8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2022

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09712	62-1147325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (773) 399-8900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, $1 par value	USM	New York Stock Exchange
6.25% Senior Notes due 2069	UZD	New York Stock Exchange
5.50% Senior Notes due 2070	UZE	New York Stock Exchange
5.50% Senior Notes due 2070	UZF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.  Results of Operations and Financial Condition

On November 3, 2022, United States Cellular Corporation (UScellular) issued a news release announcing its results of operations for the period ended September 30, 2022. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit Number	Description of Exhibits
99.1	Earnings Press Release dated November 3, 2022
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		UNITED STATES CELLULAR CORPORATION
Date:	November 3, 2022	By:	/s/ Douglas W. Chambers
			Douglas W. Chambers
			Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1   NEWS RELEASE

As previously announced, UScellular will hold a teleconference on November 4, 2022, at 9:00 a.m. CDT. Listen to the call live via the Events & Presentations page ofinvestors.uscellular.com.

FOR IMMEDIATE RELEASE

UScellular reports thirdquarter2022results

CHICAGO (November 3, 2022) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $1,083 million for the third quarter of 2022, versus $1,016 million for the same period one year ago. Service revenues totaled $781 million, versus $788 million for the same period one year ago. Net income (loss) attributable to UScellular shareholders and related diluted earnings (loss) per share were $(12) million and $(0.15), respectively, for the third quarter of 2022 compared to $34 million and $0.38, respectively, in the same period one year ago.

“While postpaid subscriber growth remains challenging, we are intensely focused on changing the trajectory," said Laurent Therivel, UScellular President and CEO. "I am encouraged that recent offers are beginning to generate significant upgrade volumes which should have a positive impact on churn in future periods.

“UScellular continues to make progress on its long-term strategic priorities while reporting another strong quarter of ARPU growth. And we are seeing continued momentum in a number of growth areas of the business, including our tower portfolio and fixed wireless.

"I’m impressed with the hard work of our associates and their commitment to keeping our customers connected. I'd like to thank all of them for their contributions this quarter."

1

2022Estimated Results

UScellular’s current estimates of full-year 2022 results are shown below. Such estimates represent management’s view as of November 3, 2022 and should not be assumed to be current as of any future date. UScellular undertakes no duty to update such estimates, whether as a result of new information, future events, or otherwise. There can be no assurance that final results will not differ materially from estimated results.

	2022 Estimated Results
	Previous	Current
(Dollars in millions)
Service revenues	$3,100-$3,200	$3,100-$3,150
Adjusted OIBDA1	$750-$900	$750-$825
Adjusted EBITDA1	$925-$1,075	$925-$1,000
Capital expenditures	$700-$800	Unchanged

The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income or Income before income taxes. In providing 2022 estimated results, UScellular has not completed the below reconciliation to Net income because it does not provide guidance for income taxes. Although potentially significant, UScellular believes that the impact of income taxes cannot be reasonably predicted; therefore, UScellular is unable to provide such guidance.

		Actual Results
	2022 Estimated Results	Nine Months Ended September 30, 2022		Year Ended December 31, 2021
(Dollars in millions)
Net income (GAAP)	N/A	$	62	$	160
Add back:
Income tax expense	N/A	46		20
Income before income taxes (GAAP)	$45-$120	$	108	$	180
Add back:
Interest expense	160	115		175
Depreciation, amortization and accretion expense	705	520		678
EBITDA (Non-GAAP)1	$910-$985	$	743	$	1,033
Add back or deduct:
Loss on impairment of licenses	—	3		—
(Gain) loss on asset disposals, net	15	9		23
(Gain) loss on sale of business and other exit costs, net	—	(1)		(2)
Adjusted EBITDA (Non-GAAP)1	$925-$1,000	$	754	$	1,054
Deduct:
Equity in earnings of unconsolidated entities	170	122		179
Interest and dividend income	5	5		6
Adjusted OIBDA (Non-GAAP)1	$750-$825	$	627	$	869

1EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation above. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. UScellular does not intend to imply that any such items set forth in the reconciliation above are non-recurring, infrequent or unusual; such items may occur in the future. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of UScellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of UScellular’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains and losses, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The table above reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income or Income before income taxes. Additional information and reconciliations related to Non-GAAP financial measures for September 30, 2022, can be found on UScellular’s website at investors.uscellular.com.

