepaid connections
▪Operates in 21 states
▪Employs approximately 4,200 associates
▪Owns 4,407 towers
▪Operates 7,007 cell sites in service
2
UScellular Mission and Strategy
UScellular’s mission is to connect its customers to what matters most to them. This includes providing exceptional wireless communication services which enhance consumers’ lives, increase the competitiveness of local businesses, and improve the efficiency of government operations in the markets UScellular serves.
UScellular's strategy is to attract and retain customers by providing a high-quality network, outstanding customer service, and competitive devices, plans and pricing - all provided with a local community focus. Strategic efforts include:
▪UScellular offers economical and competitively priced service plans and devices to its customers and is focused on increasing revenues from sales of related products such as device protection plans and from services such as fixed wireless home internet. In addition, UScellular is focused on expanding its solutions available to business and government customers.
▪UScellular continues to enhance its network capabilities, including by deploying 5G technology to help address customers’ growing demand for data services and create opportunities for new services requiring high speed and reliability as well as low latency. In 2019-2023, UScellular focused on 5G coverage and predominantly used low-band spectrum to launch 5G services in portions of substantially all of its markets. During 2023 and 2024, UScellular has focused on deploying 5G over its mid-band spectrum, largely overlapping areas already covered with low-band 5G service to enhance speed and capacity for UScellular’s mobility and fixed wireless services. Investments in the next several years are expected to be focused on continued mid-band spectrum deployment to enhance speed and capacity needs, building on the existing 5G coverage across UScellular’s footprint.
▪UScellular seeks to grow revenue in its Towers segment primarily through increasing third-party colocations on existing towers through providing unique tower locations, attractive terms and streamlined implementation to third-party wireless operators.
Announced Transactions and Strategic Alternatives Review
On August 4, 2023, 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. On May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, UScellular, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustment as specified in the Securities Purchase Agreement, of $4,400 million, which is payable in a combination of cash and the assumption of up to approximately $2,000 million in debt. The Securities Purchase Agreement also contemplates, among other things, a Short-Term Spectrum Manager Lease Agreement that will become effective at the closing date, which provides T-Mobile with an exclusive license to use certain UScellular spectrum assets at no cost for up to one-year for the purpose of providing continued, uninterrupted service to customers. The transactions are expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.

On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. As of September 30, 2024, the book value of the wireless spectrum licenses to be sold was $586 million. The transaction is subject to regulatory approval and other customary closing conditions, and is contingent on the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

The strategic alternatives review process is ongoing as UScellular seeks to opportunistically monetize its spectrum assets that are not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.

UScellular incurred third-party expenses related to the announced transactions and strategic alternatives review of $7 million and $28 million for the three and nine months ended September 30, 2024, respectively, and $3 million for both the three and nine months ended September 30, 2023.
Significant Financial Matter
Net loss attributable to UScellular shareholders was $79 million and $44 million for the three and nine months ended September 30, 2024, respectively. Such net losses include a non-cash charge related to the impairment of certain wireless spectrum licenses in the amount of $136 million ($102 million, net of tax impacts), which was recorded during the three months ended September 30, 2024. The conclusion that this impairment was required was made in connection with the review and preparation of the September 30, 2024 financial statements. See Note 8 — Intangible Assets for a detailed discussion regarding this impairment. Refer to Supplemental Information to Non-GAAP Financial Measures within this MD&A for a reconciliation of the wireless spectrum license impairment, net of tax.
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Terms Used by UScellular
The following is a list of definitions of certain industry terms that are used throughout this document:
▪5G – fifth generation wireless technology that helps address customers’ growing demand for data services and creates opportunities for new services requiring high speed and reliability as well as low latency.
▪Account – represents an individual or business financially responsible for one or multiple associated connections. An account may include a variety of types of connections such as handsets and connected devices.
▪Churn Rate – represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.
▪Colocations – represents instances where a third-party wireless carrier rents or leases space on a company-owned tower.
▪Connected Devices – non-handset devices that connect directly to the UScellular network. Connected devices include products such as tablets, wearables, modems, fixed wireless, and hotspots.
▪EBITDA – refers to earnings before interest, taxes, depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted EBITDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.
▪Free Cash Flow – non-GAAP metric defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and less Cash paid for software license agreements. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.
▪Gross Additions – represents the total number of new connections added during the period, without regard to connections that were terminated during that period.
▪Net Additions (Losses) – represents the total number of new connections added during the period, net of connections that were terminated during that period.
▪OIBDA – refers to operating income before depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted OIBDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.
▪Postpaid Average Revenue per Account (Postpaid ARPA) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
▪Postpaid Average Revenue per User (Postpaid ARPU) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid connections and by the number of months in the period.
▪Retail Connections – individual lines of service associated with each device activated by a postpaid or prepaid customer. Connections are associated with all types of devices that connect directly to the UScellular network.
▪Tower Tenancy Rate – average number of tenants that lease space on company-owned towers, measured on a per-tower basis.
▪Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the Federal Communications Commission (FCC) intended to promote universal access to telecommunications services in the United States.
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Financial Overview — UScellular
The following discussion and analysis compares financial results for the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023.
Three Months Ended
September 30,		Nine Months Ended
September 30,
202420232024 vs. 2023202420232024 vs. 2023
(Dollars in millions)   
Operating Revenues
Wireless$896 $938 (4)%$2,722 $2,831 (4)%
Towers59 57 2 %175 170 3 %
Intra-company eliminations(33)(32)(3)%(98)(95)(3)%
Total operating revenues922 963 (4)%2,799 2,906 (4)%
Operating expenses
Wireless1,005 900 12 %2,784 2,770 1 %
Towers40 38 4 %116 114 1 %
Intra-company eliminations(33)(32)(3)%(98)(95)(3)%
Total operating expenses1,012 906 12 %2,802 2,789 —
Operating income (loss)(90)57 N/M(3)117 N/M
Investment and other income (expense)
Equity in earnings of unconsolidated entities43 40 9 %123 121 2 %
Interest and dividend income4 3 28 %9 8 17 %
Interest expense(49)(50)2 %(137)(147)6 %
Total investment and other expense(2)(7)80 %(5)(18)68 %
Income (loss) before income taxes(92)50 N/M(8)99 N/M
Income tax expense (benefit)(14)27 N/M29 56 (50)%
Net income (loss)(78)23 N/M(37)43 N/M
Less: Net income attributable to noncontrolling interests, net of tax1 — (19)%7 3 N/M
Net income (loss) attributable to UScellular shareholders$(79)$23 N/M$(44)$40 N/M
Adjusted OIBDA (Non-GAAP)1
$222 $220 1 %$678 $624 9 %
Adjusted EBITDA (Non-GAAP)1
$269 $263 3 %$810 $753 8 %
Capital expenditures2
$120 $111 8 %$415 $462 (10)%
N/M - Percentage change not meaningful
1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.
2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.
Refer to individual segment discussions in this MD&A for additional details on operating revenues and expenses at the segment level.
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Equity in earnings of unconsolidated entities
Equity in earnings of unconsolidated entities represents UScellular’s share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method or the net asset value practical expedient. UScellular’s investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pre-tax income of $16 million and $14 million for the three months ended September 30, 2024 and 2023, respectively and $48 million and $52 million for the nine months ended September 30, 2024 and 2023, respectively. See Note 9 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.
Interest expense
Interest expense decreased for the three and nine months ended September 30, 2024 due primarily to a decrease in the average principal balance outstanding on the receivables securitization agreement. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.
Income tax expense
Income tax expense decreased for the three and nine months ended September 30, 2024, due primarily to the deferred tax benefit on the impairment of certain wireless spectrum licenses recorded in the third quarter of 2024.
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Wireless Operations
24

As of September 30,20242023
Retail Connections – End of Period
Postpaid3,999,000 4,159,000
Prepaid452,000 462,000
Total4,451,000 4,621,000

Q3 2024Q3 2023Q3 2024 vs. Q3 2023YTD 2024YTD 2023YTD 2024 vs. YTD 2023
Postpaid Activity and Churn
Gross Additions
Handsets84,000 84,000 —220,000 260,000 (15)%
Connected Devices39,000 44,000 (11)%126,000 129,000 (2)%
Total Gross Additions123,000 128,000 (4)%346,000 389,000 (11)%
Net Additions (Losses)
Handsets(28,000)(38,000)26 %(104,000)(92,000)(13)%
Connected Devices— 3,000 N/M9,000 4,000 N/M
Total Net Additions (Losses)(28,000)(35,000)20 %(95,000)(88,000)(8)%
Churn
Handsets1.07 %1.11 %1.02 %1.06 %
Connected Devices2.47 %2.64 %2.49 %2.69 %
Total Churn1.25 %1.30 %1.21 %1.26 %
N/M - Percentage change not meaningful
Total postpaid handset net losses decreased for the three months ended September 30, 2024, when compared to the same period last year due primarily to lower defections as a result of improvements in churn.
Total postpaid handset net losses increased for the nine months ended September 30, 2024 when compared to the same period last year due to lower gross additions as a result of a decrease in the pool of available customers and continued aggressive industry-wide competition. This was partially offset by lower defections as a result of improvements in churn.
Total postpaid connected device net additions decreased for the three months ended September 30, 2024, when compared to the same period last year due to lower demand for home internet and connected watches. This was offset by a decrease in tablet churn.
Total postpaid connected device net additions increased for the nine months ended September 30, 2024, when compared to the same period last year due to a decrease in tablet, hotspot and home phone defections as a result of improvements in churn.
Postpaid Revenue
Three Months Ended
September 30,		Nine Months Ended
September 30,
202420232024 vs. 2023202420232024 vs. 2023
Average Revenue Per User (ARPU)
$52.04 $51.11 2 %$51.81 $50.81 2 %
Average Revenue Per Account (ARPA)
$131.81 $130.91 1 %$131.39 $130.64 1 %
Postpaid ARPU and ARPA increased for the three and nine months ended September 30, 2024, when compared to the same period last year, due to an increase in favorable plan and product offering mix and cost recovery surcharges.
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Financial Overview — Wireless
The following discussion and analysis compares financial results for the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023.
Three Months Ended
September 30,		Nine Months Ended
September 30,
202420232024 vs. 2023202420232024 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)1
$191 $190 1 %$583 $534 9 %
Adjusted EBITDA (Non-GAAP)1
$191 $190 1 %$583 $534 9 %
Capital expenditures2
$114 $106 7 %$400 $452 (12)%
N/M - Percentage change not meaningful
1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.
2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.
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Operating Revenues
Three Months Ended September 30, 2024 and 2023
(Dollars in millions)
1934
Operating Revenues
Nine Months Ended September 30, 2024 and 2023
(Dollars in millions)
2017


Service revenues consist of:
▪Retail Service - Postpaid and prepaid charges for voice, data and value-added services and cost recovery surcharges
▪Other Service - Amounts received from the Federal USF, inbound roaming, miscellaneous other service revenues and Internet of Things (IoT)
Equipment revenues consist of:
▪Sales of wireless devices and related accessories to new and existing customers, agents, and third-party distributors
Key components of changes in the statement of operations line items were as follows:
Total operating revenues
Retail service revenues decreased for the three and nine months ended September 30, 2024, primarily as a result of a decrease in average postpaid and prepaid connections, partially offset by an increase in Postpaid ARPU as previously discussed in the Operational Overview section.
Equipment sales revenues decreased for the three months ended September 30, 2024, due primarily to a decline in smartphone devices sold due to lower upgrades.
Equipment sales revenues decreased for the nine months ended September 30, 2024, due primarily to a decline in smartphone devices sold due to lower upgrades and gross additions, partially offset by a higher average price of new smartphone sales.
Wireless service providers have been aggressive promotionally and on price to attract and retain customers. This includes both traditional carriers and cable wireless companies. UScellular expects promotional aggressiveness by traditional carriers to continue and pricing pressures from cable wireless companies and new entrants to increase into the foreseeable future. Additionally, other wireless service providers have more developed networks and coverage as well as lower costs per subscriber than UScellular, which has negatively affected and may continue to negatively affect UScellular's ability to compete over time. Operating revenues and Operating income (loss) have been negatively impacted by these factors in current and prior periods, and are expected to be negatively impacted in future periods.
9
Total operating expenses
Total operating expenses for the nine months ended September 30, 2023 include $9 million of severance and related expenses associated with a reduction in workforce that was recorded in the first quarter of 2023. These severance expenses are included in System operations expenses and Selling, general and administrative expenses.
System operations expenses
System operations expenses decreased for the three and nine months ended September 30, 2024, due primarily to a decrease in expenses driven by the shutdown of the 3G Code Division Multiple Access (CDMA) network in the first quarter of 2024, partially offset by increases in outbound roaming usage and maintenance, utilities, and cell site expenses.
Cost of equipment sold
Cost of equipment sold decreased for the three months ended September 30, 2024, due primarily to a decline in smartphone devices sold due to lower upgrades.
Cost of equipment sold decreased for the nine months ended September 30, 2024, due primarily to a decline in smartphone devices sold due to lower upgrades and gross additions, partially offset by a higher average price of new smartphone sales.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased for the three and nine months ended September 30, 2024, due to decreases in various general and administrative expenses, sales related expenses and bad debts expense, partially offset by an increase related to the strategic alternatives review expenses of $4 million and $23 million, respectively.
Loss on impairment of licenses
Loss on impairment of licenses increased for the three and nine months ended September 30, 2024, due to the impairment of certain wireless spectrum licenses recorded during the third quarter of 2024. See Note 8 — Intangible Assets for a detailed discussion regarding this impairment.
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Towers Operations
As of September 30,202420232024 vs. 2023
Owned towers4,4074,3561 %
Number of colocations2,4182,406—
Tower tenancy rate1.55 1.55 —
Number of colocations
Number of colocations increased for the period ended September 30, 2024 when compared to the same period last year due to an increase in new tenant and equipment change executions partially offset by terminations.

Financial Overview — Towers
The following discussion and analysis compares financial results for the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023.
Three Months Ended
September 30,		Nine Months Ended
September 30,
202420232024 vs. 2023202420232024 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)1
$31 $30 3 %$95 $90 6 %
Adjusted EBITDA (Non-GAAP)1
$31 $30 3 %$95 $90 6 %
Capital expenditures$6 $5 33 %$15 $10 61 %
N/M - Percentage change not meaningful
1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.
Key components of changes in the statement of operations line items were as follows:
Intra-company revenues
Intra-company revenues increased for the three and nine months ended September 30, 2024, primarily as a result of an increase in the intra-company rate charged by Towers to Wireless and an increase in the number of owned towers.
Upon closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile, UScellular expects an increase in Third-party revenues that will be recognized under the Master License Agreement that will go into effect under the Securities Purchase Agreement. However, at such time Intra-company revenues would cease, resulting in significantly lower Total tower revenues in periods following the close.
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Total operating expenses
Total operating expenses increased for the three and nine months ended September 30, 2024 due primarily to increases in System operations expenses as a result of increases in cell site ground rent and maintenance expenses.
Upon closing of the transaction to dispose of the wireless operations and select spectrum assets to T-Mobile, UScellular expects expenses may be incurred to effect the separation including costs to decommission certain towers and record remaining ground lease obligations on such decommissioned towers. These factors and other uncertainties in how the ongoing tower operations will be supported in the long-term may significantly impact operating expenses recorded in periods following the close.
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Liquidity and Capital Resources
Sources of Liquidity
UScellular operates a capital-intensive business. In the past, UScellular’s existing cash and investment balances, funds available under its financing agreements, and cash flows from operating and certain investing and financing activities, including sales of assets or businesses, provided sufficient liquidity and financial flexibility for UScellular to meet its day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of markets and to fund wireless spectrum license acquisitions. There is no assurance that this will be the case in the future. UScellular has incurred negative free cash flow at times in past periods, and this could occur in future periods.
UScellular believes that existing cash and investment balances, funds available under its financing agreements, its ability to obtain future external financing, potential dispositions and expected cash flows from operating and investing activities will provide sufficient liquidity for UScellular to meet its day-to-day operating needs and debt service requirements. UScellular may require substantial additional funding for, among other uses, capital expenditures, agreements to purchase goods or services, leases, repurchases of shares, or making additional investments. It may be necessary from time to time to increase the size of its existing credit facilities, to amend existing or put in place new credit agreements, to obtain other forms of financing, issue equity securities, or to divest assets in order to fund potential expenditures. UScellular will continue to monitor the rapidly changing business and market conditions and is taking and intends to take appropriate actions, as necessary, to meet its liquidity needs. Due to its smaller scale, UScellular has higher costs per subscriber than its competitors and is balancing the timing of investments, such as its 5G deployment, with liquidity considerations.
Cash and Cash Equivalents
Cash and cash equivalents include cash and money market investments. The primary objective of UScellular's Cash and cash equivalents investment activities is to preserve principal.

