Document
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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): April 30, 2020
image1a21.jpg
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)

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

8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices and zip code)

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

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Shares, $1 par value
 
USM
 
New York Stock Exchange
6.95% Senior Notes due 2060
 
UZA
 
New York Stock Exchange
7.25% Senior Notes due 2063
 
UZB
 
New York Stock Exchange
7.25% Senior Notes due 2064
 
UZC
 
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 April 30, 2020, United States Cellular Corporation (U.S. Cellular) issued a news release announcing its results of operations for the period ended March 31, 2020. 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
 
 
 
 
99.2
 
 
 
 
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
 
 
(Registrant)
 
 
 
 
Date:
April 30, 2020
By:
/s/ Douglas W. Chambers
 
 
 
Douglas W. Chambers
 
 
 
Senior Vice President, Chief Financial Officer and Treasurer
 
 
 
(principal financial officer)
 
 
 
 
 
 
 
 
 
 
 
 




Exhibit 99.1   NEWS RELEASE
image2a11.jpg

As previously announced, U.S. Cellular will hold a teleconference May 1, 2020, at 9:00 a.m. CDT. Listen to the call live via the Events & Presentations page of investors.uscellular.com.
 
FOR IMMEDIATE RELEASE
U.S. Cellular reports first quarter 2020 results
Caring for its customers and its associates

 
CHICAGO (April 30, 2020) — United States Cellular Corporation (NYSE:USM) reported total operating revenues of $963 million for the first quarter of 2020, versus $966 million for the same period one year ago. Service revenues totaled $762 million up 3% over the same period a year ago. Net income attributable to U.S. Cellular shareholders and related diluted earnings per share were $71 million and $0.81, respectively, for the first quarter of 2020 compared to $54 million and $0.62, respectively, in the same period one year ago.
“Now, more than ever, wireless connectivity is an essential service, and U.S. Cellular is managing through these unprecedented times by focusing on our customers and our associates, while keeping our network strong,” said Kenneth R. Meyers, U.S. Cellular President and CEO. “Our entire organization has risen to meet this crisis and the massively-changed business environment that has come with it. I thank all our associates, especially those serving our customers on the frontline, for their unwavering commitment to keeping our customers connected. At this time, the majority of our stores are open, with modified store hours, and we have implemented measures to increase social distancing by encouraging the use of our appointment scheduling tool and curbside service for bill payments and other transactions. Most of our customer care center employees have migrated to working remotely while maintaining the exceptional customer service U.S. Cellular is known for.
“We are focused on maintaining the performance of our network, with our engineers working to meet increased demand. We have seen both data consumption and voice traffic increase along the same lines as the rest of the wireless industry. At the same time, customers are consuming more wireless services at home during the day rather than during historical peak usage hours, which has helped balance use of the total network. We continue our network modernization program, adding capacity and speed, and continue to launch 5G services commercially, and VoLTE in remaining markets.
"Our financial results this quarter were solid, including a tax benefit resulting from the CARES Act, partially offset by an incremental allowance recorded to cover anticipated higher levels of bad debts. We expect there might be more near-term impacts from the pandemic, including Iower store traffic and new customer growth. Today's number one priority is to continue to adapt to meet the wireless needs of communities and customers we serve. At the same time, we are planning for the return to a more stable future environment and continuing to execute on our strategic priorities."

1



2020 Estimated Results
U.S. Cellular’s current estimates of full-year 2020 results are shown below. Such estimates represent management’s view as of April 30, 2020 and should not be assumed to be current as of any future date. U.S. Cellular 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, especially in light of the uncertainty created by the COVID-19 pandemic.

