ARRAY DIGITAL INFRASTRUCTURE, INC. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements and Supplementary Data Page No. Financial Statements 44 Consolidated Statement of Operations 44 Consolidated Statement of Cash Flows 45 Consolidated Balance Sheet – Assets 46 Consolidated Balance Sheet – Liabilities and Equity 47 Consolidated Statement of Changes in Equity 48 Notes to Consolidated Financial Statements 51 Reports of Management 75 Report of Independent Registered Public Accounting Firm 76 43 Index to Financial Statements and Supplementary Data Financial Statements United States Cellular Corporation Consolidated Statement of Operations Year Ended December 31, 2023 2022 2021 (Dollars and shares in millions, except per share amounts) Operating revenues Service $ 3,044 $ 3,125 $ 3,115 Equipment sales 862 1,044 1,007 Total operating revenues 3,906 4,169 4,122 Operating expenses System operations (excluding Depreciation, amortization and accretion reported below) 740 755 790 Cost of equipment sold 988 1,216 1,118 Selling, general and administrative 1,368 1,408 1,345 Depreciation, amortization and accretion 656 700 678 Loss on impairment of licenses — 3 — (Gain) loss on asset disposals, net 17 19 23 (Gain) loss on sale of business and other exit costs, net — ( 1 ) ( 2 ) (Gain) loss on license sales and exchanges, net ( 2 ) — — Total operating expenses 3,767 4,100 3,952 Operating income 139 69 170 Investment and other income (expense) Equity in earnings of unconsolidated entities 158 158 179 Interest and dividend income 10 8 6 Interest expense ( 196 ) ( 163 ) ( 175 ) Total investment and other income (expense) ( 28 ) 3 10 Income before income taxes 111 72 180 Income tax expense 53 37 20 Net income 58 35 160 Less: Net income attributable to noncontrolling interests, net of tax 4 5 5 Net income attributable to UScellular shareholders $ 54 $ 30 $ 155 Basic weighted average shares outstanding 85 85 86 Basic earnings per share attributable to UScellular shareholders $ 0.64 $ 0.35 $ 1.80 Diluted weighted average shares outstanding 87 86 87 Diluted earnings per share attributable to UScellular shareholders $ 0.63 $ 0.35 $ 1.77 The accompanying notes are an integral part of these consolidated financial statements. 44 Index to Financial Statements and Supplementary Data United States Cellular Corporation Consolidated Statement of Cash Flows Year Ended December 31, 2023 2022 2021 (Dollars in millions) Cash flows from operating activities Net income $ 58 $ 35 $ 160 Add (deduct) adjustments to reconcile net income to net cash flows from operating activities Depreciation, amortization and accretion 656 700 678 Bad debts expense 104 132 56 Stock-based compensation expense 23 24 27 Deferred income taxes, net 47 33 41 Equity in earnings of unconsolidated entities ( 158 ) ( 158 ) ( 179 ) Distributions from unconsolidated entities 150 145 176 Loss on impairment of licenses — 3 — (Gain) loss on asset disposals, net 17 19 23 (Gain) loss on sale of business and other exit costs, net — ( 1 ) ( 2 ) (Gain) loss on license sales and exchanges, net ( 2 ) — — Other operating activities 6 9 33 Changes in assets and liabilities from operations Accounts receivable 17 ( 59 ) ( 27 ) Equipment installment plans receivable ( 20 ) ( 199 ) ( 116 ) Inventory 62 ( 88 ) ( 27 ) Accounts payable ( 85 ) 12 ( 57 ) Customer deposits and deferred revenues ( 9 ) 47 40 Accrued taxes — 121 ( 41 ) Other assets and liabilities — 57 17 Net cash provided by operating activities 866 832 802 Cash flows from investing activities Cash paid for additions to property, plant and equipment ( 608 ) ( 602 ) ( 724 ) Cash paid for licenses ( 130 ) ( 585 ) ( 1,302 ) Advance payments for license acquisitions — — ( 20 ) Other investing activities 17 8 10 Net cash used in investing activities ( 721 ) ( 1,179 ) ( 2,036 ) Cash flows from financing activities Issuance of long-term debt 315 800 1,342 Repayment of long-term debt ( 453 ) ( 329 ) ( 1,118 ) Issuance of short-term debt — 110 — Repayment of short-term debt ( 60 ) ( 50 ) — Common Shares reissued for benefit plans, net of tax payments ( 6 ) ( 5 ) ( 16 ) Repurchase of Common Shares — ( 43 ) ( 31 ) Payment of debt issuance costs ( 1 ) ( 1 ) ( 22 ) Distributions to noncontrolling interests ( 3 ) ( 3 ) ( 3 ) Cash paid for software license agreements ( 66 ) ( 22 ) ( 9 ) Other financing activities — ( 1 ) ( 1 ) Net cash provided by (used in) financing activities ( 274 ) 456 142 Net increase (decrease) in cash, cash equivalents and restricted cash ( 129 ) 109 ( 1,092 ) Cash, cash equivalents and restricted cash Beginning of period 308 199 1,291 End of period $ 179 $ 308 $ 199 The accompanying notes are an integral part of these consolidated financial statements. 