Cash and Cash Equivalents
(Dollars in millions)
2053





The majority of UScellular’s Cash and cash equivalents are held in bank deposit accounts and in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.
In addition to Cash and cash equivalents, UScellular had available undrawn borrowing capacity from the following debt facilities at September 30, 2024. See the Financing section below for further details.
(Dollars in millions)
Revolving Credit Agreement$300 
Receivables Securitization Agreement448 
Total available undrawn borrowing capacity$748 
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Financing
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until September 2025. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025. During the nine months ended September 30, 2024, UScellular borrowed $40 million and repaid $188 million under the agreement. As of September 30, 2024, the outstanding borrowings under the agreement were $2 million and the unused borrowing capacity was $448 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement.
Term Loan Agreements
In October 2024, UScellular repaid $40 million under its term loan agreement due July 2026.
Debt Covenants
The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. UScellular is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. UScellular believes that it was in compliance as of September 30, 2024 with all such financial covenants.
Other Long-Term Financing
UScellular has an effective shelf registration statement on Form S-3 to issue senior or subordinated debt securities, preferred shares and depositary shares.
See Note 11 — Debt in the Notes to Consolidated Financial Statements for additional information related to the financing agreements.
Credit Ratings
Following the execution of the Securities Purchase Agreement in May 2024, Moody’s placed UScellular's issuer credit rating on a review for downgrade. There was no change to the Ba1 rating issued by Moody’s in October 2023. At the same time, Fitch Ratings placed UScellular’s issuer credit rating on rating watch negative. There was no change to the BB+ rating issued by Fitch Ratings in October 2023. There was no change to the Standard & Poor’s credit rating or outlook.
Capital Expenditures
Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the nine months ended September 30, 2024 and 2023, were as follows:

Capital Expenditures
(Dollars in millions)
5241




Capital expenditures for the full year 2024 are expected to be between $550 million and $600 million. These expenditures are expected to be used principally for the following purposes:
▪Continued deployment of 5G with a focus on network deployment that uses mid-band spectrum to provide additional speed and capacity to accommodate increased data usage by current customers; and
▪Invest in information technology to support existing and new services and products.
UScellular intends to finance its capital expenditures for 2024 using primarily Cash flows from operating activities, existing cash balances and, as required, additional debt financing from its existing agreements and/or other forms of available financing.
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Divestitures
See Note 7 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to divestitures.
Other Obligations
UScellular will require capital for future spending on existing contractual obligations, including long-term debt obligations; lease commitments; commitments for device purchases, network facilities and transport services; agreements for software licensing; long-term marketing programs; and other agreements to purchase goods or services.
Variable Interest Entities
UScellular consolidates certain “variable interest entities” as defined under GAAP. See Note 12 — Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information related to these variable interest entities. UScellular may elect to make additional capital contributions and/or advances to these variable interest entities in future periods to fund their operations.
Common Share Repurchase Program
During the nine months ended September 30, 2024, UScellular repurchased 474,074 Common Shares for $26 million at an average cost per share of $54.94. As of September 30, 2024, the total cumulative amount of UScellular Common Shares authorized to be repurchased is 1,452,867. For additional information related to the current repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.
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Consolidated Cash Flow Analysis
UScellular operates a capital-intensive business. UScellular makes substantial investments to acquire wireless spectrum licenses and to construct and upgrade wireless telecommunications networks and facilities with a goal of creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-saving upgrades to UScellular’s networks. Revenues from certain of these investments are long-term and in some cases are uncertain. To meet its cash-flow needs, UScellular may need to delay or reduce certain investments or sell assets. Refer to Liquidity and Capital Resources within this MD&A and Note 7 — Divestitures in the Notes to Consolidated Financial Statements for additional information. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, timing and other factors. The following discussion summarizes UScellular's cash flow activities for the nine months ended September 30, 2024 and 2023.
2024 Commentary
UScellular’s Cash, cash equivalents and restricted cash increased $109 million. Net cash provided by operating activities was $761 million due to net loss of $37 million adjusted for non-cash items of $600 million, distributions received from unconsolidated entities of $106 million, including $37 million in distributions from the LA Partnership, and changes in working capital items which increased net cash by $92 million. The working capital changes were primarily driven by reduced receivable and inventory balances and the timing of future tax payments, partially offset by payments of associate bonuses and agent rebates and commissions.
Cash flows used for investing activities were $415 million, due primarily to payments for property, plant and equipment of $399 million.
Cash flows used for financing activities were $237 million, due primarily to $188 million in repayments on the receivables securitization agreement, cash paid for software license agreements of $31 million and the repurchase of $26 million Common Shares, partially offset by a borrowing of $40 million on the receivables securitization agreement.
2023 Commentary
UScellular’s Cash, cash equivalents and restricted cash decreased $123 million. Net cash provided by operating activities was $719 million due to net income of $43 million adjusted for non-cash items of $514 million, distributions received from unconsolidated entities of $97 million, including $37 million in distributions from the LA Partnership, and changes in working capital items which increased net cash by $65 million. The working capital changes were primarily driven by reduced inventory and receivable balances, partially offset by timing of vendor payments and payment of associate bonuses.
Cash flows used for investing activities were $464 million, due primarily to payments for property, plant and equipment of $454 million.
Cash flows used for financing activities were $378 million, due primarily to repayments of $385 million on the receivables securitization agreement, a $60 million repayment on the EIP receivables repurchase agreement and cash paid for software license agreements of $28 million, partially offset by $115 million borrowed under the receivables securitization agreement.
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Consolidated Balance Sheet Analysis
The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Notable balance sheet changes during 2024 were as follows:
Inventory, net
Inventory, net decreased $38 million due primarily to the sell through of inventory on hand which was elevated at the end of 2023 to support holiday promotions and ensure adequate device supply.
Property, plant and equipment
The gross basis of Property, plant and equipment as well as the related Accumulated depreciation and amortization, decreased by $1,158 million and $1,086 million, respectively, due primarily to the decommissioning of fully depreciated assets no longer in service related to the CDMA network shutdown.
Accrued taxes
Accrued taxes increased $31 million due primarily to an increase in federal tax liability, as UScellular projects taxable income in 2024 to exceed its available federal net operating loss carryforward from previous years.
Other current liabilities
Other current liabilities decreased $30 million due primarily to decreases in agent rebate and commission liabilities as a result of lower sales volume and payments of Auction 107 relocation fees.

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Supplemental Information Relating to Non-GAAP Financial Measures
UScellular sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, UScellular has referred to the following measures in this report:
▪EBITDA
▪Adjusted EBITDA
▪Adjusted OIBDA
▪Free cash flow
▪Licenses impairment, net of tax

These measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures.
EBITDA, Adjusted EBITDA and Adjusted OIBDA
EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as Net income (loss) adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under GAAP and should not be considered as alternatives to Net income (loss) 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 below are non-recurring, infrequent or unusual; such items may occur in the future.
Adjusted EBITDA is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. See Note 13 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information.
Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to applicable GAAP income measures 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 below 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 following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) and/or Operating income (loss). 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.
18
Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular2024202320242023
(Dollars in millions)
Net income (loss) (GAAP)$(78)$23 $(37)$43 
Add back:
Income tax expense (benefit)(14)27 29 56 
Interest expense49 50 137 147 
Depreciation, amortization and accretion167 159 499 490 
EBITDA (Non-GAAP)124 259 628 736 
Add back or deduct:
Expenses related to strategic alternatives review7 3 28 3 
Loss on impairment of licenses136 — 136 — 
(Gain) loss on asset disposals, net4 1 14 14 
(Gain) loss on license sales and exchanges, net(2)— 4 — 
Adjusted EBITDA (Non-GAAP)269 263 810 753 
Deduct:
Equity in earnings of unconsolidated entities43 40 123 121 
Interest and dividend income4 3 9 8 
Adjusted OIBDA (Non-GAAP)222 220 678 624 
Deduct:
Depreciation, amortization and accretion167 159 499 490 
Expenses related to strategic alternatives review7 3 28 3 
Loss on impairment of licenses136 — 136 — 
(Gain) loss on asset disposals, net4 1 14 14 
(Gain) loss on license sales and exchanges, net(2)— 4 — 
Operating income (loss) (GAAP)$(90)$57 $(3)$117 
Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular Wireless2024202320242023
(Dollars in millions)  
EBITDA (Non-GAAP)$46 $186 $404 $517 
Add back or deduct:
Expenses related to strategic alternatives review7 3 26 3 
Loss on impairment of licenses136 — 136 — 
(Gain) loss on asset disposals, net4 1 13 14 
(Gain) loss on license sales and exchanges, net(2)— 4 — 
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)191 190 583 534 
Deduct:
Depreciation, amortization and accretion155 148 466 456 
Expenses related to strategic alternatives review7 3 26 3 
Loss on impairment of licenses136 — 136 — 
(Gain) loss on asset disposals, net4 1 13 14 
(Gain) loss on license sales and exchanges, net(2)— 4 — 
Operating income (loss) (GAAP)$(109)$38 $(62)$61 
19
Three Months Ended
September 30,		Nine Months Ended
September 30,
UScellular Towers2024202320242023
(Dollars in millions)  
EBITDA (Non-GAAP)$31 $30 $92 $90 
Add back or deduct:
Expenses related to strategic alternatives review— — 2 — 
(Gain) loss on asset disposals— — 1 — 
Adjusted EBITDA and Adjusted OIBDA (Non-GAAP)31 30 95 90 
Deduct:
Depreciation, amortization and accretion12 11 33 34 
Expenses related to strategic alternatives review— — 2 — 
(Gain) loss on asset disposals, net— — 1 — 
Operating income (GAAP)$19 $19 $59 $56 
Free Cash Flow
The following table presents Free cash flow, which is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. Free 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. 
Nine Months Ended
September 30,
20242023
(Dollars in millions)
Cash flows from operating activities (GAAP)$761 $719 
Cash paid for additions to property, plant and equipment(399)(454)
Cash paid for software license agreements(31)(28)
Free cash flow (Non-GAAP)$331 $237 
Licenses impairment, net of tax
The following non-GAAP financial measure isolates the total effects on net income of the current period Loss on impairment of licenses at UScellular, including tax impacts. UScellular believes this measure may be useful to investors and other users of its financial information to assist in comparing the current period financial results with periods that were not impacted by such a charge.
Three Months Ended
September 30,		Nine Months Ended
September 30,
 2024202320242023
(Dollars in millions)  
Net income (loss) attributable to UScellular shareholders (GAAP)$(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 
20
Application of Critical Accounting Policies and Estimates
UScellular prepares its consolidated financial statements in accordance with GAAP. UScellular’s significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies, Note 2 — Revenue Recognition and Note 10 — Leases in the Notes to Consolidated Financial Statements included in UScellular's Form 10-K for the year ended December 31, 2023. UScellular’s application of critical accounting policies and estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in UScellular’s Form 10-K for the year ended December 31, 2023 and updated below based on developments since the UScellular Form 10-K was filed.
Wireless Spectrum License Impairment
Wireless spectrum licenses represent a significant component of UScellular’s consolidated assets. Wireless spectrum licenses are considered to be indefinite-lived assets, and therefore, are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause UScellular to believe that their carrying values exceed their fair values. Wireless spectrum licenses are tested for impairment at the level of reporting referred to as a unit of accounting.
As a result of executing the Securities Purchase Agreement with T-Mobile during the second quarter of 2024, UScellular bifurcated its historical single unit of accounting into two units of accounting – wireless spectrum licenses to be sold under the Securities Purchase Agreement and wireless spectrum licenses to be retained. During the third quarter of 2024, UScellular’s efforts to monetize its spectrum assets not subject to the Securities Purchase Agreement provided new evidence that the highest and best use of the retained spectrum to current buyers would be in separate tranches. As a result, UScellular further divided its wireless spectrum licenses units of accounting from one retained unit into eleven units, resulting in twelve total units of accounting. UScellular concluded that there were events and circumstances in the third quarter of 2024 that caused UScellular to believe the carrying values of five of the units of accounting may exceed their respective fair values (i.e. triggering event), and accordingly a quantitative impairment assessment was performed for those units. There was no triggering event for the other units of accounting.
A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the five units tested, using a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions. The midpoint of the range was established as the estimate of fair value for each unit of accounting. Based on this valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9% to 80% for three of the units of accounting. For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $136 million impairment was recorded to Loss on impairment of licenses in the Consolidated Statement of Operations within UScellular’s Wireless segment during the third quarter of 2024. 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, the carrying value of which was $161 million as of September 30, 2024 after the impairment loss. The impairment loss is driven by the change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.
21
Private Securities Litigation Reform Act of 1995
Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that UScellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in UScellular’s Form 10-K for the year ended December 31, 2023 and in this Form 10-Q. Each of the following risks could have a material adverse effect on UScellular’s business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. UScellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in UScellular’s Form 10-K for the year ended December 31, 2023, the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to UScellular’s business, financial condition or results of operations.
Announced Transactions and Strategic Alternatives Review Risk Factors
▪TDS and UScellular entered into a Securities Purchase Agreement dated as of May 24, 2024 with T-Mobile and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile. In addition, UScellular, and certain subsidiaries of UScellular, entered into the Verizon Purchase Agreement on October 17, 2024 to sell certain wireless spectrum licenses. There is no guarantee that the transactions contemplated by the Securities Purchase Agreement or the Verizon Purchase Agreement will be able to be consummated or that UScellular will be able to find buyers at mutually agreeable prices for its spectrum assets not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.
Operational Risk Factors
▪Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect UScellular’s revenues or increase its costs to compete.
▪UScellular’s smaller scale relative to larger competitors that may have greater financial and other resources than UScellular has caused and could continue to cause UScellular to be unable to compete successfully, which has adversely affected and could continue to adversely affect its business, financial condition or results of operations.
▪Changes in roaming practices or other factors could cause UScellular's roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact UScellular's ability to service its customers in geographic areas where UScellular does not have its own network, which could have an adverse effect on UScellular's business, financial condition or results of operations.
▪An inability to attract diverse people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on UScellular's business, financial condition or results of operations.
▪Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪A failure by UScellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪Advances or changes in technology could render certain technologies used by UScellular obsolete, could put UScellular at a competitive disadvantage, could reduce UScellular’s revenues or could increase its costs of doing business.
▪Complexities associated with deploying new technologies present substantial risk and UScellular investments in unproven technologies may not produce the benefits that UScellular expects.
▪Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of UScellular’s business could have an adverse effect on UScellular’s business, financial condition or results of operations.
22
▪A failure by UScellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.
▪Difficulties involving third parties with which UScellular does business, including changes in UScellular's relationships with or financial or operational difficulties, including supply chain disruptions, of key suppliers or independent agents and third-party national retailers who market UScellular’s services, could adversely affect UScellular's business, financial condition or results of operations.
▪A failure by UScellular to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on UScellular’s business, financial condition or results of operations.
Financial Risk Factors
▪Uncertainty in UScellular’s or TDS' future cash flow and liquidity or the inability to access capital, deterioration in the capital markets, changes in interest rates, other changes in UScellular’s or TDS' performance or market conditions, changes in UScellular’s or TDS' credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to UScellular, which has required and could in the future require UScellular to reduce or delay its construction, development or acquisition programs, reduce the amount of wireless spectrum licenses acquired, divest assets or businesses, and/or reduce or cease share repurchases.
▪UScellular has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.
▪UScellular’s assets and revenue are concentrated in the U.S. wireless telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.
▪UScellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on UScellular’s financial condition or results of operations.
Regulatory, Legal and Governance Risk Factors
▪Failure by UScellular to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect UScellular’s business, financial condition or results of operations.
▪UScellular receives significant regulatory support, and is also subject to numerous surcharges and fees from federal, state and local governments – the applicability and the amount of the support and fees are subject to uncertainty, including the ability to pass through certain fees to customers, and this uncertainty could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪The possible development of adverse precedent in litigation or conclusions in professional or environmental studies to the effect that potentially harmful emissions from devices or network equipment, including but not limited to radio frequencies emitted by wireless signals, may cause harmful health or environmental consequences, including cancer, tumors or otherwise harmful impacts, or may interfere with various electronic medical devices or frequencies used by other industries, could have an adverse effect on UScellular's business, financial condition or results of operations.
▪Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent UScellular from using necessary technology to provide products or services or subject UScellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on UScellular’s business, financial condition or results of operations.
▪There are potential conflicts of interests between TDS and UScellular.
▪Certain matters, such as control by TDS and provisions in the UScellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of UScellular or have other consequences.
General Risk Factors
▪UScellular has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on UScellular's business, financial condition or results of operations.
▪Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede UScellular’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on UScellular’s business, financial condition or results of operations.
23
▪The impact of public health emergencies on UScellular's business is uncertain, but depending on duration and severity could have a material adverse effect on UScellular's business, financial condition or results of operations.
24
Risk Factors
In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in UScellular’s Form 10-K for the year ended December 31, 2023, which could materially affect UScellular’s business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2023, may not be the only risks that could affect UScellular. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect UScellular’s business, financial condition and/or operating results. Subject to the foregoing and other than the risk factors set forth below, UScellular has not identified for disclosure any material changes to the risk factors as previously disclosed in UScellular's Annual Report on Form 10-K for the year ended December 31, 2023.
TDS and UScellular entered into a Securities Purchase Agreement dated as of May 24, 2024 with T-Mobile and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile. In addition, UScellular, and certain subsidiaries of UScellular, entered into the Verizon Purchase Agreement on October 17, 2024 to sell certain wireless spectrum licenses. There is no guarantee that the transactions contemplated by the Securities Purchase Agreement or the Verizon Purchase Agreement will be able to be consummated or that UScellular will be able to find buyers at mutually agreeable prices for its spectrum assets not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.
On August 4, 2023, 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. As part of this review, on May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of the Securities Purchase Agreement pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile. The Securities Purchase Agreement also contemplates, among other things, a Short-Term Spectrum Manager Lease Agreement that will become effective at the closing date, which provides T-Mobile with an exclusive license to use certain UScellular spectrum assets at no cost for up to one-year for the purpose of providing continued, uninterrupted service to customers.
On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into the Verizon Purchase Agreement to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close.
The transactions resulting from the strategic alternatives review are subject to regulatory approval, which UScellular may not be able to obtain on the terms or timeline currently contemplated, or at all. Similarly, UScellular may not be able to satisfy the other closing conditions applicable to each of the transactions, which in the case of the Verizon transaction include the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement. In addition, UScellular may be unable to find buyers at mutually agreeable prices for its spectrum assets not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.
The uncertainty regarding the transactions and continued strategic alternatives review process could result in: a diversion of management's attention from UScellular's existing business; a failure to achieve financial and operating objectives; adverse effects on UScellular's financial condition or results of operations; a failure to retain key personnel, customers, business partners or contracts; and volatility in UScellular's stock price.
In addition, the strategic alternatives review process has already resulted in the incurrence of significant expense - this is expected to continue. The execution of the Securities Purchase Agreement impacted UScellular's units of accounting and asset groups for purposes of assessing wireless spectrum licenses and property, plant and equipment for impairment, but did not require an impairment assessment to be performed during the second quarter of 2024. During the third quarter of 2024, there were events and circumstances that impacted the units of accounting for purposes of assessing wireless spectrum licenses for impairment. UScellular performed a quantitative impairment assessment on certain units of accounting and recorded an impairment in the third quarter of 2024. There may be future events that could require an impairment assessment to be performed which may result in additional impairments. There can be no assurance that such comprehensive process, which is ongoing, will result in the transactions or any strategic alternative of any kind being successfully completed or that the process or any outcomes of the process will not have an adverse impact on UScellular's business or financial statements.
25
UScellular receives significant regulatory support, and is also subject to numerous surcharges and fees from federal, state and local governments – the applicability and the amount of the support and fees are subject to uncertainty, including the ability to pass through certain fees to customers, and this uncertainty could have an adverse effect on UScellular’s business, financial condition or results of operations.
Telecommunications companies may be designated by states, or in some cases by the FCC, as an Eligible Telecommunications Carrier (ETC) to receive universal service support payments if they provide specified services in “high-cost” areas. UScellular has been designated as an ETC in certain states and received $92 million in high-cost support for service to high-cost areas in 2023. While there is uncertainty, UScellular expects regulatory support payments to decline in future periods, and there is no assurance that UScellular will qualify for future regulatory support programs. If regulatory support is discontinued or reduced from current levels, or if receipt of future regulatory support is contingent upon making certain network-related expenditures, this could have an adverse effect on UScellular’s business, financial condition or operating results and cash flows. Adding to this uncertainty are a series of court cases challenging the constitutionality of the universal service fund program that establishes and administers these regulatory support payments. On July 24, 2024, differing from earlier decisions at the Sixth and Eleventh Circuits, the U.S. Court of Appeals for the Fifth Circuit sitting in en banc review ruled that the universal service fund program is unconstitutional as currently administered, and remanded the case to the FCC. The FCC has filed a petition for certiorari with the Supreme Court. In addition, a working group within Congress is considering legislative reform of the universal service funding program, but has not yet released legislative text. This ruling may have significant adverse effects on the funding that UScellular receives from programs like USF high-cost support. Additionally, the ruling may have significant adverse effects on federal government supported programs that many of UScellular’s customers benefit from.
Telecommunications providers pay a variety of surcharges and fees on their gross revenues from interstate and intrastate services, including USF fees and common carrier regulatory fees. The division of services between interstate services and intrastate services, including the divisions associated with Federal USF fees, is a matter of interpretation and in the future may be contested by the FCC or state authorities. The FCC in the future also may change the basis on which Federal USF fees are charged. The Federal government and many states also apply transaction-based taxes to sales of telecommunications services and products and to purchases of telecommunications services from various carriers. In addition, state regulators and local governments have imposed and may continue to impose various surcharges, taxes and fees on telecommunications services. The applicability of these surcharges and fees to UScellular’s services is uncertain in many cases and periodically, state and federal regulators may increase or change the surcharges and fees UScellular currently pays. In some instances, UScellular passes through these charges to its customers. However, Congress, the FCC, state regulatory agencies or state legislatures may limit the ability to pass through transaction-based tax liabilities, regulatory surcharges and regulatory fees imposed on UScellular to customers. UScellular may or may not be able to recover some or all of those taxes from its customers and the amount of taxes may deter demand for its services or increase its cost to provide service.
26
Quantitative and Qualitative Disclosures about Market Risk
Market Risk
As of September 30, 2024, approximately 70% of UScellular's long-term debt was in fixed-rate senior notes and approximately 30% in variable-rate debt. Fluctuations in market interest rates can lead to volatility in the fair value of fixed-rate notes and interest expense on variable-rate debt.
The following table presents the scheduled principal payments on long-term debt, lease obligations, and the related weighted average interest rates by maturity dates at September 30, 2024.
Principal Payments Due by Period
Long-Term Debt Obligations1
Weighted-Avg. Interest Rates on Long-Term Debt Obligations2
(Dollars in millions)
Remainder of 2024$5 6.6 %
202520 6.6 %
2026268 6.5 %
2027158 6.5 %
2028286 7.0 %
Thereafter2,228 6.1 %
Total$2,965 6.3 %
1The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to unamortized debt issuance costs on all non-revolving debt instruments, unamortized discounts related to the 6.7% Senior Notes, and outstanding borrowings under the receivables securitization agreement, which principal repayments are not scheduled but are instead based on actual receivable collections.
2Represents the weighted average stated interest rates at September 30, 2024, for debt maturing in the respective periods.
See Note 3 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of UScellular’s Long-term debt as of September 30, 2024.
27
Financial Statements
United States Cellular Corporation
Consolidated Statement of Operations
(Unaudited)
 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service$747 $762 $2,245 $2,289 
Equipment sales175 201 554 617 
Total operating revenues922 963 2,799 2,906 
Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)180 185 542 557 
Cost of equipment sold203 228 630 708 
Selling, general and administrative324 333 977 1,020 
Depreciation, amortization and accretion167 159 499 490 
Loss on impairment of licenses136 — 136 — 
(Gain) loss on asset disposals, net4 1 14 14 
(Gain) loss on license sales and exchanges, net(2)— 4 — 
Total operating expenses1,012 906 2,802 2,789 
Operating income (loss)(90)57 (3)117 
Investment and other income (expense)
Equity in earnings of unconsolidated entities43 40 123 121 
Interest and dividend income4 3 9 8 
Interest expense(49)(50)(137)(147)
Total investment and other expense(2)(7)(5)(18)
Income (loss) before income taxes(92)50 (8)99 
Income tax expense (benefit)(14)27 29 56 
Net income (loss)(78)23 (37)43 
Less: Net income attributable to noncontrolling interests, net of tax1 — 7 3 
Net income (loss) attributable to UScellular shareholders$(79)$23 $(44)$40 
Basic weighted average shares outstanding86 85 86 85 
Basic earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 