 
2020 Estimated Results
 
Previous
Current
(Dollars in millions)
 
 
Service revenues
$3,000-$3,100
Unchanged
Adjusted OIBDA1
$775-$900
$725-$850
Adjusted EBITDA1
$950-$1,075
$900-$1,025
Capital expenditures
$850-$950
Unchanged

The following table provides a reconciliation of Net income to Adjusted OIBDA and Adjusted EBITDA for 2020 estimated results, actual results for the three months ended March 31, 2020, and actual results for the year ended December 31, 2019. In providing 2020 estimated results, U.S. Cellular has not completed the below reconciliation to Net income because it does not provide guidance for income taxes. Although potentially significant, U.S. Cellular believes that the impact of income taxes cannot be reasonably predicted; therefore, U.S. Cellular is unable to provide such guidance.
 
 
 
Actual Results
 
2020 Estimated Results
 
Three Months Ended
March 31, 2020
 
Year Ended
December 31, 2019
(Dollars in millions)
 
 
 
 
 
Net income (GAAP)
N/A

 
$
72

 
$
133

Add back:
 

 
 

 
 

Income tax expense
N/A

 
4

 
52

Income before income taxes (GAAP)
$80-$205

 
$
76

 
$
185

Add back:
 

 
 

 
 

Interest expense
110

 
24

 
110

Depreciation, amortization and accretion expense
690

 
177

 
702

EBITDA (Non-GAAP)1
$880-$1,005

 
$
277

 
$
997

Add back or deduct:
 

 
 

 
 

(Gain) loss on asset disposals, net
20

 
4

 
19

(Gain) loss on sale of business and other exit costs, net

 

 
(1
)
Adjusted EBITDA (Non-GAAP)1
$900-$1,025

 
$
281

 
$
1,015

Deduct:
 

 
 

 
 

Equity in earnings of unconsolidated entities
165

 
45

 
166

Interest and dividend income
10

 
4

 
17

Other, net

 
1

 

Adjusted OIBDA (Non-GAAP)1
$725-$850

 
$
231

 
$
832

1 
EBITDA, 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. U.S. Cellular 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 U.S. Cellular’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 U.S. Cellular’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 March 31, 2020, can be found on U.S. Cellular’s website at investors.uscellular.com.

2



Conference Call Information
U.S. Cellular will hold a conference call on May 1, 2020 at 9:00 a.m. Central Time.
Access the live call on the Events & Presentations page of investors.uscellular.com or at
https://www.webcaster4.com/Webcast/Page/1145/34504
Access the call by phone at (833) 968-2187, conference ID: 1267888.

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 U.S. Cellular
United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to customers with 4.9 million connections in 21 states. The Chicago-based company had 5,500 full- and part-time associates as of March 31, 2020. At the end of the first quarter of 2020, Telephone and Data Systems, Inc. owned 83 percent of U.S. Cellular. For more information about U.S. Cellular, visit uscellular.com.
Contacts
Jane W. McCahon, Senior Vice President - Corporate Relations and Corporate Secretary of TDS
312-592-5379
[email protected]
 
Julie D. Mathews, IRC, Director - Investor Relations of TDS
312-592-5341
[email protected]
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: the impact, duration and severity of the COVID-19 pandemic; intense competition; the ability to execute U.S. Cellular’s business strategy; uncertainties in U.S. Cellular’s future cash flows and liquidity and access to the capital markets; the ability to make payments on U.S. Cellular indebtedness or comply with the terms of debt covenants; impacts of any pending acquisitions/divestitures/exchanges of properties and/or licenses, including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transactions and the financial impacts of such transactions; the ability of the company to successfully manage and grow its markets; the access to and pricing of unbundled network elements; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings of U.S. Cellular debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; pending and future litigation; changes in income tax rates, laws, regulations or rulings; changes in customer growth rates, average monthly revenue per user, churn rates, roaming revenue and terms, the availability of wireless devices, or the mix of services and products offered by U.S. Cellular. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K Current Report used by U.S. Cellular to furnish this press release to the Securities and Exchange Commission, which are incorporated by reference herein.   
 