45 Index to Financial Statements and Supplementary Data United States Cellular Corporation Consolidated Balance Sheet — Assets December 31, 2023 2022 (Dollars in millions) Current assets Cash and cash equivalents $ 150 $ 273 Accounts receivable Customers and agents, less allowances of $ 66 and $ 70 , respectively 900 985 Affiliated 3 — Other, less allowances of $ 4 and $ 2 , respectively 54 87 Inventory, net 199 261 Prepaid expenses 57 68 Income taxes receivable 1 4 Other current assets 36 45 Total current assets 1,400 1,723 Assets held for sale 15 26 Licenses 4,693 4,690 Investments in unconsolidated entities 461 452 Property, plant and equipment In service and under construction 9,560 9,334 Less: Accumulated depreciation and amortization 6,984 6,710 Property, plant and equipment, net 2,576 2,624 Operating lease right-of-use assets 915 918 Other assets and deferred charges 690 686 Total assets 1 $ 10,750 $ 11,119 The accompanying notes are an integral part of these consolidated financial statements. 46 Index to Financial Statements and Supplementary Data United States Cellular Corporation Consolidated Balance Sheet — Liabilities and Equity December 31, 2023 2022 (Dollars and shares in millions, except per share amounts) Current liabilities Current portion of long-term debt $ 20 $ 13 Accounts payable Affiliated 7 12 Trade 241 344 Customer deposits and deferred revenues 229 239 Accrued taxes 32 35 Accrued compensation 83 84 Short-term operating lease liabilities 135 133 Other current liabilities 154 335 Total current liabilities 901 1,195 Deferred liabilities and credits Deferred income tax liability, net 755 708 Long-term operating lease liabilities 831 843 Other deferred liabilities and credits 565 604 Long-term debt, net 3,044 3,187 Commitments and contingencies Noncontrolling interests with redemption features 12 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 85 shares ( 33 Series A Common and 52 Common Shares) Par Value ($ 1.00 per share) ($ 33 Series A Common and $ 55 Common Shares) 88 88 Additional paid-in capital 1,726 1,703 Treasury shares, at cost, 3 Common Shares ( 80 ) ( 98 ) Retained earnings 2,892 2,861 Total UScellular shareholders' equity 4,626 4,554 Noncontrolling interests 16 16 Total equity 4,642 4,570 Total liabilities and equity 1 $ 10,750 $ 11,119 The accompanying notes are an integral part of these consolidated financial statements. 1 The consolidated total assets as of December 31, 2023 and 2022, include assets held by consolidated variable interest entities (VIEs) of $ 1,217 million and $ 1,265 million, respectively, which are not available to be used to settle the obligations of UScellular. The consolidated total liabilities as of December 31, 2023 and 2022, include certain liabilities of consolidated VIEs of $ 26 million and $ 25 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular. See Note 14 — Variable Interest Entities for additional information. 47 Index to Financial Statements and Supplementary Data United States Cellular Corporation Consolidated Statement of Changes in Equity 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 attributable to UScellular shareholders — — — 54 54 — 54 Net income attributable to noncontrolling interests classified as equity — — — — — 3 3 Incentive and compensation plans — 23 18 ( 23 ) 18 — 18 Distributions to noncontrolling interests — — — — — ( 3 ) ( 3 ) December 31, 2023 $ 88 $ 1,726 $ ( 80 ) $ 2,892 $ 4,626 $ 16 $ 4,642 The accompanying notes are an integral part of these consolidated financial statements. 48 Index to Financial Statements and Supplementary Data United States Cellular Corporation Consolidated Statement of Changes in Equity 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, 2021 $ 88 $ 1,678 $ ( 68 ) $ 2,849 $ 4,547 $ 16 $ 4,563 Net income attributable to UScellular shareholders — — — 30 30 — 30 Net income attributable to noncontrolling interests classified as equity — — — — — 3 3 Repurchase of Common Shares — — ( 43 ) — ( 43 ) — ( 43 ) Incentive and compensation plans — 25 13 ( 18 ) 20 — 20 Distributions to noncontrolling interests — — — — — ( 3 ) ( 3 ) December 31, 2022 $ 88 $ 1,703 $ ( 98 ) $ 2,861 $ 4,554 $ 16 $ 4,570 The accompanying notes are an integral part of these consolidated financial statements. 49 Index to Financial Statements and Supplementary Data United States Cellular Corporation Consolidated Statement of Changes in Equity 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, 2020 $ 88 $ 1,651 $ ( 67 ) $ 2,739 $ 4,411 $ 15 $ 4,426 Net income attributable to UScellular shareholders — — — 155 155 — 155 Net income attributable to noncontrolling interests classified as equity — — — — — 4 4 Repurchase of Common Shares — — ( 31 ) — ( 31 ) — ( 31 ) Incentive and compensation plans — 27 30 ( 45 ) 12 — 12 Distributions to noncontrolling interests — — — — — ( 3 ) ( 3 ) December 31, 2021 $ 88 $ 1,678 $ ( 68 ) $ 2,849 $ 4,547 $ 16 $ 4,563 The accompanying notes are an integral part of these consolidated financial statements. 