Diluted weighted average shares outstanding86 86 86 86 
Diluted earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
The accompanying notes are an integral part of these consolidated financial statements.
28
United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
20242023
(Dollars in millions)
Cash flows from operating activities
Net income (loss)$(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 

The accompanying notes are an integral part of these consolidated financial statements.
29
United States Cellular Corporation
Consolidated Balance Sheet — Assets
(Unaudited)
September 30, 2024December 31, 2023
(Dollars in millions)
Current assets
Cash and cash equivalents$272 $150 
Accounts receivable
Customers and agents, less allowances of $59 and $66, respectively
871 900 
Affiliated1 3 
Other, less allowances of $2 and $4, respectively
46 54 
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
In service and under construction8,402 9,560 
Less: Accumulated depreciation and amortization5,898 6,984 
Property, plant and equipment, net2,504 2,576 
Operating lease right-of-use assets912 915 
Other assets and deferred charges619 690 
Total assets1
$10,516 $10,750 
The accompanying notes are an integral part of these consolidated financial statements.
30
United States Cellular Corporation
Consolidated Balance Sheet — Liabilities and Equity
(Unaudited)
September 30, 2024December 31, 2023
(Dollars and shares in millions, except per share amounts)
Current liabilities
Current portion of long-term debt$20 $20 
Accounts payable
Affiliated6 7 
Trade266 241 
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 
Commitments and contingencies
Noncontrolling interests with redemption features16 12 
Equity
UScellular shareholders’ equity
Series A Common and Common Shares
Authorized 190 shares (50 Series A Common and 140 Common Shares)
Issued 88 shares (33 Series A Common and 55 Common Shares)
Outstanding 86 shares (33 Series A Common and 53 Common Shares) and 85 shares (33 Series A Common and 52 Common Shares), respectively
Par Value ($1.00 per share) ($33 Series A Common and $55 Common Shares)
88 88 
Additional paid-in capital1,764 1,726 
Treasury shares, at cost, 3 Common 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 equity1
$10,516 $10,750 

The accompanying notes are an integral part of these consolidated financial statements.

1     The consolidated total assets as of September 30, 2024 and December 31, 2023, include assets held by consolidated variable interest entities (VIEs) of $1,047 million and $1,217 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2024 and December 31, 2023, include certain liabilities of consolidated VIEs of $24 million and $26 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 12 — Variable Interest Entities for additional information.
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United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
UScellular
shareholders'
equity
Noncontrolling
interests
Total equity
(Dollars in millions)
June 30, 2024$88 $1,752 $(58)$2,893 $4,675 $15 $4,690 
Net income (loss) attributable to UScellular shareholders— — — (79)(79)— (79)
Net income attributable to noncontrolling interests classified as equity
— — — — — 1 1 
Repurchase of Common Shares— — (26)— (26)— (26)
Incentive and compensation plans— 12 1 (1)12 — 12 
September 30, 2024$88 $1,764 $(83)$2,813 $4,582 $16 $4,598 
The accompanying notes are an integral part of these consolidated financial statements.
32
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
UScellular
shareholders'
equity
Noncontrolling
interests
Total equity
(Dollars in millions)
June 30, 2023$88 $1,710 $(80)$2,855 $4,573 $16 $4,589 
Net income (loss) attributable to UScellular shareholders— — — 23 23 — 23 
Net income attributable to noncontrolling interests classified as equity
— — — — — 1 1 
Incentive and compensation plans— 7 — — 7 — 7 
Distributions to noncontrolling interests— — — — — (1)(1)
September 30, 2023$88 $1,717 $(80)$2,878 $4,603 $16 $4,619 

The accompanying notes are an integral part of these consolidated financial statements.

33
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares		Additional
paid-in
capital		Treasury
shares		Retained
earnings		Total
UScellular
shareholders'
equity		Noncontrolling
interests		Total equity
(Dollars in millions)
December 31, 2023$88 $1,726 $(80)$2,892 $4,626 $16 $4,642 
Net income (loss) attributable to UScellular shareholders— — — (44)(44)— (44)
Net income attributable to noncontrolling interests classified as equity— — — — — 3 3 
Repurchase of Common Shares— — (26)— (26)— (26)
Incentive and compensation plans— 38 23 (35)26 — 26 
Distributions to noncontrolling interests— — — — — (3)(3)
September 30, 2024$88 $1,764 $(83)$2,813 $4,582 $16 $4,598 
The accompanying notes are an integral part of these consolidated financial statements.

34
United States Cellular Corporation
Consolidated Statement of Changes in Equity
(Unaudited)
UScellular Shareholders
Series A
Common and
Common
shares		Additional
paid-in
capital		Treasury
shares		Retained
earnings		Total
UScellular
shareholders'
equity		Noncontrolling
interests		Total equity
(Dollars in millions)
December 31, 2022$88 $1,703 $(98)$2,861 $4,554 $16 $4,570 
Net income (loss) attributable to UScellular shareholders— — — 40 40 — 40 
Net income attributable to noncontrolling interests classified as equity— — — — — 2 2 
Incentive and compensation plans— 14 18 (23)9 — 9 
Distributions to noncontrolling interests— — — — — (2)(2)
September 30, 2023$88 $1,717 $(80)$2,878 $4,603 $16 $4,619 
The accompanying notes are an integral part of these consolidated financial statements.
35
United States Cellular Corporation
Notes to Consolidated Financial Statements

Note 1 Basis of Presentation
United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2023.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2024 and December 31, 2023, its results of operations and changes in equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2024 and 2023, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2023.
Change in Reportable Segments
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. Prior periods have been updated to conform to the new reportable segments. See Note 13 — Business Segment Information for additional information about UScellular's segments.
Software License Agreements
Certain software licenses are recorded as acquisitions of property, plant and equipment and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition, and are treated as non-cash activity in the Consolidated Statement of Cash Flows. Such acquisitions of software licenses that are not reflected as Cash paid for additions to property, plant and equipment were $8 million and $18 million for the nine months ended September 30, 2024 and 2023, respectively.
Restricted Cash
UScellular presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 11 — Debt for additional information related to the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
September 30, 2024December 31, 2023
(Dollars in millions)
Cash and cash equivalents$272 $150 
Restricted cash included in Other current assets16 29 
Cash, cash equivalents and restricted cash in the statement of cash flows$288 $179 
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Note 2 Revenue Recognition
Disaggregation of Revenue
In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time. 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars in millions)
Revenues from contracts with customers:
Retail service$669 $687 $2,014 $2,065 
Other service52 50 154 149 
Service revenues from contracts with customers721 737 2,168 2,214 
Equipment sales175 201 554 617 
Total revenues from contracts with customers1
896 938 2,722 2,831 
Operating lease income1
26 25 77 75 
Total operating revenues$922 $963 $2,799 $2,906 
1Total revenues from contracts with customers represents revenues related to the Wireless segment and Operating lease income represents revenues related to the Towers segment.
Contract Balances
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
 September 30, 2024December 31, 2023
(Dollars in millions) 
Contract assets$4 $4 
Contract liabilities$311 $331 

Revenue recognized related to contract liabilities existing at January 1, 2024 was $178 million for the nine months ended September 30, 2024.

Transaction price allocated to the remaining performance obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of September 30, 2024 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. 
Service Revenues
(Dollars in millions)
Remainder of 2024$124 
2025156 
Thereafter91 
Total
$371 
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Contract Cost Assets
UScellular expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore UScellular defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. The contract cost asset balance related to commission fees and other costs was $128 million and $127 million at September 30, 2024 and December 31, 2023, respectively, and was recorded in Other assets and deferred charges in the Consolidated Balance Sheet. Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Amortization of contract cost assets was $21 million and $64 million for the three and nine months ended September 30, 2024, respectively, and $23 million and $70 million for the three and nine months ended September 30, 2023, respectively, and was included in Selling, general and administrative expenses.
Note 3 Fair Value Measurements
As of September 30, 2024 and December 31, 2023, UScellular did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
As of September 30, 2024, UScellular recorded a net written call option at fair value, which was considered Level 3 within the fair value hierarchy. See Note 7 — Divestitures for additional information.
UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy
September 30, 2024December 31, 2023
Book Value
Fair Value
Book Value
Fair Value
(Dollars in millions)
Long-term debt2$2,937 $2,868 $3,099 $2,611 
Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses.
The fair values of Cash and cash equivalents, restricted cash and short-term debt approximate their book values due to the short-term nature of these financial instruments.
Note 4 Equipment Installment Plans
UScellular sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.
The following table summarizes equipment installment plan receivables.
September 30, 2024December 31, 2023
(Dollars in millions)
Equipment installment plan receivables, gross$1,075 $1,151 
Allowance for credit losses(80)(90)
Equipment installment plan receivables, net$995 $1,061 
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)$578 $577 
Other assets and deferred charges (Non-current portion)417 484 
Equipment installment plan receivables, net$995 $1,061 
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UScellular uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
September 30, 2024December 31, 2023
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
(Dollars in millions)
Unbilled$934 $68 $13 $5 $1,020 $977 $88 $16 $4 $1,085 
Billed — current34 3 1 — 38 35 5 2 1 43 
Billed — past due10 4 2 1 17 12 7 3 1 23 
Total$978 $75 $16 $6 $1,075 $1,024 $100 $21 $6 $1,151 
The balance of the equipment installment plan receivables as of September 30, 2024 on a gross basis by year of origination were as follows:
2021202220232024
Total
(Dollars in millions)
Lowest Risk$1 $189 $395 $393 $978 
Lower Risk— 8 26 41 75 
Slight Risk— 1 4 11 16 
Higher Risk— — 2 4 6 
Total$1 $198 $427 $449 $1,075 
The write-offs, net of recoveries for the nine months ended September 30, 2024 on a gross basis by year of origination were as follows:
2021202220232024
Total
(Dollars in millions)
Write-offs, net of recoveries$(1)$15 $34 $6 $54 
Activity for the nine months ended September 30, 2024 and 2023, in the allowance for credit losses for equipment installment plan receivables was as follows:
September 30, 2024September 30, 2023
(Dollars in millions)
Allowance for credit losses, beginning of period$90 $96 
Bad debts expense44 47 
Write-offs, net of recoveries(54)(58)
Allowance for credit losses, end of period$80 $85 
Note 5 Income Taxes
The effective tax rate on Income (loss) before income taxes for the three and nine months ended September 30, 2024 was 14.4% and (340.3)%, respectively. These effective tax rates reflect the impacts of recurring tax adjustments including nondeductible interest and compensation expenses as well as the discrete impact of the impairment of certain wireless spectrum licenses.
The effective tax rate on Income before income taxes for the three and nine months ended September 30, 2023 was 53.1% and 56.4%, respectively. These effective tax rates were higher than normal due primarily to the relatively low amount of Income before income taxes which increased the effective tax rate impact of recurring tax adjustments including nondeductible interest and compensation expenses, as well as discrete increases in state valuation allowances which reduced the net value of deferred tax assets.
39
Note 6 Earnings Per Share
Basic earnings per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings (loss) per share attributable to UScellular shareholders were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to UScellular shareholders$(79)$23 $(44)$40 
Weighted average number of shares used in basic earnings (loss) per share86 85 86 85 
Effects of dilutive securities— 1 — 1 
Weighted average number of shares used in diluted earnings (loss) per share86 86 86 86 
Basic earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
Diluted earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to UScellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was 3 million and 2 million for the three and nine months ended September 30, 2024, respectively, and less than 1 million for both the three and nine months ended September 30, 2023.
Note 7 Divestitures
On August 4, 2023, 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. On May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, UScellular, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustment as specified in the Securities Purchase Agreement, of $4,400 million, which is payable in a combination of cash and the assumption of up to approximately $2,000 million in debt. The Securities Purchase Agreement also contemplates, among other things, a Short-Term Spectrum Manager Lease Agreement that will become effective at the closing date, which provides T-Mobile with an exclusive license to use certain UScellular spectrum assets at no cost for up to one-year for the purpose of providing continued, uninterrupted service to customers. UScellular expects to present the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations if and when the accounting criteria is met. The transactions are expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.
On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. As of September 30, 2024, the book value of the wireless spectrum licenses to be sold was $586 million. The transaction is subject to regulatory approval and other customary closing conditions, and is contingent on the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

The strategic alternatives review process is ongoing as UScellular seeks to opportunistically monetize its spectrum assets that are not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.