The impact of the COVID-19 pandemic on U.S. Cellular's business is uncertain, but depending on its duration and severity it could have a material adverse effect on U.S. Cellular's business, financial condition or results of operations.

The impact of the recent global spread of COVID-19 on U.S. Cellular's future operations is uncertain. Public health emergencies, such as COVID-19, pose the risk that U.S. Cellular or its associates, agents, partners and suppliers may be unable to conduct business activities for an extended period of time and/or provide the level of service expected. U.S. Cellular's ability to attract customers, maintain adequate supply chain and execute on its business strategies and initiatives could be negatively impacted by this outbreak. Additionally, COVID-19 has caused and could continue to cause increased unemployment, economic downturn and credit market deterioration, all of which could negatively impact U.S. Cellular. The extent of the impact of COVID-19 on U.S. Cellular's business, financial condition and results of operations will depend on future circumstances, including the severity of the disease, the duration of the outbreak, actions taken by governmental authorities and other possible direct and indirect consequences, all of which are uncertain and cannot be predicted.

For more information about U.S. Cellular, visit:
U.S. Cellular: www.uscellular.com

3



United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended
3/31/2020
 
12/31/2019
 
9/30/2019
 
6/30/2019
 
3/31/2019
Retail Connections
 
 
 
 
 
 
 
 
 
Postpaid
 
 
 
 
 
 
 
 
 
Total at end of period
4,359,000

 
4,383,000

 
4,395,000

 
4,414,000

 
4,440,000

Gross additions
132,000

 
170,000

 
163,000

 
137,000

 
137,000

Feature phones
2,000

 
2,000

 
3,000

 
5,000

 
4,000

Smartphones
88,000

 
128,000

 
121,000

 
97,000

 
98,000

Connected devices
42,000

 
40,000

 
39,000

 
35,000

 
35,000

Net additions (losses)
(26,000
)
 
(12,000
)
 
(19,000
)
 
(26,000
)
 
(32,000
)
Feature phones
(10,000
)
 
(11,000
)
 
(11,000
)
 
(10,000
)
 
(13,000
)
Smartphones
(10,000
)
 
13,000

 
9,000

 
(1,000
)
 
(1,000
)
Connected devices
(6,000
)
 
(14,000
)
 
(17,000
)
 
(15,000
)
 
(18,000
)
ARPU1
$
47.23

 
$
46.57

 
$
46.16

 
$
45.90

 
$
45.44

ARPA2
$
122.92

 
$
120.99

 
$
119.87

 
$
119.46

 
$
118.84

Churn rate3
1.21
%
 
1.38
%
 
1.38
%
 
1.23
%
 
1.26
%
Handsets
0.95
%
 
1.11
%
 
1.09
%
 
0.97
%
 
0.99
%
Connected devices
3.11
%
 
3.44
%
 
3.44
%
 
3.01
%
 
3.08
%
Prepaid
 
 
 
 
 
 
 
 
 
Total at end of period
494,000

 
506,000

 
510,000

 
500,000

 
503,000

Gross additions
57,000

 
63,000

 
70,000

 
61,000

 
61,000

Net additions (losses)
(12,000
)
 
(3,000
)
 
9,000

 
(2,000
)
 
(13,000
)
ARPU1
$
34.07

 
$
34.11

 
$
34.35

 
$
34.43

 
$
33.44

Churn rate3
4.67
%
 
4.40
%
 
4.03
%
 
4.20
%
 
4.92
%
Total connections at end of period4
4,903,000

 
4,941,000

 
4,957,000

 
4,967,000

 
4,995,000

Market penetration at end of period
 
 
 
 
 
 
 
 
 
Consolidated operating population
31,292,000

 
30,740,000

 
31,310,000

 
31,310,000

 
31,310,000

Consolidated operating penetration5
16
%
 
16
%
 
16
%
 
16
%
 
16
%
Capital expenditures (millions)
$
236

 
$
243

 
$
170

 
$
195

 
$
102

Total cell sites in service
6,629

 
6,578

 
6,554

 
6,535

 
6,506

Owned towers
4,184

 
4,166

 
4,123

 
4,116

 
4,106

1 
Average 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.
2 
Average 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.
3 
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.
4 
Includes reseller and other connections.
5 
Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total population of consolidated operating markets as estimated by Nielsen.