2

Stock Repurchase

During the third quarter of 2022, UScellular repurchased 352,635 of its Common Shares for $10 million.

Conference Call Information

UScellular will hold a conference call on November 4, 2022 at 9:00 a.m. Central Time.

▪Access the live call on the Events & Presentations page of investors.uscellular.com or at

https://events.q4inc.com/attendee/549676635?t=1666384542862

▪Access the call by phone at (888)330-2384 conference ID: 1328528.

Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.uscellular.com. The call will be archived on the Events & Presentations page of investors.uscellular.com.

About UScellular

United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to customers with 4.8 million retail connections in 21 states. The Chicago-based company had 4,900 full- and part-time associates as of September 30, 2022. At the end of the third quarter of 2022, Telephone and Data Systems, Inc. owned 83 percent of UScellular. For more information about UScellular, visit uscellular.com.

Contacts

Colleen Thompson, Vice President - Corporate Relations of TDS

colleen.thompson@tdsinc.com

Julie Mathews, IRC, Director - Investor Relations of TDS

julie.mathews@tdsinc.com

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: intense competition; the ability to attract people of outstanding talent throughout all levels of the organization; UScellular's smaller scale relative to larger competitors; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; the ability to obtain access to adequate radio spectrum to meet current or anticipated future needs, including participation in FCC auctions; changes in demand, consumer preferences and perceptions, price competition, or churn rates; advances in technology; impacts of costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of UScellular's businesses; the ability of the company to successfully construct and manage its networks; uncertainties in UScellular’s future cash flows and liquidity and access to the capital markets; the ability to make payments on UScellular indebtedness or comply with the terms of debt covenants; conditions in the U.S. telecommunications industry; the value of assets and investments; the state and federal regulatory environment; pending and future litigation; cyber-attacks or other breaches of network or information technology security; potential conflicts of interests between TDS and UScellular; disruption in credit or other financial markets; deterioration of U.S. or global economic conditions; the impact, duration and severity of public health emergencies, such as the COVID-19 pandemic. Investors are encouraged to consider these and other risks and uncertainties that are more fully described under “Risk Factors” in the most recent filing of UScellular's Form 10-K, as updated by any UScellular Form 10-Q filed subsequent to such Form 10-K.

For more information about UScellular, visit: www.uscellular.com

3

UnitedStates Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended	9/30/2022			6/30/2022			3/31/2022			12/31/2021			9/30/2021
Retail Connections
Postpaid
Total at end of period	4,264,000			4,296,000			4,335,000			4,380,000			4,391,000
Gross additions	151,000			128,000			126,000			165,000			145,000
Feature phones	5,000			4,000			2,000			3,000			2,000
Smartphones	102,000			90,000			89,000			122,000			103,000
Connected devices	44,000			34,000			35,000			40,000			40,000
Net additions (losses)	(31,000)			(40,000)			(44,000)			(12,000)			(8,000)
Feature phones	(6,000)			(8,000)			(10,000)			(7,000)			(7,000)
Smartphones	(16,000)			(23,000)			(26,000)			5,000			2,000
Connected devices	(9,000)			(9,000)			(8,000)			(10,000)			(3,000)
ARPU1,2	$	50.21		$	50.07		$	49.71		$	48.62		$	48.12
ARPA1,3	$	130.27		$	130.43		$	129.93		$	127.14		$	125.99
Churn rate4	1.42		%	1.30		%	1.30		%	1.35		%	1.15		%
Handsets	1.15		%	1.10		%	1.10		%	1.10		%	0.95		%
Connected devices	3.40		%	2.73		%	2.70		%	3.08		%	2.59		%
Prepaid
Total at end of period	493,000			490,000			495,000			513,000			518,000
Gross additions	62,000			56,000			55,000			63,000			74,000
Net additions (losses)	2,000			(4,000)			(18,000)			(5,000)			11,000
ARPU2	$	35.04		$	35.25		$	34.59		$	34.53		$	35.05
Churn rate4	4.07		%	4.07		%	4.84		%	4.39		%	4.09		%
Market penetration at end of period
Consolidated operating population	32,370,000			32,370,000			32,370,000			32,127,000			31,865,000
Consolidated operating penetration5	15		%	15		%	15		%	15		%	16		%
Capital expenditures (millions)	$	136		$	268		$	137		$	321		$	185
Total cell sites in service	6,933			6,916			6,899			6,898			6,857
Owned towers	4,329			4,323			4,310			4,301			4,274

1Q3 2021 Postpaid ARPU and ARPA amounts exclude $9 million of postpaid revenue related to an out-of-period error recorded in that quarter.