UScellular incurred third-party expenses related to the announced transactions and strategic alternatives review of $7 million and $28 million for the three and nine months ended September 30, 2024, respectively, and $3 million for both the three and nine months ended September 30, 2023, which are included in Selling, general and administrative expenses.
40
UScellular also assessed whether the execution of the Securities Purchase Agreement constituted a significant change in the way it expects to operate its long-lived assets. Specifically, given the Securities Purchase Agreement, and UScellular's plan to divest of its wireless operations, UScellular expects to generate cash flows from the wireless operations separately from the retained business. Therefore, in the second quarter of 2024, UScellular bifurcated the historical single asset group into two asset groups – wireless and towers. At that time, UScellular also assessed whether an impairment test of its long-lived assets was required and determined that there was no triggering event present due to the factors just described that required a recoverability test to be performed. In the third quarter of 2024, UScellular re-assessed whether an impairment test of its long-lived assets was required considering the wireless spectrum license impairment and determined that there was no triggering event that required a recoverability test to be performed.
As part of the transaction, UScellular entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and UScellular has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106 million. The call option notice period started on May 24, 2024, and the put exercise period starts at the close of the broader transaction. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. UScellular accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated. UScellular estimated the fair value of the net written call option at $6 million as of September 30, 2024, which was recorded to Other deferred liabilities and credits in the Consolidated Balance Sheet. The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.
Note 8 Intangible Assets
Wireless Spectrum License Impairment
Wireless spectrum licenses represent a significant component of UScellular’s consolidated assets. Wireless spectrum licenses are considered to be indefinite-lived assets, and therefore, are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause UScellular to believe that their carrying values exceed their fair values. Wireless spectrum licenses are tested for impairment at the level of reporting referred to as a unit of accounting.
As a result of executing the Securities Purchase Agreement with T-Mobile during the second quarter of 2024, UScellular bifurcated its historical single unit of accounting into two units of accounting – wireless spectrum licenses to be sold under the Securities Purchase Agreement and wireless spectrum licenses to be retained. During the third quarter of 2024, UScellular’s efforts to monetize its spectrum assets not subject to the Securities Purchase Agreement provided new evidence that the highest and best use of the retained spectrum to current buyers would be in separate tranches. As a result, UScellular further divided its wireless spectrum licenses units of accounting from one retained unit into eleven units, resulting in twelve total units of accounting. UScellular concluded that there were events and circumstances in the third quarter of 2024 that caused UScellular to believe the carrying values of five of the units of accounting may exceed their respective fair values (i.e. triggering event), and accordingly a quantitative impairment assessment was performed for those units. There was no triggering event for the other units of accounting.
A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the five units tested, using a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions. The midpoint of the range was established as the estimate of fair value for each unit of accounting. Based on this valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9% to 80% for three of the units of accounting. For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $136 million impairment was recorded to Loss on impairment of licenses in the Consolidated Statement of Operations within UScellular’s Wireless segment during the third quarter of 2024. 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, the carrying value of which was $161 million as of September 30, 2024, after the impairment loss. The impairment loss is driven by the change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.
41
Note 9 Investments in Unconsolidated Entities
Investments in unconsolidated entities consist of amounts invested in entities in which UScellular holds a noncontrolling interest. UScellular’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
September 30, 2024December 31, 2023
(Dollars in millions)
Equity method investments$464 $448 
Measurement alternative method investments5 4 
Investments recorded using the net asset value practical expedient9 9 
Total investments in unconsolidated entities$478 $461 
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars in millions)
Revenues$1,878 $1,805 $5,541 $5,369 
Operating expenses1,465 1,420 4,293 4,138 
Operating income413 385 1,248 1,231 
Other income (expense), net1 (13)— (19)
Net income$414 $372 $1,248 $1,212 
Note 10 Asset Retirement Obligations
Asset retirement obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.
During the three months ended September 30, 2024, UScellular performed a review of the assumptions and estimated future costs related to asset retirement obligations. The results of the review and other changes in asset retirement obligations during the nine months ended September 30, 2024 were as follows:
Asset Retirement Obligations
(Dollars in millions)
Balance at December 31, 2023$367 
Additional liabilities accrued4 
Revisions in estimated cash outflows9 
Disposition of assets(2)
Accretion expense15 
Balance at September 30, 2024$393 
42
Note 11 Debt
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until September 2025. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to Secured Overnight Financing Rate (SOFR)) plus 1.15%. During the nine months ended September 30, 2024, UScellular borrowed $40 million and repaid $188 million under its receivables securitization agreement. As of September 30, 2024, the outstanding borrowings under the agreement were $2 million and the unused borrowing capacity was $448 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of September 30, 2024, the USCC Master Note Trust held $132 million of assets available to be pledged as collateral for the receivables securitization agreement.
Term Loan Agreements
In October 2024, UScellular repaid $40 million under its term loan agreement due July 2026.
Debt Covenants
The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. UScellular is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. UScellular believes that it was in compliance as of September 30, 2024 with all such financial covenants.
Note 12 Variable Interest Entities
Consolidated VIEs
UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2023.
UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, UScellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of UScellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that UScellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, UScellular is deemed to have a controlling financial interest in the SPEs, and therefore consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables. 
The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:
▪Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and
▪King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.
These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect UScellular subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, UScellular has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that UScellular is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated into the UScellular financial statements.
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UScellular also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, UScellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the UScellular financial statements under the variable interest model.
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.
September 30, 2024December 31, 2023
(Dollars in millions)
Assets
Cash and cash equivalents$49 $24 
Accounts receivable627 633 
Inventory, net4 4 
Other current assets17 30 
Licenses641 641 
Property, plant and equipment, net132 143 
Operating lease right-of-use assets49 48 
Other assets and deferred charges429 494 
Total assets$1,948 $2,017 
Liabilities
Current liabilities$36 $37 
Long-term operating lease liabilities43 42 
Other deferred liabilities and credits28 29 
Total liabilities1
$107 $108 
1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 11 – Debt for additional information.
Unconsolidated VIEs
UScellular manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities, and therefore does not consolidate them into the UScellular financial statements under the variable interest model.
UScellular’s total investment in these unconsolidated entities was $5 million and $6 million at September 30, 2024 and December 31, 2023, respectively, and is included in Investments in unconsolidated entities in UScellular’s Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by UScellular in those entities. 
Other Related Matters
UScellular made contributions, loans or advances to its VIEs totaling $295 million and $276 million during the nine months ended September 30, 2024 and 2023, respectively, of which $253 million in 2024 and $244 million in 2023, are related to USCC EIP LLC as discussed above. UScellular may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for their operations or the development of wireless spectrum licenses granted in various auctions. UScellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that UScellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.
The limited partnership agreement of Advantage Spectrum also provided the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of UScellular, to purchase its interest in the limited partnership. The put option was not exercised during the exercise period.
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Note 13 Business Segment Information
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. The Towers segment records rental revenue and the Wireless segment records a related expense when the Wireless segment uses company-owned towers to locate its network equipment, using estimated market pricing - this revenue and expense is eliminated in consolidation. Prior periods have been updated to conform to the new reportable segments.
Financial data for UScellular’s reportable segments for the three and nine month periods ended, or as of September 30, 2024 and 2023, is as follows. See Note 1 — Basis of Presentation for additional information.
Three Months Ended or as of September 30, 2024WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$721 $59 $(33)$747 
Equipment and product sales175 — — 175 
Total operating revenues896 59 (33)922 
System operations (excluding Depreciation, amortization and accretion reported below)193 20 (33)180 
Cost of equipment and products203 — — 203 
Selling, general and administrative316 8 — 324 
Depreciation, amortization and accretion155 12 — 167 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net4 — — 4 
(Gain) loss on license sales and exchanges, net(2)— — (2)
Operating income (loss)(109)19 — (90)
Equity in earnings of unconsolidated entities1
43 
Interest and dividend income1
4 
Interest expense1
(49)
Income (loss) before income taxes(92)
Income tax expense (benefit)1
(14)
Net income (loss)(78)
Add back:
Depreciation, amortization and accretion155 12 — 167 
Expenses related to strategic alternatives review7 — — 7 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net4 — — 4 
(Gain) loss on license sales and exchanges, net(2)— — (2)
Interest expense1
49 
Income tax expense (benefit)1
(14)
Adjusted EBITDA2
$191 $31 $— $269 
Investments in unconsolidated entities1
$478 
Total assets3
$10,516 
Capital expenditures$114 $6 $— $120 
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Three Months Ended or as of September 30, 2023WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$737 $57 $(32)$762 
Equipment and product sales201 — — 201 
Total operating revenues938 57 (32)963 
System operations (excluding Depreciation, amortization and accretion reported below)199 18 (32)185 
Cost of equipment and products228 — — 228 
Selling, general and administrative324 9 — 333 
Depreciation, amortization and accretion148 11 — 159 
(Gain) loss on asset disposals, net1 — — 1 
Operating income38 19 — 57 
Equity in earnings of unconsolidated entities1
40 
Interest and dividend income1
3 
Interest expense1
(50)
Income before income taxes50 
Income tax expense1
27 
Net income23 
Add back:
Depreciation, amortization and accretion148 11 — 159 
Expenses related to strategic alternatives review3 — — 3 
(Gain) loss on asset disposals, net1 — — 1 
Interest expense1
50 
Income tax expense1
27 
Adjusted EBITDA2
$190 $30 $— $263 
Investments in unconsolidated entities1
$477 
Total assets3
$10,749 
Capital expenditures$106 $5 $— $111 
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Nine Months Ended or as of September 30, 2024WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$2,168 $175 $(98)$2,245 
Equipment and product sales554 — — 554 
Total operating revenues2,722 175 (98)2,799 
System operations (excluding Depreciation, amortization and accretion reported below)582 58 (98)542 
Cost of equipment and products630 — — 630 
Selling, general and administrative953 24 — 977 
Depreciation, amortization and accretion466 33 — 499 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net13 1 — 14 
(Gain) loss on license sales and exchanges, net4 — — 4 
Operating income (loss)(62)59 — (3)
Equity in earnings of unconsolidated entities1
123 
Interest and dividend income1
9 
Interest expense1
(137)
Income (loss) before income taxes(8)
Income tax expense (benefit)1
29 
Net income (loss)(37)
Add back:
Depreciation, amortization and accretion466 33 — 499 
Expenses related to strategic alternatives review26 2 — 28 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net13 1 — 14 
(Gain) loss on license sales and exchanges, net4 — — 4 
Interest expense1
137 
Income tax expense (benefit)1
29 
Adjusted EBITDA2
$583 $95 $— $810 
Capital expenditures$400 $15 $— $415 
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Nine Months Ended or as of September 30, 2023WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$2,214 $170 $(95)$2,289 
Equipment and product sales617 — — 617 
Total operating revenues2,831 170 (95)2,906 
System operations (excluding Depreciation, amortization and accretion reported below)597 55 (95)557 
Cost of equipment and products708 — — 708 
Selling, general and administrative995 25 — 1,020 
Depreciation, amortization and accretion456 34 — 490 
(Gain) loss on asset disposals, net14 — — 14 
Operating income61 56 — 117 
Equity in earnings of unconsolidated entities1
121 
Interest and dividend income1
8 
Interest expense1
(147)
Income before income taxes99 
Income tax expense1
56 
Net income43 
Add back:
Depreciation, amortization and accretion456 34 — 490 
Expenses related to strategic alternatives review3 — — 3 
(Gain) loss on asset disposals, net14 — — 14 
Interest expense1
147 
Income tax expense1
56 
Adjusted EBITDA2
$534 $90 $— $753 
Capital expenditures$452 $10 $— $462 

1Income and expense items below Operating income are not provided at the individual segment level for Wireless and Towers. These items are not included in the evaluation of operating performance of the segments, and therefore are reported for "UScellular Total".
2Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation above. UScellular believes Adjusted EBITDA is a useful measure of UScellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as it provides 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.
3Assets are not provided at the individual segment level for Wireless and Towers. The segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.
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United States Cellular Corporation
Additional Required Information
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
UScellular maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to UScellular’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by SEC Rules 13a-15(b), UScellular carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of UScellular’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, UScellular’s principal executive officer and principal financial officer concluded that UScellular’s disclosure controls and procedures were effective as of September 30, 2024, at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal controls over financial reporting that have occurred during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, UScellular’s internal control over financial reporting.
Legal Proceedings
On May 2, 2023, a putative stockholder class action was filed against TDS and UScellular and certain current and former officers and directors in the United States District Court for the Northern District of Illinois. An Amended Complaint was filed on September 1, 2023, which names TDS, UScellular, and certain current UScellular officers and directors as defendants, and alleges that certain public statements made between May 6, 2022 and November 3, 2022 (the potential class period) regarding, among other things, UScellular’s business strategies to address subscriber demand, violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiff seeks to represent a class of stockholders who purchased TDS equity securities during the potential class period and demands unspecified monetary damages.
On June 18, 2024, a stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against UScellular, certain TDS and UScellular directors and officers, and nominal defendant TDS. The derivative lawsuit takes issue with the same public statements made between May 6, 2022 and November 3, 2022, alleging that the fact that the statements were made was a breach of fiduciary duty on the part of the officer and director defendants, and bringing claims for indemnification and contribution against the officer and director defendants and UScellular. In addition to indemnification and contribution, the plaintiff seeks money damages and the implementation of certain governance proposals.
UScellular is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition, or cash flows. UScellular intends to contest plaintiffs’ claims vigorously on the merits.
Refer to the disclosure under Legal Proceedings in UScellular’s Form 10-K for the year ended December 31, 2023, for additional information. Other than as described above, there have been no material changes to such information since December 31, 2023.
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Unregistered Sales of Equity Securities and Use of Proceeds
In November 2009, UScellular announced by Form 8-K that the Board of Directors of UScellular authorized the repurchase of up to 1,300,000 additional Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. In December 2016, the UScellular Board amended this authorization to provide that, beginning on January 1, 2017, the increase in the authorized repurchase amount with respect to a particular year will be any amount from zero to 1,300,000 Common Shares, as determined by the Pricing Committee of the Board of Directors, and that if the Pricing Committee did not specify an additional amount for any year, such additional amount would be zero for such year. The Pricing Committee has not specified any increase in the authorization since that time. The Pricing Committee also was authorized to decrease the cumulative amount of the authorization at any time, but has not taken any action to do so at this time. The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases in compliance with Rule 10b-18 of the Exchange Act or Rule 10b5-1 of the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date. UScellular did not determine to terminate the foregoing Common Share repurchase program, as amended, or cease making further purchases thereunder, during the third quarter of 2024.
The following table provides certain information with respect to all purchases made by or on behalf of UScellular, and any open market purchases made by any "affiliated purchaser" (as defined by the SEC) of UScellular, of UScellular Common Shares during the quarter covered by this Form 10-Q. The purchases below were made under a Rule 10b5-1 stock repurchase plan.
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - 31, 2024162,963$55.56 162,9631,763,978
August 1 - 31, 2024162,964$53.19 162,9641,601,014
September 1 - 30, 2024148,147$56.17 148,1471,452,867
Total for or as of the end of the quarter ended September 30, 2024474,074$54.94 474,0741,452,867
Other Information
Executive Severance Policy
On October 29, 2024, UScellular adopted a cash severance policy applicable to its executive officers (the “Executive Severance Policy”) that makes them eligible to receive severance pay in the event that their employment is terminated as a result of an “involuntary separation without cause.” In that event, subject to their execution and non-revocation of a release of claims in favor of UScellular and its parent and affiliates, they will be entitled to receive severance pay in a lump sum cash payment equal to one year of base pay at the time of separation. The Executive Severance Policy also provides UScellular with the discretion to provide the executive officers with additional benefits (e.g., prorated annual bonuses). The current executive officers subject to this policy are Douglas Chambers, Kevin Lowell and Michael Irizarry. Laurent Therivel’s compensation agreement, which addresses severance and has been previously disclosed, overrides the Executive Severance Policy in the event an involuntary termination of his employment.
For purposes of the Executive Severance Policy, an “involuntary separation without cause” is defined as the elimination of the executive officer’s position due to a strategic organizational change, such as a reduction in force, outsourcing or other restructuring where such executive officer has not been offered a position that is similar and/or comparably compensated with UScellular or with a new functional owner (whether or not such owner is affiliated with UScellular). If the executive officer accepts a similar position with the parent or an affiliate of UScellular that remains part of the same controlled group as Telephone and Data Systems, Inc., the executive officer will be eligible for severance under and subject to the terms of the Executive Severance Policy if their employment is involuntarily terminated within one year following the change of employer.
The Executive Severance Policy can be modified, altered or terminated at the Chairman’s discretion at any time for any reason.
The foregoing summary is qualified in its entirety by reference to the Executive Severance Policy, attached hereto as Exhibit 10.1 and incorporated herein by reference.
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2024, none of UScellular’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K under the 1934 Act).
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Exhibits
Exhibit Number
Description of Documents
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document
Exhibit 101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
Exhibit 101.LAB
Inline XBRL Taxonomy Label Linkbase Document
Exhibit 101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document.
*Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits, schedules and similar attachments have been omitted; exhibits, schedules and other attachments will be provided to the Securities and Exchange Commission upon request.
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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 thereunto duly authorized.
UNITED STATES CELLULAR CORPORATION
(Registrant)
Date:November 1, 2024/s/ Laurent C. Therivel
Laurent C. Therivel
President and Chief Executive Officer
(principal executive officer)
Date:November 1, 2024/s/ Douglas W. Chambers
Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
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Exhibit 10.1
COMPENSATION DUE AT TIME OF SEPARATION FOR EXECUTIVE OFFICERS