4



United States Cellular Corporation
Consolidated Statement of Operations Highlights
(Unaudited)
 
 
 
Three Months Ended
March 31,
 
2020
 
2019
 
2020 vs. 2019
(Dollars and shares in millions, except per share amounts)
 
 
 
 
 
Operating revenues
 

 
 

 
 

Service
$
762

 
$
741

 
3
 %
Equipment sales
201

 
225

 
(10
)%
Total operating revenues
963


966



 
 
 
 
 
 
Operating expenses
 

 
 

 
 

System operations (excluding Depreciation, amortization and accretion reported below)
180

 
176

 
2
 %
Cost of equipment sold
217

 
233

 
(7
)%
Selling, general and administrative
335

 
326

 
3
 %
Depreciation, amortization and accretion
177

 
169

 
5
 %
(Gain) loss on asset disposals, net
4

 
2

 
72
 %
(Gain) loss on sale of business and other exit costs, net

 
(2
)
 
N/M

(Gain) loss on license sales and exchanges, net

 
(2
)
 
N/M

Total operating expenses
913

 
902


1
 %
 


 


 
 
Operating income
50

 
64


(22
)%
 
 
 
 
 
 
Investment and other income (expense)
 

 
 

 
 

Equity in earnings of unconsolidated entities
45

 
44

 
3
 %
Interest and dividend income
4

 
6

 
(33
)%
Interest expense
(24
)
 
(29
)
 
19
 %
Other, net
1

 

 
(86
)%
Total investment and other income
26

 
21

 
23
 %
 
 
 
 
 
 
Income before income taxes
76

 
85

 
(11
)%
Income tax expense
4

 
27

 
(86
)%
Net income
72

 
58

 
24
 %
Less: Net income attributable to noncontrolling interests, net of tax
1

 
4

 
(69
)%
Net income attributable to U.S. Cellular shareholders
$
71

 
$
54

 
30
 %
 
 
 
 
 
 
Basic weighted average shares outstanding
86

 
86

 

Basic earnings per share attributable to U.S. Cellular shareholders
$
0.82

 
$
0.63

 
30
 %



 


 
 
Diluted weighted average shares outstanding
88

 
88

 
(1
)%
Diluted earnings per share attributable to U.S. Cellular shareholders
$
0.81

 
$
0.62

 
31
 %
N/M - Percentage change not meaningful


5



United States Cellular Corporation
Consolidated Statement of Cash Flows
(Unaudited)
 
Three Months Ended
March 31,
 
2020
 
2019
(Dollars in millions)
 
 
 
Cash flows from operating activities
 
 
 
Net income
$
72

 
$
58

Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
 

 
 

Depreciation, amortization and accretion
177

 
169

Bad debts expense
33

 
24

Stock-based compensation expense
7

 
9

Deferred income taxes, net
52

 
17

Equity in earnings of unconsolidated entities
(45
)
 
(44
)
Distributions from unconsolidated entities
24

 
18

(Gain) loss on asset disposals, net
4

 
2

(Gain) loss on sale of business and other exit costs, net

 
(2
)
(Gain) loss on license sales and exchanges, net

 
(2
)
Other operating activities

 
1

Changes in assets and liabilities from operations
 
 
 
Accounts receivable
55

 
31

Equipment installment plans receivable
23

 
(10
)
Inventory
(50
)
 
(15
)
Accounts payable
97

 
56

Customer deposits and deferred revenues
(10
)
 
7

Accrued taxes
(49
)
 
11

Accrued interest
9

 
9

Other assets and liabilities
(57
)
 