2Average Revenue Per User (ARPU) - metric is calculated by dividing a revenue base by an average number of connections and by the number of months in the period. These revenue bases and connection populations are shown below:

•Postpaid ARPU consists of total postpaid service revenues and postpaid connections.

•Prepaid ARPU consists of total prepaid service revenues and prepaid connections.

3Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.

4Churn rate represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.

5Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total estimated population of consolidated operating markets.

4

United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2022		2021		2022 vs. 2021		2022		2021		2022 vs. 2021
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service1	$	781	$	788	(1)	%	$	2,351	$	2,333	1	%
Equipment sales	302		228		32	%	769		720		7	%
Total operating revenues	1,083		1,016		7	%	3,120		3,053		2	%
Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)	197		205		(4)	%	574		594		(3)	%
Cost of equipment sold	354		252		40	%	887		786		13	%
Selling, general and administrative	369		346		7	%	1,032		984		5	%
Depreciation, amortization and accretion	177		160		10	%	520		510		2	%
Loss on impairment of licenses	—		—		—		3		—		N/M
(Gain) loss on asset disposals, net	1		8		(89)	%	9		15		(43)	%
(Gain) loss on sale of business and other exit costs, net	—		—		8	%	(1)		(1)		40	%
Total operating expenses	1,098		971		13	%	3,024		2,888		5	%
Operating income (loss)	(15)		45		N/M		96		165		(42)	%
Investment and other income (expense)
Equity in earnings of unconsolidated entities	40		48		(17)	%	122		137		(11)	%
Interest and dividend income	2		1		37	%	5		5		11	%
Interest expense	(42)		(45)		6	%	(115)		(144)		20	%
Total investment and other income (expense)	—		4		N/M		12		(2)		N/M
Income (loss) before income taxes	(15)		49		N/M		108		163		(34)	%
Income tax expense (benefit)	(3)		14		N/M		46		31		48	%
Net income (loss)	(12)		35		N/M		62		132		(53)	%
Less: Net income attributable to noncontrolling interests, net of tax	—		1		(38)	%	4		4		12	%
Net income (loss) attributable to UScellular shareholders	$	(12)	$	34	N/M		$	58	$	128	(55)	%
Basic weighted average shares outstanding	85		86		(1)	%	86		87		(1)	%
Basic earnings (loss) per share attributable to UScellular shareholders	$	(0.15)	$	0.39	N/M		$	0.68	$	1.48	(54)	%
Diluted weighted average shares outstanding	85		87		(2)	%	87		88		(1)	%
Diluted earnings (loss) per share attributable to UScellular shareholders	$	(0.15)	$	0.38	N/M		$	0.67	$	1.46	(54)	%

N/M - Percentage change not meaningful

1During the three months ended September 30, 2021, UScellular recorded a $9 million out-of-period error, which increased Service revenue by $9 million for the three and nine months ended September 30, 2021.