PURPOSE
The purpose of this UScellular severance program is to provide severance pay, as described below, to eligible executive officers of United States Cellular Corporation (“USCC”) whose employment is involuntarily terminated by UScellular under certain limited circumstances.
 
PROVISIONS
Officers of USCC who are: (1) executive officers of USCC within the meaning of Rule 3b-7 under the Securities Exchange Act and (2) employed by USCC or a subsidiary thereof (collectively, “UScellular”) (each, an “executive officer” or “EO”) will be eligible to receive the following compensation at the time of an involuntary separation without cause provided that all of the other terms of this policy are complied with:

•Severance pay equal to one year of base pay at the time of separation, excluding bonuses and incentives (cash or equity), benefits, perquisites and any other type of special pay.

Under certain circumstances, UScellular will consider supplementing this schedule with discretionary amounts and benefits such as an EO’s estimated COBRA premiums, if any, for the same time period covered by severance pay, prorated annual bonus and outplacement services. UScellular has no obligation to provide these supplements.

At termination, EOs also are entitled to all base pay through the last day worked and any unused accrued vacation pay. Please refer to UScellular’s Long-Term Incentive (“LTI”) Plan and any related agreements for information on the impact of the termination on any unvested performance share, restricted stock unit or other equity awards.

For purposes of this policy, an “involuntary separation without cause” is defined as an involuntary termination by UScellular due to a strategic organizational change, such as a reduction in force, outsourcing or other restructuring, that results in the elimination of the EO’s position at UScellular; provided, however, that an involuntary termination without cause shall not include any separations where the EO is offered a position that is similar and/or comparably compensated with UScellular or with a new functional owner (whether a parent or affiliate of UScellular, an entity that acquires all or part of UScellular’s business, or an entity to which UScellular outsources any service). Should the EO accept a similar position with the parent or an affiliate of UScellular that remains part of the TDS controlled group, the EO shall be eligible for severance from UScellular in accordance with the terms of this policy should, within one year following the transfer of their employment to the parent or affiliate of UScellular, the EO be terminated under conditions that would have entitled the EO to severance hereunder had the EO remained employed and been terminated by UScellular for the same reason.
This policy does not apply to separations for other reasons, including the following:
•separation for cause or unsatisfactory performance (as determined by UScellular);
•refusal to accept or be reassigned to a position that is similar and/or comparably compensated within UScellular or UScellular’s parent, affiliates or successors;
•death or disability;
•termination upon or in connection with the sale of any of the stock or assets of UScellular, including a subsidiary, business unit or division of UScellular, provided that the EO is offered a position that is similar and/or comparably compensated;
•termination as the result of UScellular outsourcing a portion of its business, provided that the EO is offered a position that is similar and/or comparably compensated;
•the EO voluntarily leaves employment for any reason, including retirement;
•the EO voluntarily leaves employment prior to the date UScellular specifies as the EO’s termination date or fails to satisfactorily meet performance expectations through that date.

For all purposes of this policy, UScellular shall determine whether a position is similar and/or comparably compensated. 1

For the avoidance of doubt, a change in control or other corporate transaction involving UScellular does not result in severance under this policy unless it results in an eligible separation as described above.
1 For the avoidance of doubt, any employment offer from T-Mobile US, Inc. or an affiliate thereof to an employee of UScellular that complies with the terms of that certain Securities Purchase Agreement, dated as of May 24, 2024, by and among Telephone and Data Systems, Inc., United States Cellular Corporation, USCC Wireless Holdings, LLC and T-Mobile US, Inc., as it may be amended or supplemented, shall be considered an offer of a position that is similar and/or comparably compensated for all purposes of this program.


The severance payment will be contingent upon the EO signing, dating and returning within the specified time period (and not revoking) a separation agreement and general release of claims against UScellular and its parent and affiliates that will describe in detail the components of the severance package as well as all associate rights.

Eligible EOs will receive severance pay in a lump sum as soon as practicable after their separation date (but in no event later than March 15 of the calendar year following the calendar year in which the eligible EO’s separation date occurs). Severance payments will be reduced by any tax withholdings required or permitted by law or authorized by the EO.

If an eligible EO receives severance pursuant to this policy and is subsequently rehired by UScellular or by another company in the TDS controlled group, the EO must repay any amounts which result in him/her/them being paid for both severance and salary at the same time (determined as if the severance had been paid as salary continuation rather than in a lump sum payment). UScellular, its parent or affiliate reserves the right to specify a start date for any rehire situation.

If UScellular separates any EO who has a valid, written contract addressing severance, any applicable terms regarding severance stipulated in the contract overrides this policy and this policy does not apply. In addition, EOs are ineligible for severance under any other severance policy, including Policy No. 701-2 – UScellular’s Compensation Due at Time of Separation Policy and Policy No. 701-2(a) – UScellular’s Compensation Due at Time of Separation Policy for Certain Officers.

Each payment of severance and any other payment pursuant to this Policy 701-2(b) shall constitute a "separately identified" amount within the meaning of Treasury Reg. §1.409A-2(b)(2). 
 
ADMINISTRATIVE RESPONSIBILITIES
The Human Resources department administers all severance payments.
 
Leaders must obtain approval on all severance payments from the Human Resources Department prior to taking any termination actions. This approval must be obtained in a timely manner. Any requests for an exception to this policy must be approved by the Chairman of UScellular (the “Chairman”), and will be conditioned on the EO complying with the other terms of this policy, including the execution of the appropriate separation agreement and general release form.

The Chairman reserves the right to supplement the severance schedule in extraordinary situations. The Chairman must approve all requests to supplement this policy. A decision to supplement the severance with respect to an EO shall not obligate UScellular to supplement the severance with respect to any other EO.
 
The Chairman reserves the right, in his sole discretion, to interpret the terms of this policy and to determine whether any EO will receive severance pay, and decisions by the Chairman under this policy shall be final, binding and conclusive with respect to all parties. The Chairman may modify, amend or terminate this policy at any time and for any reason, with or without advance notice to any party.


Exhibit 31.1
 
Certification of principal executive officer
 
 
I, Laurent C. Therivel, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of United States Cellular Corporation;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  November 1, 2024
 /s/ Laurent C. Therivel 
 Laurent C. Therivel
President and Chief Executive Officer
(principal executive officer)		 



Exhibit 31.2
 
Certification of principal financial officer
 
 
I, Douglas W. Chambers, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of United States Cellular Corporation;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  November 1, 2024
 /s/ Douglas W. Chambers 
 Douglas W. Chambers
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)		 



Exhibit 32.1
 
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
 
 
I, Laurent C. Therivel, the principal executive officer of United States Cellular Corporation, certify that (i) the quarterly report on Form 10-Q for the third quarter of 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of United States Cellular Corporation.
 /s/ Laurent C. Therivel 
 Laurent C. Therivel 
 November 1, 2024 
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to United States Cellular Corporation and will be retained by United States Cellular Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 32.2
 
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
 
 
I, Douglas W. Chambers, the principal financial officer of United States Cellular Corporation, certify that (i) the quarterly report on Form 10-Q for the third quarter of 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of United States Cellular Corporation.
 /s/ Douglas W. Chambers 
 Douglas W. Chambers 
 November 1, 2024 
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to United States Cellular Corporation and will be retained by United States Cellular Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


v3.24.3
Document And Entity Information
 9 Months Ended
Sep. 30, 2024
shares
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Sep. 30, 2024
Document Transition Report false
Entity File Number 001-09712
Entity Registrant Name UNITED STATES CELLULAR CORPORATION
Entity Central Index Key 0000821130
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q3
Amendment Flag false
Entity Incorporation, State or Country Code DE
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
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Accelerated Filer
Smaller Reporting Company false
Emerging Growth Company false
Entity Shell Company false
Common Shares  
Title of 12(b) Security Common Shares, $1 par value
Trading Symbol USM
Security Exchange Name NYSE
Entity Common Stock, Shares Outstanding 53,000,000
6.25% Senior Notes  
Title of 12(b) Security 6.25% Senior Notes due 2069
Trading Symbol UZD
Security Exchange Name NYSE
5.5% Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZE
Security Exchange Name NYSE
5.5% Senior Notes  
Title of 12(b) Security 5.50% Senior Notes due 2070
Trading Symbol UZF
Security Exchange Name NYSE
Series A Common Shares  
Entity Common Stock, Shares Outstanding 33,000,000
v3.24.3
Consolidated Statement of Operations - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating revenues        
Total operating revenues $ 922 $ 963 $ 2,799 $ 2,906
Operating expenses        
Selling, general and administrative 324 333 977 1,020
Depreciation, amortization and accretion 167 159 499 490
Loss on impairment of licenses 136 0 136 0
(Gain) loss on asset disposals, net 4 1 14 14
(Gain) loss on license sales and exchanges, net (2) 0 4 0
Total operating expenses 1,012 906 2,802 2,789
Operating income (loss) (90) 57 (3) 117
Investment and other income (expense)        
Equity in earnings of unconsolidated entities 43 40 123 121
Interest and dividend income 4 3 9 8
Interest expense (49) (50) (137) (147)
Total investment and other expense (2) (7) (5) (18)
Income (loss) before income taxes (92) 50 (8) 99
Income tax expense (benefit) (14) 27 29 56
Net income (loss) (78) 23 (37) 43
Less: Net income attributable to noncontrolling interests, net of tax 1 0 7 3
Net income (loss) attributable to UScellular shareholders $ (79) $ 23 $ (44) $ 40
Basic weighted average shares outstanding (in shares) 86 85 86 85
Basic earnings (loss) per share attributable to UScellular shareholders $ (0.92) $ 0.26 $ (0.51) $ 0.47
Diluted weighted average shares outstanding (in shares) 86 86 86 86
Diluted earnings (loss) per share attributable to UScellular shareholders $ (0.92) $ 0.26 $ (0.51) $ 0.47
Service        
Operating revenues        
Total operating revenues $ 747 $ 762 $ 2,245 $ 2,289
Operating expenses        
Cost of goods and services 180 185 542 557
Equipment sales        
Operating revenues        
Total operating revenues 175 201 554 617
Operating expenses        
Cost of goods and services $ 203 $ 228 $ 630 $ 708
v3.24.3
Consolidated Statement of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
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 accretion 499 490
Bad debts expense 65 72
Stock-based compensation expense 37 14
Deferred income taxes, net (35) 41
Equity in earnings of unconsolidated entities (123) (121)
Distributions from unconsolidated entities 106 97
Loss on impairment of licenses 136 0
(Gain) loss on asset disposals, net 14 14
(Gain) loss on license sales and exchanges, net 4 0
Other operating activities 3 4
Changes in assets and liabilities from operations    
Accounts receivable 30 30
Equipment installment plans receivable 12 20
Inventory 38 86
Accounts payable 12 (39)
Customer deposits and deferred revenues (4) (16)
Accrued taxes 46 12
Accrued interest 8 7
Other assets and liabilities (50) (35)
Net cash provided by operating activities 761 719
Cash flows from investing activities    
Cash paid for additions to property, plant and equipment (399) (454)
Cash paid for licenses (17) (24)
Other investing activities 1 14
Net cash used in investing activities (415) (464)
Cash flows from financing activities    
Issuance of long-term debt 40 115
Repayment of long-term debt (203) (395)
Repayment of short-term debt 0 (60)
Tax payments for stock-based compensation awards (11) (6)
Repurchase of Common Shares (26) 0
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 cash 109 (123)
Cash, cash equivalents and restricted cash    
Beginning of period 179 308
End of period $ 288 $ 185
v3.24.3
Consolidated Balance Sheet - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 272 $ 150
Accounts receivable    
Customers and agents, less allowances of $59 and $66, respectively 871 900
Other, less allowances of $2 and $4, respectively 46 54
Inventory, net 161 199
Prepaid expenses 55 57
Income taxes receivable 0 1
Other current assets 21 36
Total current assets 1,427 1,400
Assets held for sale 0 15
Licenses 4,576 4,693
Investments in unconsolidated entities 478 461
Property, plant and equipment    
In service and under construction 8,402 9,560
Less: Accumulated depreciation and amortization 5,898 6,984
Property, plant and equipment, net 2,504 2,576
Operating lease right-of-use assets 912 915
Other assets and deferred charges 619 690
Total assets [1] 10,516 10,750
Current liabilities    
Current portion of long-term debt 20 20
Accounts payable    
Accounts payable - Trade 266 241
Customer deposits and deferred revenues 225 229
Accrued taxes 63 32
Accrued compensation 66 83
Short-term operating lease liabilities 139 135
Other current liabilities 124 154
Total current liabilities 909 901
Deferred liabilities and credits    
Deferred income tax liability, net 719 755
Long-term operating lease liabilities 813 831
Other deferred liabilities and credits 579 565
Long-term debt, net 2,882 3,044
Commitments and contingencies
Noncontrolling interests with redemption features 16 12
UScellular shareholders’ equity    
Series A Common and Common Shares Authorized 190 shares (50 Series A Common and 140 Common Shares) Issued 88 shares (33 Series A Common and 55 Common Shares) Outstanding 86 shares (33 Series A Common and 53 Common Shares) and 85 shares (33 Series A Common and 52 Common Shares), respectively Par Value ($1.00 per share) ($33 Series A Common and $55 Common Shares) 88 88
Additional paid-in capital 1,764 1,726
Treasury shares, at cost, 3 Common Shares (83) (80)
Retained earnings 2,813 2,892
Total UScellular shareholders' equity 4,582 4,626
Noncontrolling interests 16 16
Total equity 4,598 4,642
Total liabilities and equity [1] 10,516 10,750
Affiliated    
Accounts receivable    
Affiliated 1 3
Accounts payable    
Accounts payable - Affiliated $ 6 $ 7
[1] The consolidated total assets as of September 30, 2024 and December 31, 2023, include assets held by consolidated variable interest entities (VIEs) of $1,047 million and $1,217 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2024 and December 31, 2023, include certain liabilities of consolidated VIEs of $24 million and $26 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 12 — Variable Interest Entities for additional information.
v3.24.3
Consolidated Balance Sheet (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Accounts receivable    
Customer and agent allowances $ 59 $ 66
Other allowances $ 2 $ 4
UScellular shareholders’ equity    
Authorized shares (in shares) 190,000,000 190,000,000
Issued shares (in shares) 88,000,000 88,000,000
Outstanding shares (in shares) 86,000,000 85,000,000
Par value $ 88 $ 88
Variable Interest Entities VIEs    
Assets [1] $ 10,516 $ 10,750
Series A Common Shares    
UScellular shareholders’ equity    
Authorized shares (in shares) 50,000,000 50,000,000
Issued shares (in shares) 33,000,000 33,000,000
Outstanding shares (in shares) 33,000,000 33,000,000
Par value per share (USD per share) $ 1.00 $ 1.00
Par value $ 33 $ 33
Common Shares    
UScellular shareholders’ equity    
Authorized shares (in shares) 140,000,000 140,000,000
Issued shares (in shares) 55,000,000 55,000,000
Outstanding shares (in shares) 53,000,000 52,000,000
Par value per share (USD per share) $ 1.00 $ 1.00
Par value $ 55 $ 55
Treasury shares 3,000,000 3,000,000
Consolidated Variable Interest Entities    
Variable Interest Entities VIEs    
Assets $ 1,948 $ 2,017
Liabilities 107 108
Consolidated Variable Interest Entities | No recourse    
Variable Interest Entities VIEs    
Liabilities 24 26
Consolidated Variable Interest Entities | Assets held    
Variable Interest Entities VIEs    
Assets $ 1,047 $ 1,217
[1] The consolidated total assets as of September 30, 2024 and December 31, 2023, include assets held by consolidated variable interest entities (VIEs) of $1,047 million and $1,217 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2024 and December 31, 2023, include certain liabilities of consolidated VIEs of $24 million and $26 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 12 — Variable Interest Entities for additional information.
v3.24.3
Consolidated Statement of Changes in Equity - USD ($)
$ in Millions
Total
Series A Common and Common shares
Additional paid-in capital
Treasury shares
Retained earnings
Total UScellular shareholders' equity
Noncontrolling interests
Beginning balance at Dec. 31, 2022 $ 4,570 $ 88 $ 1,703 $ (98) $ 2,861 $ 4,554 $ 16
Net income (loss) attributable to UScellular shareholders 40       40 40  
Net income attributable to noncontrolling interests classified as equity 2         0 2
Incentive and compensation plans 9   14 18 (23) 9  
Distributions to noncontrolling interests (2)         0 (2)
Ending balance at Sep. 30, 2023 4,619 88 1,717 (80) 2,878 4,603 16
Beginning balance at Jun. 30, 2023 4,589 88 1,710 (80) 2,855 4,573 16
Net income (loss) attributable to UScellular shareholders 23       23 23  
Net income attributable to noncontrolling interests classified as equity 1         0 1
Incentive and compensation plans 7   7     7  
Distributions to noncontrolling interests (1)         0 (1)
Ending balance at Sep. 30, 2023 4,619 88 1,717 (80) 2,878 4,603 16
Beginning balance at Dec. 31, 2023 4,642 88 1,726 (80) 2,892 4,626 16
Net income (loss) attributable to UScellular shareholders (44)       (44) (44)  
Net income attributable to noncontrolling interests classified as equity 3         0 3
Repurchase of Common Shares (26)     (26)   (26)  
Incentive and compensation plans 26   38 23 (35) 26  
Distributions to noncontrolling interests (3)         0 (3)
Ending balance at Sep. 30, 2024 4,598 88 1,764 (83) 2,813 4,582 16
Beginning balance at Jun. 30, 2024 4,690 88 1,752 (58) 2,893 4,675 15
Net income (loss) attributable to UScellular shareholders (79)       (79) (79)  
Net income attributable to noncontrolling interests classified as equity 1         0 1
Repurchase of Common Shares (26)     (26)   (26)  
Incentive and compensation plans 12   12 1 (1) 12  
Ending balance at Sep. 30, 2024 $ 4,598 $ 88 $ 1,764 $ (83) $ 2,813 $ 4,582 $ 16
v3.24.3
Basis of Presentation
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Note 1 Basis of Presentation
United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2023.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2024 and December 31, 2023, its results of operations and changes in equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2024 and 2023, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2023.
Change in Reportable Segments
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. Prior periods have been updated to conform to the new reportable segments. See Note 13 — Business Segment Information for additional information about UScellular's segments.
Software License Agreements
Certain software licenses are recorded as acquisitions of property, plant and equipment and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition, and are treated as non-cash activity in the Consolidated Statement of Cash Flows. Such acquisitions of software licenses that are not reflected as Cash paid for additions to property, plant and equipment were $8 million and $18 million for the nine months ended September 30, 2024 and 2023, respectively.
Restricted Cash
UScellular presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 11 — Debt for additional information related to the receivables securitization agreement. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
September 30, 2024December 31, 2023
(Dollars in millions)
Cash and cash equivalents$272 $150 
Restricted cash included in Other current assets16 29 
Cash, cash equivalents and restricted cash in the statement of cash flows$288 $179 
v3.24.3
Revenue Recognition
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
Note 2 Revenue Recognition
Disaggregation of Revenue
In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time. 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars in millions)
Revenues from contracts with customers:
Retail service$669 $687 $2,014 $2,065 
Other service52 50 154 149 
Service revenues from contracts with customers721 737 2,168 2,214 
Equipment sales175 201 554 617 
Total revenues from contracts with customers1
896 938 2,722 2,831 
Operating lease income1
26 25 77 75 
Total operating revenues$922 $963 $2,799 $2,906 
1Total revenues from contracts with customers represents revenues related to the Wireless segment and Operating lease income represents revenues related to the Towers segment.
Contract Balances
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
 September 30, 2024December 31, 2023
(Dollars in millions) 
Contract assets$4 $4 
Contract liabilities$311 $331 