(52
)
Net cash provided by operating activities
342

 
287

 
 
 
 
Cash flows from investing activities
 
 
 
Cash paid for additions to property, plant and equipment
(315
)
 
(107
)
Cash paid for licenses
(26
)
 
(1
)
Cash received from investments

 
2

Cash paid for investments
(1
)
 
(1
)
Cash received from divestitures and exchanges

 
31

Advance payments for license acquisitions

 
(135
)
Other investing activities

 
(1
)
Net cash used in investing activities
(342
)
 
(212
)
 
 
 
 
Cash flows from financing activities
 
 
 
Repayment of long-term debt
(2
)
 
(5
)
Repurchase of Common Shares
(21
)
 

Distributions to noncontrolling interests
(1
)
 
(1
)
Net cash used in financing activities
(24
)
 
(6
)
 
 
 
 
Net increase (decrease) in cash, cash equivalents and restricted cash
(24
)
 
69

 
 
 
 
Cash, cash equivalents and restricted cash
 
 
 
Beginning of period
291

 
583

End of period
$
267

 
$
652



6



United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
 
ASSETS
 
 
 
 
 
March 31, 2020
 
December 31, 2019
(Dollars in millions)
 
 
 
Current assets
 

 
 

Cash and cash equivalents
$
258

 
$
285

Accounts receivable, net
930

 
1,010

Inventory, net
212

 
162

Prepaid expenses
58

 
50

Income taxes receivable
96

 
46

Other current assets
22

 
20

Total current assets
1,576

 
1,573

 
 
 
 
Licenses
2,502

 
2,471

 
 
 
 
Investments in unconsolidated entities
469

 
447

 
 
 
 
Property, plant and equipment, net
2,268

 
2,207

 
 
 
 
Operating lease right-of-use assets
902

 
900

 
 
 
 
Other assets and deferred charges
534

 
566

 
 
 
 
Total assets
$
8,251

 
$
8,164



7



United States Cellular Corporation
Consolidated Balance Sheet Highlights
(Unaudited)
 
LIABILITIES AND EQUITY
 
 
 
 
 
March 31, 2020
 
December 31, 2019
(Dollars in millions, except per share amounts)
 
 
 
Current liabilities
 

 
 

Current portion of long-term debt
$
6

 
$
8

Accounts payable
328

 
304

Customer deposits and deferred revenues
139

 
148

Accrued taxes
27

 
30

Accrued compensation
47

 
76

Short-term operating lease liabilities
109

 
105

Other current liabilities
66

 
79

Total current liabilities
722

 
750

 
 
 
 
Deferred liabilities and credits
 

 
 

Deferred income tax liability, net
559

 
507

Long-term operating lease liabilities
865

 
865

Other deferred liabilities and credits
327

 
319

 
 
 
 
Long-term debt, net
1,503

 
1,502

 
 
 
 
Noncontrolling interests with redemption features
11

 
11

 
 
 
 
Equity
 

 
 

U.S. Cellular shareholders’ equity
 

 
 

Series A Common and Common Shares, par value $1 per share
88

 
88

Additional paid-in capital
1,636

 
1,629

Treasury shares
(92
)
 
(70
)
Retained earnings
2,620

 
2,550

Total U.S. Cellular shareholders’ equity
4,252

 
4,197

 
 
 
 
Noncontrolling interests
12

 
13

 
 
 
 
Total equity
4,264

 
4,210

 
 
 
 
Total liabilities and equity
$
8,251

 
$
8,164



8



United States Cellular Corporation
Financial Measures and Reconciliations
(Unaudited)
Free Cash Flow
 
Three Months Ended
March 31,
 
2020
 
2019
(Dollars in millions)
 
 
 
Cash flows from operating activities (GAAP)
$
342

 
$
287

Less: Cash paid for additions to property, plant and equipment
315

 
107

Free cash flow (Non-GAAP)1
$
27

 
$
180

1 
Free cash flow is a non-GAAP financial measure which U.S. Cellular 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


