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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2024
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-09712 | | 62-1147325 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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).
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| ☐ | 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
As previously announced, on May 24, 2024, Telephone and Data Systems, Inc. (TDS), United States Cellular Corporation (UScellular), T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC entered into a Securities Purchase Agreement (Purchase Agreement) pursuant to which, among other items, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile for $4.4 billion, payable in cash and the assumption of certain debt, subject to certain potential adjustments as further described in the Purchase Agreement (Transaction).
In its Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, UScellular reported its operations in one reportable segment.
Due to the planned disposal of the UScellular wireless operations pursuant to the Purchase Agreement, UScellular is disaggregating its reportable segments to provide relevant financial information for both internal reporting and external reporting purposes. Effective for the quarter ending June 30, 2024, UScellular will have two reportable segments:
•“Wireless”: Operation of wireless network and provision of wireless services in markets throughout the United States
•“Towers”: Operation of owned cell towers to lease space to wireless carriers, including the Wireless business as well as third-party carriers
UScellular is providing updated financial information in Exhibit 99.1 to report historical financial performance under the new segment structure for the quarterly and annual periods of 2022, 2023 and 2024. This information includes certain non-GAAP financial measures that are useful in evaluating the effectiveness of operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.
UScellular intends to begin reporting its financial results based on the new segment structure with the filing of its Quarterly Report on Form 10-Q for the quarter ending June 30, 2024, with prior periods reported accordingly.
Item 7.01. Regulation FD Disclosure
UScellular made available an investor presentation to provide additional details on its tower operations in the context of the Transaction. A copy of the investor presentation is furnished herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number | | Description of Exhibits |
| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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| SIGNATURES |
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| 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. |
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| | | UNITED STATES CELLULAR CORPORATION |
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| Date: | July 16, 2024 | By: | /s/ Douglas W. Chambers |
| | | | Douglas W. Chambers |
| | | | Executive Vice President, Chief Financial Officer and Treasurer |