Revenue recognized related to contract liabilities existing at January 1, 2024 was $178 million for the nine months ended September 30, 2024.

Transaction price allocated to the remaining performance obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of September 30, 2024 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. 
Service Revenues
(Dollars in millions)
Remainder of 2024$124 
2025156 
Thereafter91 
Total
$371 
Contract Cost Assets
UScellular expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore UScellular defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. The contract cost asset balance related to commission fees and other costs was $128 million and $127 million at September 30, 2024 and December 31, 2023, respectively, and was recorded in Other assets and deferred charges in the Consolidated Balance Sheet. Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Amortization of contract cost assets was $21 million and $64 million for the three and nine months ended September 30, 2024, respectively, and $23 million and $70 million for the three and nine months ended September 30, 2023, respectively, and was included in Selling, general and administrative expenses.
v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 3 Fair Value Measurements
As of September 30, 2024 and December 31, 2023, UScellular did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
As of September 30, 2024, UScellular recorded a net written call option at fair value, which was considered Level 3 within the fair value hierarchy. See Note 7 — Divestitures for additional information.
UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy
September 30, 2024December 31, 2023
Book Value
Fair Value
Book Value
Fair Value
(Dollars in millions)
Long-term debt2$2,937 $2,868 $3,099 $2,611 
Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses.
The fair values of Cash and cash equivalents, restricted cash and short-term debt approximate their book values due to the short-term nature of these financial instruments.
v3.24.3
Equipment Installment Plans
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Equipment Installment Plans
Note 4 Equipment Installment Plans
UScellular sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.
The following table summarizes equipment installment plan receivables.
September 30, 2024December 31, 2023
(Dollars in millions)
Equipment installment plan receivables, gross$1,075 $1,151 
Allowance for credit losses(80)(90)
Equipment installment plan receivables, net$995 $1,061 
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)$578 $577 
Other assets and deferred charges (Non-current portion)417 484 
Equipment installment plan receivables, net$995 $1,061 
UScellular uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
September 30, 2024December 31, 2023
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
(Dollars in millions)
Unbilled$934 $68 $13 $5 $1,020 $977 $88 $16 $4 $1,085 
Billed — current34 3 1 — 38 35 5 2 1 43 
Billed — past due10 4 2 1 17 12 7 3 1 23 
Total$978 $75 $16 $6 $1,075 $1,024 $100 $21 $6 $1,151 
The balance of the equipment installment plan receivables as of September 30, 2024 on a gross basis by year of origination were as follows:
2021202220232024
Total
(Dollars in millions)
Lowest Risk$1 $189 $395 $393 $978 
Lower Risk— 8 26 41 75 
Slight Risk— 1 4 11 16 
Higher Risk— — 2 4 6 
Total$1 $198 $427 $449 $1,075 
The write-offs, net of recoveries for the nine months ended September 30, 2024 on a gross basis by year of origination were as follows:
2021202220232024
Total
(Dollars in millions)
Write-offs, net of recoveries$(1)$15 $34 $6 $54 
Activity for the nine months ended September 30, 2024 and 2023, in the allowance for credit losses for equipment installment plan receivables was as follows:
September 30, 2024September 30, 2023
(Dollars in millions)
Allowance for credit losses, beginning of period$90 $96 
Bad debts expense44 47 
Write-offs, net of recoveries(54)(58)
Allowance for credit losses, end of period$80 $85 
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
Note 5 Income Taxes
The effective tax rate on Income (loss) before income taxes for the three and nine months ended September 30, 2024 was 14.4% and (340.3)%, respectively. These effective tax rates reflect the impacts of recurring tax adjustments including nondeductible interest and compensation expenses as well as the discrete impact of the impairment of certain wireless spectrum licenses.
The effective tax rate on Income before income taxes for the three and nine months ended September 30, 2023 was 53.1% and 56.4%, respectively. These effective tax rates were higher than normal due primarily to the relatively low amount of Income before income taxes which increased the effective tax rate impact of recurring tax adjustments including nondeductible interest and compensation expenses, as well as discrete increases in state valuation allowances which reduced the net value of deferred tax assets.
v3.24.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share
Note 6 Earnings Per Share
Basic earnings per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings (loss) per share attributable to UScellular shareholders were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to UScellular shareholders$(79)$23 $(44)$40 
Weighted average number of shares used in basic earnings (loss) per share86 85 86 85 
Effects of dilutive securities— 1 — 1 
Weighted average number of shares used in diluted earnings (loss) per share86 86 86 86 
Basic earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
Diluted earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to UScellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was 3 million and 2 million for the three and nine months ended September 30, 2024, respectively, and less than 1 million for both the three and nine months ended September 30, 2023.
v3.24.3
Divestitures
 9 Months Ended
Sep. 30, 2024
Divestitures [Abstract]  
Divestitures
Note 7 Divestitures
On August 4, 2023, 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. On May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, UScellular, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustment as specified in the Securities Purchase Agreement, of $4,400 million, which is payable in a combination of cash and the assumption of up to approximately $2,000 million in debt. The Securities Purchase Agreement also contemplates, among other things, a Short-Term Spectrum Manager Lease Agreement that will become effective at the closing date, which provides T-Mobile with an exclusive license to use certain UScellular spectrum assets at no cost for up to one-year for the purpose of providing continued, uninterrupted service to customers. UScellular expects to present the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations if and when the accounting criteria is met. The transactions are expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.
On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. As of September 30, 2024, the book value of the wireless spectrum licenses to be sold was $586 million. The transaction is subject to regulatory approval and other customary closing conditions, and is contingent on the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

The strategic alternatives review process is ongoing as UScellular seeks to opportunistically monetize its spectrum assets that are not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.

UScellular incurred third-party expenses related to the announced transactions and strategic alternatives review of $7 million and $28 million for the three and nine months ended September 30, 2024, respectively, and $3 million for both the three and nine months ended September 30, 2023, which are included in Selling, general and administrative expenses.
UScellular also assessed whether the execution of the Securities Purchase Agreement constituted a significant change in the way it expects to operate its long-lived assets. Specifically, given the Securities Purchase Agreement, and UScellular's plan to divest of its wireless operations, UScellular expects to generate cash flows from the wireless operations separately from the retained business. Therefore, in the second quarter of 2024, UScellular bifurcated the historical single asset group into two asset groups – wireless and towers. At that time, UScellular also assessed whether an impairment test of its long-lived assets was required and determined that there was no triggering event present due to the factors just described that required a recoverability test to be performed. In the third quarter of 2024, UScellular re-assessed whether an impairment test of its long-lived assets was required considering the wireless spectrum license impairment and determined that there was no triggering event that required a recoverability test to be performed.
As part of the transaction, UScellular entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and UScellular has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106 million. The call option notice period started on May 24, 2024, and the put exercise period starts at the close of the broader transaction. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. UScellular accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated. UScellular estimated the fair value of the net written call option at $6 million as of September 30, 2024, which was recorded to Other deferred liabilities and credits in the Consolidated Balance Sheet. The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.
v3.24.3
Intangible Assets
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets
Note 8 Intangible Assets
Wireless Spectrum License Impairment
Wireless spectrum licenses represent a significant component of UScellular’s consolidated assets. Wireless spectrum licenses are considered to be indefinite-lived assets, and therefore, are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause UScellular to believe that their carrying values exceed their fair values. Wireless spectrum licenses are tested for impairment at the level of reporting referred to as a unit of accounting.
As a result of executing the Securities Purchase Agreement with T-Mobile during the second quarter of 2024, UScellular bifurcated its historical single unit of accounting into two units of accounting – wireless spectrum licenses to be sold under the Securities Purchase Agreement and wireless spectrum licenses to be retained. During the third quarter of 2024, UScellular’s efforts to monetize its spectrum assets not subject to the Securities Purchase Agreement provided new evidence that the highest and best use of the retained spectrum to current buyers would be in separate tranches. As a result, UScellular further divided its wireless spectrum licenses units of accounting from one retained unit into eleven units, resulting in twelve total units of accounting. UScellular concluded that there were events and circumstances in the third quarter of 2024 that caused UScellular to believe the carrying values of five of the units of accounting may exceed their respective fair values (i.e. triggering event), and accordingly a quantitative impairment assessment was performed for those units. There was no triggering event for the other units of accounting.
A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the five units tested, using a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions. The midpoint of the range was established as the estimate of fair value for each unit of accounting. Based on this valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9% to 80% for three of the units of accounting. For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $136 million impairment was recorded to Loss on impairment of licenses in the Consolidated Statement of Operations within UScellular’s Wireless segment during the third quarter of 2024. 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, the carrying value of which was $161 million as of September 30, 2024, after the impairment loss. The impairment loss is driven by the change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.
v3.24.3
Investments in Unconsolidated Entities
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments in unconsolidated entities
Note 9 Investments in Unconsolidated Entities
Investments in unconsolidated entities consist of amounts invested in entities in which UScellular holds a noncontrolling interest. UScellular’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
September 30, 2024December 31, 2023
(Dollars in millions)
Equity method investments$464 $448 
Measurement alternative method investments5 4 
Investments recorded using the net asset value practical expedient9 9 
Total investments in unconsolidated entities$478 $461 
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars in millions)
Revenues$1,878 $1,805 $5,541 $5,369 
Operating expenses1,465 1,420 4,293 4,138 
Operating income413 385 1,248 1,231 
Other income (expense), net1 (13)— (19)
Net income$414 $372 $1,248 $1,212 
v3.24.3
Asset Retirement Obligations
 9 Months Ended
Sep. 30, 2024
Asset Retirement Obligation Disclosure [Abstract]  
Asset Retirement Obligation
Note 10 Asset Retirement Obligations
Asset retirement obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.
During the three months ended September 30, 2024, UScellular performed a review of the assumptions and estimated future costs related to asset retirement obligations. The results of the review and other changes in asset retirement obligations during the nine months ended September 30, 2024 were as follows:
Asset Retirement Obligations
(Dollars in millions)
Balance at December 31, 2023$367 
Additional liabilities accrued4 
Revisions in estimated cash outflows9 
Disposition of assets(2)
Accretion expense15 
Balance at September 30, 2024$393 
v3.24.3
Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt
Note 11 Debt
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until September 2025. Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to Secured Overnight Financing Rate (SOFR)) plus 1.15%. During the nine months ended September 30, 2024, UScellular borrowed $40 million and repaid $188 million under its receivables securitization agreement. As of September 30, 2024, the outstanding borrowings under the agreement were $2 million and the unused borrowing capacity was $448 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of September 30, 2024, the USCC Master Note Trust held $132 million of assets available to be pledged as collateral for the receivables securitization agreement.
Term Loan Agreements
In October 2024, UScellular repaid $40 million under its term loan agreement due July 2026.
Debt Covenants
The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. UScellular is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.00 to 1.00 from April 1, 2024 through March 31, 2025; 3.75 to 1.00 from April 1, 2025 and thereafter. UScellular is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. UScellular believes that it was in compliance as of September 30, 2024 with all such financial covenants.
v3.24.3
Variable Interest Entities
 9 Months Ended
Sep. 30, 2024
Variable Interest Entities [Abstract]  
Variable Interest Entities
Note 12 Variable Interest Entities
Consolidated VIEs
UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2023.
UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, UScellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of UScellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that UScellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, UScellular is deemed to have a controlling financial interest in the SPEs, and therefore consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables. 
The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:
▪Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and
▪King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.
These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect UScellular subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, UScellular has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that UScellular is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated into the UScellular financial statements.
UScellular also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, UScellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the UScellular financial statements under the variable interest model.
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.
September 30, 2024December 31, 2023
(Dollars in millions)
Assets
Cash and cash equivalents$49 $24 
Accounts receivable627 633 
Inventory, net4 4 
Other current assets17 30 
Licenses641 641 
Property, plant and equipment, net132 143 
Operating lease right-of-use assets49 48 
Other assets and deferred charges429 494 
Total assets$1,948 $2,017 
Liabilities
Current liabilities$36 $37 
Long-term operating lease liabilities43 42 
Other deferred liabilities and credits28 29 
Total liabilities1
$107 $108 
1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 11 – Debt for additional information.
Unconsolidated VIEs
UScellular manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities, and therefore does not consolidate them into the UScellular financial statements under the variable interest model.
UScellular’s total investment in these unconsolidated entities was $5 million and $6 million at September 30, 2024 and December 31, 2023, respectively, and is included in Investments in unconsolidated entities in UScellular’s Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by UScellular in those entities. 
Other Related Matters
UScellular made contributions, loans or advances to its VIEs totaling $295 million and $276 million during the nine months ended September 30, 2024 and 2023, respectively, of which $253 million in 2024 and $244 million in 2023, are related to USCC EIP LLC as discussed above. UScellular may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for their operations or the development of wireless spectrum licenses granted in various auctions. UScellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that UScellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.
The limited partnership agreement of Advantage Spectrum also provided the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of UScellular, to purchase its interest in the limited partnership. The put option was not exercised during the exercise period.
v3.24.3
Business Segment Information
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Business Segment Information
Note 13 Business Segment Information
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. The Towers segment records rental revenue and the Wireless segment records a related expense when the Wireless segment uses company-owned towers to locate its network equipment, using estimated market pricing - this revenue and expense is eliminated in consolidation. Prior periods have been updated to conform to the new reportable segments.
Financial data for UScellular’s reportable segments for the three and nine month periods ended, or as of September 30, 2024 and 2023, is as follows. See Note 1 — Basis of Presentation for additional information.
Three Months Ended or as of September 30, 2024WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$721 $59 $(33)$747 
Equipment and product sales175 — — 175 
Total operating revenues896 59 (33)922 
System operations (excluding Depreciation, amortization and accretion reported below)193 20 (33)180 
Cost of equipment and products203 — — 203 
Selling, general and administrative316 8 — 324 
Depreciation, amortization and accretion155 12 — 167 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net4 — — 4 
(Gain) loss on license sales and exchanges, net(2)— — (2)
Operating income (loss)(109)19 — (90)
Equity in earnings of unconsolidated entities1
43 
Interest and dividend income1
4 
Interest expense1
(49)
Income (loss) before income taxes(92)
Income tax expense (benefit)1
(14)
Net income (loss)(78)
Add back:
Depreciation, amortization and accretion155 12 — 167 
Expenses related to strategic alternatives review7 — — 7 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net4 — — 4 
(Gain) loss on license sales and exchanges, net(2)— — (2)
Interest expense1
49 
Income tax expense (benefit)1
(14)
Adjusted EBITDA2
$191 $31 $— $269 
Investments in unconsolidated entities1
$478 
Total assets3
$10,516 
Capital expenditures$114 $6 $— $120 
Three Months Ended or as of September 30, 2023WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$737 $57 $(32)$762 
Equipment and product sales201 — — 201 
Total operating revenues938 57 (32)963 
System operations (excluding Depreciation, amortization and accretion reported below)199 18 (32)185 
Cost of equipment and products228 — — 228 
Selling, general and administrative324 9 — 333 
Depreciation, amortization and accretion148 11 — 159 
(Gain) loss on asset disposals, net1 — — 1 
Operating income38 19 — 57 
Equity in earnings of unconsolidated entities1
40 
Interest and dividend income1
3 
Interest expense1
(50)
Income before income taxes50 
Income tax expense1
27 
Net income23 
Add back:
Depreciation, amortization and accretion148 11 — 159 
Expenses related to strategic alternatives review3 — — 3 
(Gain) loss on asset disposals, net1 — — 1 
Interest expense1
50 
Income tax expense1
27 
Adjusted EBITDA2
$190 $30 $— $263 
Investments in unconsolidated entities1
$477 
Total assets3
$10,749 
Capital expenditures$106 $5 $— $111 
Nine Months Ended or as of September 30, 2024WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$2,168 $175 $(98)$2,245 
Equipment and product sales554 — — 554 
Total operating revenues2,722 175 (98)2,799 
System operations (excluding Depreciation, amortization and accretion reported below)582 58 (98)542 
Cost of equipment and products630 — — 630 
Selling, general and administrative953 24 — 977 
Depreciation, amortization and accretion466 33 — 499 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net13 1 — 14 
(Gain) loss on license sales and exchanges, net4 — — 4 
Operating income (loss)(62)59 — (3)
Equity in earnings of unconsolidated entities1
123 
Interest and dividend income1
9 
Interest expense1
(137)
Income (loss) before income taxes(8)
Income tax expense (benefit)1
29 
Net income (loss)(37)
Add back:
Depreciation, amortization and accretion466 33 — 499 
Expenses related to strategic alternatives review26 2 — 28 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net13 1 — 14 
(Gain) loss on license sales and exchanges, net4 — — 4 
Interest expense1
137 
Income tax expense (benefit)1
29 
Adjusted EBITDA2
$583 $95 $— $810 
Capital expenditures$400 $15 $— $415 
Nine Months Ended or as of September 30, 2023WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$2,214 $170 $(95)$2,289 
Equipment and product sales617 — — 617 
Total operating revenues2,831 170 (95)2,906 
System operations (excluding Depreciation, amortization and accretion reported below)597 55 (95)557 
Cost of equipment and products708 — — 708 
Selling, general and administrative995 25 — 1,020 
Depreciation, amortization and accretion456 34 — 490 
(Gain) loss on asset disposals, net14 — — 14 
Operating income61 56 — 117 
Equity in earnings of unconsolidated entities1
121 
Interest and dividend income1
8 
Interest expense1
(147)
Income before income taxes99 
Income tax expense1
56 
Net income43 
Add back:
Depreciation, amortization and accretion456 34 — 490 
Expenses related to strategic alternatives review3 — — 3 
(Gain) loss on asset disposals, net14 — — 14 
Interest expense1
147 
Income tax expense1
56 
Adjusted EBITDA2
$534 $90 $— $753 
Capital expenditures$452 $10 $— $462 