50 Index to Financial Statements and Supplementary Data United States Cellular Corporation Notes to Consolidated Financial Statements Note 1 Summary of Significant Accounting Policies United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83 %-owned subsidiary of Telephone and Data Systems, Inc. (TDS). Nature of Operations UScellular owns, operates and invests in wireless systems throughout the United States. As of December 31, 2023, UScellular served customers with 4.6 million retail connections. UScellular has one reportable segment. 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. See Note 14 — Variable Interest Entities for additional information relating to UScellular’s VIEs. Intercompany accounts and transactions have been eliminated. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the years ended December 31, 2023, 2022 and 2021 equaled net income. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (b) the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. Cash and cash equivalents subject to contractual restrictions are classified as restricted cash. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 12 — 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. December 31, 2023 2022 (Dollars in millions) Cash and cash equivalents $ 150 $ 273 Restricted cash included in Other current assets 29 35 Cash, cash equivalents and restricted cash in the statement of cash flows $ 179 $ 308 Accounts Receivable and Allowance for Credit Losses Accounts receivable consist primarily of amounts owed by customers for wireless services and equipment sales, including sales of certain devices and accessories under installment plans, by agents and third-party distributors for sales of equipment to them and by other wireless carriers whose customers have used UScellular’s wireless systems. UScellular estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability. Expected credit losses are determined for each pool of accounts receivable balances that share similar risk characteristics. The allowance for credit losses is the best estimate of the amount of expected credit losses related to existing accounts receivable. UScellular does not have any off-balance sheet credit exposure related to its customers. Inventory Inventory consists primarily of wireless devices stated at the lower of cost, which approximates cost determined on a first-in first-out basis, or net realizable value. Net realizable value is determined by reference to the stand-alone selling price. 51 Index to Financial Statements and Supplementary Data Cloud-Hosted Arrangements UScellular's cloud-hosted arrangements that are service contracts consist primarily of software used to perform administrative functions. Implementation costs related to UScellular's cloud-hosted arrangements, which are recorded in Prepaid expenses and Other assets and deferred charges in the Consolidated Balance Sheet, were as follows: December 31, 2023 2022 (Dollars in millions) Implementation costs, gross $ 89 $ 89 Accumulated amortization ( 65 ) ( 47 ) Implementation costs, net $ 24 $ 42 These costs are amortized over the period of the service contract, which is generally three to five years . Amortization of implementation costs was $ 17 million, $ 18 million and $ 16 million for the years ended December 31, 2023, 2022 and 2021, respectively, and was included in Selling, general and administrative expenses. Licenses Licenses consist of direct and incremental costs incurred in acquiring Federal Communications Commission (FCC) wireless spectrum licenses that generally provide UScellular with the exclusive right to utilize designated radio spectrum within specific geographic service areas to provide wireless service. Although wireless spectrum licenses are issued for a fixed period of time, generally ten years , or in some cases twelve or fifteen years , the FCC has granted license renewals routinely and at a nominal cost. The wireless spectrum licenses held by UScellular expire at various dates. UScellular believes that it is probable that its future wireless spectrum license renewal applications will be granted. UScellular determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of the wireless spectrum licenses. Therefore, UScellular has determined that wireless spectrum licenses are indefinite-lived intangible assets. UScellular performs its annual impairment assessment of wireless spectrum licenses as of November 1 of each year or more frequently if there are events or circumstances that cause UScellular to believe it is more likely than not that the carrying value of wireless spectrum licenses exceeds fair value. For purposes of its impairment test, UScellular has one unit of accounting. UScellular performed a quantitative assessment in 2023 and a qualitative assessment