Exhibit 99.2
 
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT
 
 
This Form 8-K and/or press release attached to this Form 8-K contain 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 U.S. Cellular 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 the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K. Each of the following risks could have a material adverse effect on U.S. Cellular’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. U.S. Cellular 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 the most recent filing of U.S. Cellular’s Form 10-K, as updated by any U.S. Cellular Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to U.S. Cellular’s business, financial condition or results of operations.
The impact of the COVID-19 pandemic on U.S. Cellular's business is uncertain, but depending on its duration and severity it could have a material adverse effect on U.S. Cellular's business, financial condition or results of operations.
Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular’s revenues or increase its costs to compete.
A failure by U.S. Cellular to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, divestitures and exchanges) or allocate resources or capital effectively could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
Uncertainty in U.S. Cellular’s future cash flow and liquidity or the inability to access capital, deterioration in the capital markets, other changes in U.S. Cellular’s performance or market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development or acquisition programs, reduce the amount of wireless spectrum licenses acquired, and/or reduce or cease share repurchases.
U.S. Cellular 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.
Changes in roaming practices or other factors could cause U.S. Cellular's roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact U.S. Cellular's ability to service its customers in geographic areas where U.S. Cellular does not have its own network, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.
A failure by U.S. Cellular 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 U.S. Cellular’s business, financial condition or results of operations.
To the extent conducted by the FCC, U.S. Cellular may participate in FCC auctions for additional spectrum or for funding in certain Universal Service programs in the future directly or indirectly and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S. Cellular.
Failure by U.S. Cellular to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect U.S. Cellular’s business, financial condition or results of operations.
An inability to attract 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 U.S. Cellular's business, financial condition or results of operations.
U.S. Cellular’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.





U.S. Cellular’s smaller scale relative to larger competitors that may have greater financial and other resources than U.S. Cellular could cause U.S. Cellular to be unable to compete successfully, which could adversely affect its 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 U.S. Cellular’s business, financial condition or results of operations.  
Advances or changes in technology could render certain technologies used by U.S. Cellular obsolete, could put U.S. Cellular at a competitive disadvantage, could reduce U.S. Cellular’s revenues or could increase its costs of doing business.
Complexities associated with deploying new technologies present substantial risk and U.S. Cellular investments in unproven technologies may not produce the benefits that U.S. Cellular expects.
U.S. Cellular receives regulatory support and is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
Changes in U.S. Cellular’s enterprise value, changes in the market supply or demand for wireless spectrum licenses, adverse developments in the business or the industry in which U.S. Cellular is involved and/or other factors could require U.S. Cellular to recognize impairments in the carrying value of its wireless spectrum licenses and/or physical assets.
Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of U.S. Cellular’s business could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
A failure by U.S. Cellular 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 U.S. Cellular does business, including changes in U.S. Cellular's relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retailers who market U.S. Cellular’s services, could adversely affect U.S. Cellular’s business, financial condition or results of operations.
U.S. Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S. Cellular’s financial condition or results of operations.
A failure by U.S. Cellular to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
U.S. Cellular 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 U.S. Cellular's business, financial condition or results of operations.
Changes in facts or circumstances, including new or additional information, could require U.S. Cellular to record adjustments to amounts reflected in the financial statements, which could have an adverse effect on U.S. Cellular’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 U.S. Cellular’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 U.S. Cellular’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 U.S. Cellular’s business, financial condition or results of operations.
The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on U.S. Cellular’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 U.S. Cellular from using necessary technology to provide products or services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.
There are potential conflicts of interests between TDS and U.S. Cellular.





Certain matters, such as control by TDS and provisions in the U.S. Cellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular or have other consequences.
The market price of U.S. Cellular’s Common Shares is subject to fluctuations due to a variety of factors.
Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from U.S. Cellular’s forward-looking estimates by a material amount.