1Income and expense items below Operating income are not provided at the individual segment level for Wireless and Towers. These items are not included in the evaluation of operating performance of the segments, and therefore are reported for "UScellular Total".
2Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation above. UScellular believes Adjusted EBITDA is a useful measure of UScellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as it provides 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.
3Assets are not provided at the individual segment level for Wireless and Towers. The segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income (loss) attributable to UScellular shareholders $ (79) $ 23 $ (44) $ 40
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Principles of Consolidation
The accounting policies of UScellular conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Basis of Accounting
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2023.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2024 and December 31, 2023, its results of operations and changes in equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2024 and 2023, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2023.
Revenue from Contract with Customer As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. UScellular expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore UScellular defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred.Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term.
Variable Interest Entities
UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2023.
v3.24.3
Basis of Presentation (Tables)
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Reconciliation of cash, cash equivalents and restricted cash The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
September 30, 2024December 31, 2023
(Dollars in millions)
Cash and cash equivalents$272 $150 
Restricted cash included in Other current assets16 29 
Cash, cash equivalents and restricted cash in the statement of cash flows$288 $179 
v3.24.3
Revenue Recognition (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular, and timing of recognition. Service revenues are recognized over time and Equipment sales are recognized at a point in time. 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars in millions)
Revenues from contracts with customers:
Retail service$669 $687 $2,014 $2,065 
Other service52 50 154 149 
Service revenues from contracts with customers721 737 2,168 2,214 
Equipment sales175 201 554 617 
Total revenues from contracts with customers1
896 938 2,722 2,831 
Operating lease income1
26 25 77 75 
Total operating revenues$922 $963 $2,799 $2,906 
1Total revenues from contracts with customers represents revenues related to the Wireless segment and Operating lease income represents revenues related to the Towers segment.
Contract with Customer, Assets and Liabilities
The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.
 September 30, 2024December 31, 2023
(Dollars in millions) 
Contract assets$4 $4 
Contract liabilities$311 $331 
Remaining Performance Obligations
The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of September 30, 2024 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates. 
Service Revenues
(Dollars in millions)
Remainder of 2024$124 
2025156 
Thereafter91 
Total
$371 
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair value measurements
UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy
September 30, 2024December 31, 2023
Book Value
Fair Value
Book Value
Fair Value
(Dollars in millions)
Long-term debt2$2,937 $2,868 $3,099 $2,611 
v3.24.3
Equipment Installment Plans (Tables)
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Equipment installment plan receivables
The following table summarizes equipment installment plan receivables.
September 30, 2024December 31, 2023
(Dollars in millions)
Equipment installment plan receivables, gross$1,075 $1,151 
Allowance for credit losses(80)(90)
Equipment installment plan receivables, net$995 $1,061 
Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)$578 $577 
Other assets and deferred charges (Non-current portion)417 484 
Equipment installment plan receivables, net$995 $1,061 
Equipment installment plan receivables credit categories The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:
September 30, 2024December 31, 2023
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
Lowest Risk
Lower Risk
Slight Risk
Higher Risk
Total
(Dollars in millions)
Unbilled$934 $68 $13 $5 $1,020 $977 $88 $16 $4 $1,085 
Billed — current34 3 1 — 38 35 5 2 1 43 
Billed — past due10 4 2 1 17 12 7 3 1 23 
Total$978 $75 $16 $6 $1,075 $1,024 $100 $21 $6 $1,151 
The balance of the equipment installment plan receivables as of September 30, 2024 on a gross basis by year of origination were as follows:
2021202220232024
Total
(Dollars in millions)
Lowest Risk$1 $189 $395 $393 $978 
Lower Risk— 8 26 41 75 
Slight Risk— 1 4 11 16 
Higher Risk— — 2 4 6 
Total$1 $198 $427 $449 $1,075 
Equipment installment plans allowance for credit losses
The write-offs, net of recoveries for the nine months ended September 30, 2024 on a gross basis by year of origination were as follows:
2021202220232024
Total
(Dollars in millions)
Write-offs, net of recoveries$(1)$15 $34 $6 $54 
Activity for the nine months ended September 30, 2024 and 2023, in the allowance for credit losses for equipment installment plan receivables was as follows:
September 30, 2024September 30, 2023
(Dollars in millions)
Allowance for credit losses, beginning of period$90 $96 
Bad debts expense44 47 
Write-offs, net of recoveries(54)(58)
Allowance for credit losses, end of period$80 $85 
v3.24.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings per share
The amounts used in computing basic and diluted earnings (loss) per share attributable to UScellular shareholders were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars and shares in millions, except per share amounts)
Net income (loss) attributable to UScellular shareholders$(79)$23 $(44)$40 
Weighted average number of shares used in basic earnings (loss) per share86 85 86 85 
Effects of dilutive securities— 1 — 1 
Weighted average number of shares used in diluted earnings (loss) per share86 86 86 86 
Basic earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
Diluted earnings (loss) per share attributable to UScellular shareholders$(0.92)$0.26 $(0.51)$0.47 
v3.24.3
Investments in Unconsolidated Entities (Tables)
 9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Equity and measurement alternative method investments UScellular’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
September 30, 2024December 31, 2023
(Dollars in millions)
Equity method investments$464 $448 
Measurement alternative method investments5 4 
Investments recorded using the net asset value practical expedient9 9 
Total investments in unconsolidated entities$478 $461 
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(Dollars in millions)
Revenues$1,878 $1,805 $5,541 $5,369 
Operating expenses1,465 1,420 4,293 4,138 
Operating income413 385 1,248 1,231 
Other income (expense), net1 (13)— (19)
Net income$414 $372 $1,248 $1,212 
v3.24.3
Asset Retirement Obligations (Tables)
 9 Months Ended
Sep. 30, 2024
Asset Retirement Obligation Disclosure [Abstract]  
Asset retirement obligations The results of the review and other changes in asset retirement obligations during the nine months ended September 30, 2024 were as follows:
Asset Retirement Obligations
(Dollars in millions)
Balance at December 31, 2023$367 
Additional liabilities accrued4 
Revisions in estimated cash outflows9 
Disposition of assets(2)
Accretion expense15 
Balance at September 30, 2024$393 
v3.24.3
Variable Interest Entities (Tables)
 9 Months Ended
Sep. 30, 2024
Variable Interest Entities [Abstract]  
Consolidated VIE assets and liabilities
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.
September 30, 2024December 31, 2023
(Dollars in millions)
Assets
Cash and cash equivalents$49 $24 
Accounts receivable627 633 
Inventory, net4 4 
Other current assets17 30 
Licenses641 641 
Property, plant and equipment, net132 143 
Operating lease right-of-use assets49 48 
Other assets and deferred charges429 494 
Total assets$1,948 $2,017 
Liabilities
Current liabilities$36 $37 
Long-term operating lease liabilities43 42 
Other deferred liabilities and credits28 29 
Total liabilities1
$107 $108 
1    Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 11 – Debt for additional information.
v3.24.3
Business Segment Information (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Business Segment Information
Financial data for UScellular’s reportable segments for the three and nine month periods ended, or as of September 30, 2024 and 2023, is as follows. See Note 1 — Basis of Presentation for additional information.
Three Months Ended or as of September 30, 2024WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$721 $59 $(33)$747 
Equipment and product sales175 — — 175 
Total operating revenues896 59 (33)922 
System operations (excluding Depreciation, amortization and accretion reported below)193 20 (33)180 
Cost of equipment and products203 — — 203 
Selling, general and administrative316 8 — 324 
Depreciation, amortization and accretion155 12 — 167 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net4 — — 4 
(Gain) loss on license sales and exchanges, net(2)— — (2)
Operating income (loss)(109)19 — (90)
Equity in earnings of unconsolidated entities1
43 
Interest and dividend income1
4 
Interest expense1
(49)
Income (loss) before income taxes(92)
Income tax expense (benefit)1
(14)
Net income (loss)(78)
Add back:
Depreciation, amortization and accretion155 12 — 167 
Expenses related to strategic alternatives review7 — — 7 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net4 — — 4 
(Gain) loss on license sales and exchanges, net(2)— — (2)
Interest expense1
49 
Income tax expense (benefit)1
(14)
Adjusted EBITDA2
$191 $31 $— $269 
Investments in unconsolidated entities1
$478 
Total assets3
$10,516 
Capital expenditures$114 $6 $— $120 
Three Months Ended or as of September 30, 2023WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$737 $57 $(32)$762 
Equipment and product sales201 — — 201 
Total operating revenues938 57 (32)963 
System operations (excluding Depreciation, amortization and accretion reported below)199 18 (32)185 
Cost of equipment and products228 — — 228 
Selling, general and administrative324 9 — 333 
Depreciation, amortization and accretion148 11 — 159 
(Gain) loss on asset disposals, net1 — — 1 
Operating income38 19 — 57 
Equity in earnings of unconsolidated entities1
40 
Interest and dividend income1
3 
Interest expense1
(50)
Income before income taxes50 
Income tax expense1
27 
Net income23 
Add back:
Depreciation, amortization and accretion148 11 — 159 
Expenses related to strategic alternatives review3 — — 3 
(Gain) loss on asset disposals, net1 — — 1 
Interest expense1
50 
Income tax expense1
27 
Adjusted EBITDA2
$190 $30 $— $263 
Investments in unconsolidated entities1
$477 
Total assets3
$10,749 
Capital expenditures$106 $5 $— $111 
Nine Months Ended or as of September 30, 2024WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$2,168 $175 $(98)$2,245 
Equipment and product sales554 — — 554 
Total operating revenues2,722 175 (98)2,799 
System operations (excluding Depreciation, amortization and accretion reported below)582 58 (98)542 
Cost of equipment and products630 — — 630 
Selling, general and administrative953 24 — 977 
Depreciation, amortization and accretion466 33 — 499 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net13 1 — 14 
(Gain) loss on license sales and exchanges, net4 — — 4 
Operating income (loss)(62)59 — (3)
Equity in earnings of unconsolidated entities1
123 
Interest and dividend income1
9 
Interest expense1
(137)
Income (loss) before income taxes(8)
Income tax expense (benefit)1
29 
Net income (loss)(37)
Add back:
Depreciation, amortization and accretion466 33 — 499 
Expenses related to strategic alternatives review26 2 — 28 
Loss on impairment of licenses136 — — 136 
(Gain) loss on asset disposals, net13 1 — 14 
(Gain) loss on license sales and exchanges, net4 — — 4 
Interest expense1
137 
Income tax expense (benefit)1
29 
Adjusted EBITDA2
$583 $95 $— $810 
Capital expenditures$400 $15 $— $415 
Nine Months Ended or as of September 30, 2023WirelessTowersIntra-company eliminationsUScellular Total
(Dollars in millions)    
Operating revenues    
Service$2,214 $170 $(95)$2,289 
Equipment and product sales617 — — 617 
Total operating revenues2,831 170 (95)2,906 
System operations (excluding Depreciation, amortization and accretion reported below)597 55 (95)557 
Cost of equipment and products708 — — 708 
Selling, general and administrative995 25 — 1,020 
Depreciation, amortization and accretion456 34 — 490 
(Gain) loss on asset disposals, net14 — — 14 
Operating income61 56 — 117 
Equity in earnings of unconsolidated entities1
121 
Interest and dividend income1
8 
Interest expense1
(147)
Income before income taxes99 
Income tax expense1
56 
Net income43 
Add back:
Depreciation, amortization and accretion456 34 — 490 
Expenses related to strategic alternatives review3 — — 3 
(Gain) loss on asset disposals, net14 — — 14 
Interest expense1
147 
Income tax expense1
56 
Adjusted EBITDA2
$534 $90 $— $753 
Capital expenditures$452 $10 $— $462 