in 2022 to determine whether the wireless spectrum licenses were impaired. Based on the impairment assessments performed, UScellular did not have an impairment of its wireless spectrum licenses in 2023 or 2022. The events and circumstances related to the strategic alternatives review of UScellular may require an impairment assessment of the wireless spectrum licenses in the future. See Note 7 — Intangible Assets for additional details related to wireless spectrum licenses. Investments in Unconsolidated Entities For its equity method investments for which financial information is readily available, UScellular records its equity in the earnings of the entity in the current period. For its equity method investments for which financial information is not readily available, UScellular records its equity in the earnings of the entity on a one quarter lag basis. Property, Plant and Equipment UScellular’s Property, plant and equipment is stated at the original cost of construction or purchase including capitalized costs of certain taxes, payroll-related expenses, interest and estimated costs to remove the assets. Expenditures that enhance the productive capacity of assets in service or extend their useful lives are capitalized and depreciated. Expenditures for maintenance and repairs of assets in service are charged to System operations expense or Selling, general and administrative expense, as applicable. Retirements and disposals of assets are recorded by removing the original cost of the asset (along with the related accumulated depreciation) from plant in service and recording it, together with proceeds, if any, and net removal costs (removal costs less an applicable accrued asset retirement obligation and salvage value realized), as a gain or loss, as appropriate. Software licenses that qualify for capitalization as an asset are accounted for as the acquisition of a fixed asset and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition. Depreciation and Amortization Depreciation is provided using the straight-line method over the estimated useful life of the related asset. UScellular depreciates leasehold improvement assets over periods ranging from one year to thirty years ; such periods approximate the shorter of the assets’ economic lives or the specific lease terms. 52 Index to Financial Statements and Supplementary Data Useful lives of specific assets are reviewed throughout the year to determine if changes in technology or other business changes would warrant accelerating the depreciation of those specific assets. There were no material changes to the assigned useful lives of the various categories of property, plant and equipment in 2023, 2022 or 2021. However, in 2023, 2022 and 2021, depreciation for certain specific assets was accelerated due to changes in technology. See Note 9 — Property, Plant and Equipment for additional details related to useful lives. Impairment of Long-Lived Assets UScellular reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired. UScellular has one asset group for purposes of assessing property, plant and equipment for impairment based on the integrated nature of its assets and operations. The cash flows generated by this single interdependent asset group represent the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. It is possible that any outcomes of the strategic alternatives review could change the composition of UScellular's long-lived assets, how UScellular may derive cash flows from these assets and may result in uncertainty related to asset recoverability. This may impact UScellular's asset groups for purposes of assessing property, plant and equipment for impairment and may require an impairment assessment to be performed which may result in the need to write down certain long-lived assets in the near term. Leases A lease is generally present in a contract if the lessee controls the use of identified property, plant or equipment for a period of time in exchange for consideration. See Note 10 — Leases for additional details related to leases. Agent Liabilities UScellular has relationships with agents, which are independent businesses that obtain customers for UScellular. At December 31, 2023 and 2022, UScellular had accrued $ 50 million and $ 53 million, respectively, in agent related liabilities. These amounts are included in Other current liabilities in the Consolidated Balance Sheet. Debt Issuance Costs Debt issuance costs include underwriters’ and legal fees and other charges related to issuing and renewing various borrowing instruments and other long-term agreements and are amortized over the respective term of each instrument. Debt issuance costs related to UScellular’s revolving credit, receivables securitization, and repurchase agreements are recorded in Other assets and deferred charges in the Consolidated