5

United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
	Nine Months Ended September 30,
	2022		2021
(Dollars in millions)
Cash flows from operating activities
Net income	$	62	$	132
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion	520		510
Bad debts expense	93		34
Stock-based compensation expense	18		20
Deferred income taxes, net	31		47
Equity in earnings of unconsolidated entities	(122)		(137)
Distributions from unconsolidated entities	100		106
Loss on impairment of licenses	3		—
(Gain) loss on asset disposals, net	9		15
(Gain) loss on sale of business and other exit costs, net	(1)		(1)
Other operating activities	6		31
Changes in assets and liabilities from operations
Accounts receivable	(54)		19
Equipment installment plans receivable	(131)		(44)
Inventory	(71)		10
Accounts payable	(7)		(33)
Customer deposits and deferred revenues	27		10
Accrued taxes	134		(36)
Accrued interest	10		7
Other assets and liabilities	25		(23)
Net cash provided by operating activities	652		667
Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(409)		(456)
Cash paid for licenses	(575)		(1,263)
Cash received from investments	—		3
Cash received from divestitures and exchanges	8		2
Advance payments for license acquisitions	—		(20)
Other investing activities	—		2
Net cash used in investing activities	(976)		(1,732)
Cash flows from financing activities
Issuance of long-term debt	725		1,217
Repayment of long-term debt	(327)		(1,117)
Issuance of short-term debt	110		—
Repayment of short-term debt	(50)		—
Common Shares reissued for benefit plans, net of tax payments	(5)		(16)
Repurchase of Common Shares	(28)		(21)
Payment of debt issuance costs	(1)		(20)
Distributions to noncontrolling interests	(3)		(2)
Other financing activities	(7)		(4)
Net cash provided by financing activities	414		37
Net increase (decrease) in cash, cash equivalents and restricted cash	90		(1,028)
Cash, cash equivalents and restricted cash
Beginning of period	199		1,291
End of period	$	289	$	263

6

United States CellularCorporation
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
	September 30, 2022		December 31, 2021
(Dollars in millions)
Current assets
Cash and cash equivalents	$	254	$	156
Accounts receivable, net	1,075		1,046
Inventory, net	243		173
Prepaid expenses	61		58
Income taxes receivable	1		123
Other current assets	41		49
Total current assets	1,675		1,605
Assets held for sale	29		18
Licenses	4,680		4,088
Investments in unconsolidated entities	461		439
Property, plant and equipment, net	2,631		2,606
Operating lease right-of-use assets	932		959
Other assets and deferred charges	648		626
Total assets	$	11,056	$	10,341

7

United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
	September 30, 2022		December 31, 2021
(Dollars in millions, except per share amounts)
Current liabilities
Current portion of long-term debt	$	11	$	3
Accounts payable	348		360
Customer deposits and deferred revenues	218		191
Accrued taxes	36		33
Accrued compensation	62		83
Short-term operating lease liabilities	133		129
Other current liabilities	291		104
Total current liabilities	1,099		903
Deferred liabilities and credits
Deferred income tax liability, net	705		674
Long-term operating lease liabilities	859		889
Other deferred liabilities and credits	661		573
Long-term debt, net	3,115		2,728
Noncontrollinginterests with redemption features	12		11
Equity
UScellular shareholders’ equity
Series A Common and Common Shares, par value $1.00 per share	88		88
Additional paid-in capital	1,696		1,678
Treasury shares	(85)		(68)
Retained earnings	2,890		2,849
Total UScellular shareholders’ equity	4,589		4,547
Noncontrolling interests	16		16
Total equity	4,605		4,563
Total liabilities and equity	$	11,056	$	10,341

8

United States Cellular Corporation

Financial Measures and Reconciliations

(Unaudited)

Free Cash Flow

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Dollars in millions)
Cash flows from operating activities (GAAP)	$	73	$	304	$	652	$	667
Less: Cash paid for additions to property, plant and equipment	121		175		409		456
Free cash flow (Non-GAAP)1	$	(48)	$	129	$	243	$	211

1Free cash flow is a non-GAAP financial measure which UScellular believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment.

9

XML

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Entity Central Index Key	0000821130
Document Type	8-K
Document Period End Date	Nov. 03, 2022
Entity Registrant Name	UNITED STATES CELLULAR CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-09712
Entity Tax Identification Number	62-1147325
Entity Address, Address Line One	8410 West Bryn Mawr
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	(773)
Local Phone Number	399-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Common Shares
Title of 12(b) Security	Common Shares, $1 par value
Trading Symbol	USM
Security Exchange Name	NYSE
6.25% 2069 Senior Notes
Title of 12(b) Security	6.25% Senior Notes due 2069
Trading Symbol	UZD
Security Exchange Name	NYSE
5.5% 2070 Senior Notes
Title of 12(b) Security	5.50% Senior Notes due 2070
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Security Exchange Name	NYSE
5.5% 2070 Senior Notes
Title of 12(b) Security	5.50% Senior Notes due 2070
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