1Income and expense items below Operating income are not provided at the individual segment level for Wireless and Towers. These items are not included in the evaluation of operating performance of the segments, and therefore are reported for "UScellular Total".
2Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation above. UScellular believes Adjusted EBITDA is a useful measure of UScellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as it provides 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.
3Assets are not provided at the individual segment level for Wireless and Towers. The segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.
v3.24.3
Basis of Presentation - Narrative (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
segment
Sep. 30, 2023
USD ($)
Basis of Presentation [Line Items]    
Change in reportable segments During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. Prior periods have been updated to conform to the new reportable segments. See Note 13 — Business Segment Information for additional information about UScellular's segments.  
Number of reportable segments | segment 2  
Noncash software license acquisitions | $ $ 8 $ 18
TDS | UScellular    
Basis of Presentation [Line Items]    
Ownership percentage 83.00%  
v3.24.3
Basis of Presentation - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash and cash equivalents $ 272 $ 150    
Restricted cash included in Other current assets 16 29    
Cash, cash equivalents and restricted cash in the statement of cash flows $ 288 $ 179 $ 185 $ 308
v3.24.3
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of revenue        
Revenue from contracts with customers $ 896 $ 938 $ 2,722 $ 2,831
Operating lease income 26 25 77 75
Total operating revenues 922 963 2,799 2,906
Transferred over time        
Disaggregation of revenue        
Revenue from contracts with customers 721 737 2,168 2,214
Transferred over time | Retail service        
Disaggregation of revenue        
Revenue from contracts with customers 669 687 2,014 2,065
Transferred over time | Other service        
Disaggregation of revenue        
Revenue from contracts with customers 52 50 154 149
Transferred at point in time | Equipment sales        
Disaggregation of revenue        
Revenue from contracts with customers $ 175 $ 201 $ 554 $ 617
v3.24.3
Revenue Recognition - Contract Assets and Contract Liabilities (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract assets $ 4 $ 4
Contract liabilities 311 $ 331
Revenue recognized $ 178  
v3.24.3
Revenue Recognition - Performance Obligations (Details)
$ in Millions
Sep. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 371
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 124
Expected timing of remaining performance obligation, period 3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 156
Expected timing of remaining performance obligation, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation amount $ 91
Expected timing of remaining performance obligation, period
v3.24.3
Revenue Recognition - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Capitalized Contract Cost          
Contract cost asset $ 128   $ 128   $ 127
Amortization of contract cost assets $ 21 $ 23 $ 64 $ 70  
v3.24.3
Fair Value Measurements (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Book Value    
Financial Instruments    
Long-term debt $ 2,937 $ 3,099
Fair Value | Level 2    
Financial Instruments    
Long-term debt $ 2,868 $ 2,611
v3.24.3
Equipment Installment Plans - EIP Receivables (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Equipment installment plan receivables, gross $ 1,075 $ 1,151
Allowance for credit losses (80) (90)
Equipment installment plan receivables, net 995 1,061
Accounts receivable — Customers and agents (Current portion)    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Equipment installment plan receivables, net 578 577
Other assets and deferred charges (Non-current portion)    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Equipment installment plan receivables, net $ 417 $ 484
v3.24.3
Equipment Installment Plans - Gross Receivables by Credit Category (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross $ 1,075 $ 1,151
2021 1  
2022 198  
2023 427  
2024 449  
Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 1,020 1,085
Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 38 43
Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 17 23
Lowest Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 978 1,024
2021 1  
2022 189  
2023 395  
2024 393  
Lowest Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 934 977
Lowest Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 34 35
Lowest Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 10 12
Lower Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 75 100
2021 0  
2022 8  
2023 26  
2024 41  
Lower Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 68 88
Lower Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 3 5
Lower Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 4 7
Slight Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 16 21
2021 0  
2022 1  
2023 4  
2024 11  
Slight Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 13 16
Slight Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 1 2
Slight Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 2 3
Higher Risk    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 6 6
2021 0  
2022 0  
2023 2  
2024 4  
Higher Risk | Unbilled    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 5 4
Higher Risk | Billed | Current    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross 0 1
Higher Risk | Billed | Past Due    
Financing Receivable, Credit Quality Indicator [Line Items]    
Equipment installment plan receivables, gross $ 1 $ 1
v3.24.3
Equipment Installment Plans - Allowance for Credit Losses (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Allowance for credit losses    
Allowance for credit losses, beginning of period $ 90  
Allowance for credit losses, end of period 80  
Equipment Installment Plan Receivable    
Allowance for credit losses    
Write-offs, net of recoveries, originated in 2021 (1)  
Write-offs, net of recoveries, originated in 2022 15  
Write-offs, net of recoveries, originated in 2023 34  
Write-offs, net of recoveries, originated in 2024 6  
Write-offs, net of recoveries, Total 54 $ 58
Allowance for credit losses, beginning of period 90 96
Bad debts expense 44 47
Write-offs, net of recoveries (54) (58)
Allowance for credit losses, end of period $ 80 $ 85
v3.24.3
Income Taxes (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Rate
Sep. 30, 2023
Rate
Sep. 30, 2024
Rate
Sep. 30, 2023
Rate
Income Tax Disclosure [Abstract]        
Effective tax rate 14.40% 53.10% (340.30%) 56.40%
v3.24.3
Earnings Per Share - Reconciliation (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net income (loss) attributable to UScellular shareholders $ (79) $ 23 $ (44) $ 40
Weighted average number of shares used in basic earnings per share (in shares) 86 85 86 85
Effects of dilutive securities (in shares) 0 1 0 1
Weighted average number of shares used in diluted earnings (loss) per share 86 86 86 86
Basic earnings (loss) per share attributable to UScellular shareholders $ (0.92) $ 0.26 $ (0.51) $ 0.47
Diluted earnings (loss) per share attributable to UScellular shareholders $ (0.92) $ 0.26 $ (0.51) $ 0.47
v3.24.3
Earnings Per Share - Narrative (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares) 3   2  
Maximum        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares)   1   1
v3.24.3
Divestitures - Narrative (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 17, 2024
USD ($)
Sep. 30, 2024
USD ($)
asset_group
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
asset_group
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Business divestiture agreement amount   $ 4,400   $ 4,400    
Licenses   4,576   4,576   $ 4,693
Expenses related to strategic alternatives review   $ 7 $ 3 $ 28 $ 3  
Asset groups | asset_group   2   2    
Wireless spectrum licenses            
Licenses   $ 586   $ 586    
Subsequent event            
License sale agreement amount $ 1,000          
Put/Call Agreement            
Business divestiture agreement amount   106   106    
Put/call amount, fair value   6   6    
Maximum            
Amount of debt assumed under a business divestiture agreement   $ 2,000   $ 2,000    
v3.24.3
Intangible Assets - Narrative (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
license
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
license
Sep. 30, 2023
USD ($)
Jun. 30, 2024
license
Dec. 31, 2023
USD ($)
Licenses            
FCC Licenses, number of accounting units | license 12   12   2  
Loss on impairment of licenses $ 136 $ 0 $ 136 $ 0    
Licenses $ 4,576   $ 4,576     $ 4,693
Maximum            
Licenses            
Wireless spectrum license fair value exceeds carrying value 80.00%   80.00%      
Minimum            
Licenses            
Wireless spectrum license fair value exceeds carrying value 9.00%   9.00%      
High-band spectrum            
Licenses            
Licenses $ 161   $ 161      
v3.24.3
Investments in Unconsolidated Entities - Schedule of Investments (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]          
Equity method investments $ 464   $ 464   $ 448
Measurement alternative method investments 5   5   4
Investments recorded using the net asset value practical expedient 9   9   9
Total investments in unconsolidated entities 478 $ 477 478 $ 477 $ 461
Schedule of Equity Method Investments [Line Items]          
Revenues 922 963 2,799 2,906  
Operating expenses 1,012 906 2,802 2,789  
Operating income (90) 57 (3) 117  
Net income (78) 23 (37) 43  
Equity method investments          
Schedule of Equity Method Investments [Line Items]          
Revenues 1,878 1,805 5,541 5,369  
Operating expenses 1,465 1,420 4,293 4,138  
Operating income 413 385 1,248 1,231  
Other income (expense), net 1 (13) 0 (19)  
Net income $ 414 $ 372 $ 1,248 $ 1,212  
v3.24.3
Asset Retirement Obligations (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Asset Retirement Obligation Disclosure [Abstract]  
Balance at beginning of year $ 367
Additional liabilities accrued 4
Revisions in estimated cash outflows 9
Disposition of assets (2)
Accretion expense 15
Balance at end of year $ 393
v3.24.3
Debt - Term Loan Agreements (Details)
$ in Millions
Oct. 31, 2024
USD ($)
Term loan agreements | Subsequent event  
Debt Instrument [Line Items]  
Amount repaid $ 40
v3.24.3
Debt - Receivables Securitization Agreement (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Equipment installment plan receivables $ 1,075 $ 1,151
Receivables securitization agreement    
Debt Instrument [Line Items]    
Amount borrowed during the period 40  
Amount repaid during the period 188  
Amount borrowed and outstanding 2  
Amount available for use 448  
Receivables securitization agreement | Assets pledged    
Debt Instrument [Line Items]    
Equipment installment plan receivables $ 132  
Receivables securitization agreement | Lender's cost of funds    
Debt Instrument [Line Items]    
Contractual spread 1.15%  
v3.24.3
Debt - Narrative (Details)
Apr. 01, 2025
Sep. 30, 2024
Apr. 01, 2024
Debt Instrument [Line Items]      
Consolidated leverage ratio     4.00
Consolidated interest coverage ratio   3.00  
Subsequent event      
Debt Instrument [Line Items]      
Consolidated leverage ratio 3.75    
v3.24.3
Variable Interest Entities - Consolidated Balance Sheet (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Assets      
Cash and cash equivalents $ 272 $ 150  
Accounts receivable 871 900  
Inventory, net 161 199  
Other current assets 21 36  
Licenses 4,576 4,693  
Property, plant and equipment, net 2,504 2,576  
Operating lease right-of-use assets 912 915  
Other assets and deferred charges 619 690  
Assets 10,516 [1] 10,750 [1] $ 10,749
Liabilities      
Current liabilities 909 901  
Long-term operating lease liabilities 813 831  
Other deferred liabilities and credits 579 565  
Consolidated Variable Interest Entities      
Assets      
Cash and cash equivalents 49 24  
Accounts receivable 627 633  
Inventory, net 4 4  
Other current assets 17 30  
Licenses 641 641  
Property, plant and equipment, net 132 143  
Operating lease right-of-use assets 49 48  
Other assets and deferred charges 429 494  
Assets 1,948 2,017  
Liabilities      
Current liabilities 36 37  
Long-term operating lease liabilities 43 42  
Other deferred liabilities and credits 28 29  
Total liabilities $ 107 $ 108  
[1] The consolidated total assets as of September 30, 2024 and December 31, 2023, include assets held by consolidated variable interest entities (VIEs) of $1,047 million and $1,217 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2024 and December 31, 2023, include certain liabilities of consolidated VIEs of $24 million and $26 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 12 — Variable Interest Entities for additional information.
v3.24.3
Variable Interest Entities - Narrative (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Variable Interest Entity [Line Items]      
Investments in unconsolidated entities, maximum exposure $ 5   $ 6
Capital contributions, loans or advances 295 $ 276  
USCC EIP LLC      
Variable Interest Entity [Line Items]      
Capital contributions, loans or advances $ 253 $ 244  
v3.24.3
Business Segment Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]          
Total operating revenues $ 922 $ 963 $ 2,799 $ 2,906  
Selling, general and administrative 324 333 977 1,020  
Depreciation, amortization and accretion 167 159 499 490  
Loss on impairment of licenses 136 0 136 0  
(Gain) loss on asset disposals, net 4 1 14 14  
(Gain) loss on license sales and exchanges, net (2) 0 4 0  
Operating income (90) 57 (3) 117  
Equity in earnings of unconsolidated entities 43 40 123 121  
Interest and dividend income 4 3 9 8  
Interest expense (49) (50) (137) (147)  
Income (loss) before income taxes (92) 50 (8) 99  
Income tax expense (benefit) (14) 27 29 56  
Net income (loss) (78) 23 (37) 43  
Depreciation, amortization and accretion 167 159 499 490  
Expenses related to strategic alternatives review 7 3 28 3  
Loss on impairment of licenses 136 0 136 0  
(Gain) loss on asset disposals, net 4 1 14 14  
(Gain) loss on license sales and exchanges, net (2) 0 4 0  
Interest expense 49 50 137 147  
Income tax expense (benefit) (14) 27 29 56  
Adjusted EBITDA 269 263 810 753  
Investments in unconsolidated entities 478 477 478 477 $ 461
Assets 10,516 [1] 10,749 10,516 [1] 10,749 $ 10,750 [1]
Capital expenditures 120 111 415 462  
Service          
Segment Reporting Information [Line Items]          
Total operating revenues 747 762 2,245 2,289  
Cost of goods and services 180 185 542 557  
Equipment and product sales          
Segment Reporting Information [Line Items]          
Total operating revenues 175 201 554 617  
Cost of goods and services 203 228 630 708  
Intra-company eliminations          
Segment Reporting Information [Line Items]          
Total operating revenues (33) (32) (98) (95)  
Selling, general and administrative 0 0 0 0  
Depreciation, amortization and accretion 0 0 0 0  
Loss on impairment of licenses 0   0    
(Gain) loss on asset disposals, net 0 0 0 0  
(Gain) loss on license sales and exchanges, net 0   0    
Operating income 0 0 0 0  
Depreciation, amortization and accretion 0 0 0 0  
Expenses related to strategic alternatives review 0 0 0 0  
Loss on impairment of licenses 0   0    
(Gain) loss on asset disposals, net 0 0 0 0  
(Gain) loss on license sales and exchanges, net 0   0    
Adjusted EBITDA 0 0 0 0  
Capital expenditures 0 0 0 0  
Intra-company eliminations | Service          
Segment Reporting Information [Line Items]          
Total operating revenues (33) (32) (98) (95)  
Cost of goods and services (33) (32) (98) (95)  
Intra-company eliminations | Equipment and product sales          
Segment Reporting Information [Line Items]          
Total operating revenues 0 0 0 0  
Cost of goods and services 0 0 0 0  
Wireless Segment | Operating Segments          
Segment Reporting Information [Line Items]          
Total operating revenues 896 938 2,722 2,831  
Selling, general and administrative 316 324 953 995  
Depreciation, amortization and accretion 155 148 466 456  
Loss on impairment of licenses 136   136    
(Gain) loss on asset disposals, net 4 1 13 14  
(Gain) loss on license sales and exchanges, net (2)   4    
Operating income (109) 38 (62) 61  
Depreciation, amortization and accretion 155 148 466 456  
Expenses related to strategic alternatives review 7 3 26 3  
Loss on impairment of licenses 136   136    
(Gain) loss on asset disposals, net 4 1 13 14  
(Gain) loss on license sales and exchanges, net (2)   4    
Adjusted EBITDA 191 190 583 534  
Capital expenditures 114 106 400 452  
Wireless Segment | Operating Segments | Service          
Segment Reporting Information [Line Items]          
Total operating revenues 721 737 2,168 2,214  
Cost of goods and services 193 199 582 597  
Wireless Segment | Operating Segments | Equipment and product sales          
Segment Reporting Information [Line Items]          
Total operating revenues 175 201 554 617  
Cost of goods and services 203 228 630 708  
Towers Segment | Operating Segments          
Segment Reporting Information [Line Items]          
Total operating revenues 59 57 175 170  
Selling, general and administrative 8 9 24 25  
Depreciation, amortization and accretion 12 11 33 34  
Loss on impairment of licenses 0   0    
(Gain) loss on asset disposals, net 0 0 1 0  
(Gain) loss on license sales and exchanges, net 0   0    
Operating income 19 19 59 56  
Depreciation, amortization and accretion 12 11 33 34  
Expenses related to strategic alternatives review 0 0 2 0  
Loss on impairment of licenses 0   0    
(Gain) loss on asset disposals, net 0 0 1 0  
(Gain) loss on license sales and exchanges, net 0   0    
Adjusted EBITDA 31 30 95 90  
Capital expenditures 6 5 15 10  
Towers Segment | Operating Segments | Service          
Segment Reporting Information [Line Items]          
Total operating revenues 59 57 175 170  
Cost of goods and services 20 18 58 55  
Towers Segment | Operating Segments | Equipment and product sales          
Segment Reporting Information [Line Items]          
Total operating revenues 0 0 0 0  
Cost of goods and services $ 0 $ 0 $ 0 $ 0  
[1] The consolidated total assets as of September 30, 2024 and December 31, 2023, include assets held by consolidated variable interest entities (VIEs) of $1,047 million and $1,217 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of September 30, 2024 and December 31, 2023, include certain liabilities of consolidated VIEs of $24 million and $26 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 12 — Variable Interest Entities for additional information.
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