Balance Sheet. All other debt issuance costs are presented as an offset to the related debt obligation in the Consolidated Balance Sheet. Asset Retirement Obligations UScellular records asset retirement obligations for the fair value of legal obligations associated with asset retirements and a corresponding increase in the carrying amount of the related long-lived asset in the period in which the obligations are incurred. In periods subsequent to initial measurement, UScellular recognizes changes in the liability resulting from the passage of time and updates to the timing or the amount of the original estimates. The liability is accreted to its estimated settlement date value over the period to the estimated settlement date. The change in the carrying amount of the long-lived asset is depreciated over the average remaining life of the related asset. See Note 11 — Asset Retirement Obligations for additional information. Treasury Shares Common Shares repurchased by UScellular are recorded at cost as treasury shares and result in a reduction of equity. When treasury shares are reissued, UScellular determines the cost using the first-in, first-out cost method. The difference between the cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings. Revenue Recognition Revenues from sales of equipment and products are recognized when control has transferred to the customer, agent or third-party distributor. Service revenues are recognized as the related service is provided. See Note 2 — Revenue Recognition for additional information on UScellular's policies related to Revenues. Advertising Costs UScellular expenses advertising costs as incurred. Advertising costs totaled $ 181 million, $ 171 million and $ 184 million in 2023, 2022 and 2021, respectively. Income Taxes UScellular is included in a consolidated federal income tax return with other members of the TDS consolidated group. For financial statement purposes, UScellular and its subsidiaries calculate their income, income taxes and credits as if they comprised a separate affiliated group. Under a tax allocation agreement between TDS and UScellular, UScellular remits its applicable income tax payments to and receives applicable tax refunds from TDS. UScellular had no tax receivable balance with TDS as of December 31, 2023 and 2022, respectively. 53 Index to Financial Statements and Supplementary Data Deferred taxes are computed using the liability method, whereby deferred tax assets are recognized for future deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for future taxable temporary differences. Both deferred tax assets and liabilities are measured using the enacted tax rates in effect when the temporary differences are expected to reverse. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. UScellular evaluates income tax uncertainties, assesses the probability of the ultimate settlement with the applicable taxing authority and records an amount based on that assessment. Deferred taxes are reported as a net non-current asset or liability by jurisdiction. Any corresponding valuation allowance to reduce the amount of deferred tax assets is also recorded as non-current. See Note 5 — Income Taxes for additional information. Stock-Based Compensation and Other Plans UScellular has established a long-term incentive plan and a non-employee director compensation plan. These plans are considered compensatory plans, and therefore recognition of costs for grants made under these plans is required. UScellular recognizes stock compensation expense based upon the fair value of the specific awards granted using established valuation methodologies. The amount of stock compensation cost recognized on a straight-line basis is based on the portion of the award that is expected to vest over the requisite service period, which generally represents the vesting period. Stock-based compensation cost recognized has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. See Note 17 — Stock-Based Compensation for additional information. Defined Contribution Plans UScellular participates in a qualified noncontributory defined contribution pension plan sponsored by TDS; such plan provides pension benefits for the employees of UScellular and its subsidiaries. Under this plan, pension costs are calculated separately for each participant and are funded annually. Pension costs were $ 11 million, $ 12 million and $ 12 million in 2023, 2022 and 2021, respectively. UScellular also participates in a defined contribution retirement savings plan (401(k) plan) sponsored by TDS. Total costs incurred for UScellular’s contributions to the 401(k) plan were $ 15 million for each of 2023, 2022 and 2021. Recent Development On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies have decided to initiate a process to explore a range of strategic alternatives for UScellular. During 2023, UScellular incurred third-party expenses of $ 8 million related to the strategic alternatives review, which are included in Selling, general and administrative expenses. At this time, UScellular cannot predict the ultimate outcome of such process or estimate the potential impact of such process on the financial statements. 54 Index to Financial Statements and Supplementary Data Note 2 Revenue Recognition Nature of goods and services The following is a description of principal activities from which UScellular generates its revenues. Services and products Nature, timing of satisfaction of performance obligations, and significant payment terms Wireless services Wireless service includes voice, messaging and data services. Revenue is recognized in Service revenues as wireless service is provided to the customer. Wireless services generally are billed and paid in advance on a monthly basis. Wireless devices and accessories UScellular offers a comprehensive range of wireless devices such as handsets, tablets, mobile hotspots, home phones and routers for purchase by its customers, as well as accessories. UScellular also sells wireless devices to agents and other third-party distributors for resale. UScellular frequently discounts wireless devices sold to new and current customers. UScellular also offers customers the option to purchase certain devices and accessories under installment contracts whereby they pay over a specified time period. For certain equipment installment plans, after a specified period of time, the customer may have the right to upgrade to a new device. Such upgrades require the customer to enter into an equipment installment contract for the new device, and transfer the existing device to UScellular. UScellular recognizes revenue in Equipment sales revenues when control of the device or accessory is transferred to the customer, agent or third-party distributor, which is generally upon delivery. Wireless roaming UScellular receives roaming revenues when other wireless carriers’ customers use UScellular’s wireless systems. UScellular recognizes revenue in Service revenues when the roaming service is provided. Wireless Eligible Telecommunications Carrier (ETC) Revenues Telecommunications companies may be designated by states, or in some cases by the FCC, as an ETC to receive support payments from the Universal Service Fund if they provide specified services in “high cost” areas. ETC revenues recognized in the reporting period represent the amounts which UScellular is entitled to receive for such period, as determined and approved in connection with UScellular’s designation as an ETC in various states. Wireless tower rents UScellular receives tower rental revenues when another carrier leases tower space on a UScellular-owned tower. UScellular recognizes revenue in Service revenues in the period during which the services are provided. Activation fees UScellular charges its end customers activation fees in connection with the sale of certain services and equipment. Activation fees are deferred and recognized over the period benefited. Significant Judgments As a practical expedient, UScellular groups similar contracts or similar performance obligations together into portfolios of contracts or performance obligations if doing so does not result in a significant difference from accounting for the individual contracts discretely. UScellular applies this grouping method for the following types of transactions: device activation fees, contract acquisition costs, and certain customer promotions. Contract portfolios are recognized over the respective expected customer lives or terms of the contracts. Services are deemed to be highly interrelated when the method and timing of transfer and performance risk are the same. Highly interrelated services that are determined to not be distinct have been grouped into a single performance obligation. Each month of services promised is a performance obligation. The series of monthly service performance obligations promised over the course of the contract are combined into a single performance obligation for purposes of the revenue allocation. UScellular has made judgments regarding transaction price, including but not limited to issues relating to variable consideration, time value of money, returns and non-cash consideration. When determined to be significant in the context of the contract, these items are considered in the valuation of transaction price at contract inception or modification, as appropriate. Multiple Performance Obligations UScellular sells bundled service and equipment offerings. In these instances, UScellular recognizes its revenue based on the relative standalone selling prices for each distinct service or equipment performance obligation, or bundles thereof. UScellular estimates the standalone selling price of the device or accessory to be its retail price excluding discounts. UScellular estimates the standalone selling price of service to be the price offered to customers on month-to-month contracts. Incentives Discounts, incentives, and rebates to agents and end customers that are deemed cash are recognized as a reduction of Operating revenues concurrently with the associated revenue. From time to time, UScellular may offer certain promotions to incentivize customers to switch to, or to purchase additional services from, UScellular. Under these types of promotions, an eligible customer may receive an incentive in the form of a discount off additional services purchased shown as a credit to the customer’s monthly bill. UScellular accounts for the future discounts as material rights at the time of the initial transaction by allocating and deferring revenue based on the relative proportion of the future discounts in comparison to the aggregate initial purchase. The deferred revenue will be recognized as service revenue in future periods. 55 Index to Financial Statements and Supplementary Data Amounts Collected from Customers and Remitted to Governmental Authorities UScellular records amounts collected from customers and remitted to governmental authorities on a net basis within a liability account if the amount is assessed upon the customer and UScellular merely acts as an agent in collecting the amount on behalf of the imposing governmental authority. If the amount is assessed upon UScellular, then amounts collected from customers are recorded in Service revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $ 63 million, $ 61 million and $ 66 million for 2023, 2022 and 2021, respectively. 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. Year Ended December 31, 2023 2022 2021 (Dollars in millions) Revenues from contracts with customers: Retail service 1,2,3 $ 2,742 $ 2,793 $ 2,757 Inbound roaming 32 67 110 Other service 1 169 172 165 Service revenues from contracts with customers 2,943 3,032 3,032 Equipment sales 862 1,044 1,007 Total revenues from contracts with customers 4 $ 3,805 $ 4,076 $ 4,039 1 For 2021, amounts have been adjusted to reclassify $ 8 million of Internet of Things (IoT) and Reseller revenues from Retail service to Other service. 2 UScellular recorded an adjustment to correct a prior period error related to the timing of recognition of regulatory fee billings, which increased Service revenue by $ 9 million in 2021. This adjustment was not material to any of the periods impacted. 3 UScellular recorded an adjustment to correct a prior period error related to the recognition of discounts for certain Prepaid customers, which decreased Service revenue by $ 5 million in 2023. This adjustment was not material to any of the periods impacted. 4 Revenue line items in this table will not agree to amounts presented in the Consolidated Statement of Operations as the amounts in this table only include revenue resulting from contracts with customers. Contract Balances For contracts that involve multiple element service and equipment offerings, the transaction price is allocated to each performance obligation based on its relative standalone selling price. When consideration is received in advance of delivery of goods or services, a contract liability is recorded. A contract asset is recorded when revenue is recognized in advance of UScellular’s right to receive consideration. Once there is an unconditional right to receive the consideration, UScellular records such amounts as receivables, and then bills the customer under the terms of the respective contract. UScellular recognizes Equipment sales revenue when the equipment is delivered to the customer and a corresponding contract asset or liability is recorded for the difference between the amount of revenue recognized and the amount billed to the customer in cases where discounts are offered. The contract asset or liability is reduced over the contract term as service is provided and billed to the customer. 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. December 31, 2023 2022 (Dollars in millions) Contract assets $ 4 $ 5 Contract liabilities $ 331 $ 349 Revenue recognized related to contract liabilities existing at January 1, 2023 was $ 220 million for the year ended December 31, 2023. 56 Index to Financial Statements and Supplementary Data 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 December 31, 2023, 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) 2024 $ 253 2025 112 Thereafter 26 Total $ 391 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 $ 127 million and $ 131 million at December 31, 2023 and 2022, 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 $ 93 million, $ 96 million and $ 99 million for the years ended December 31, 2023, 2022 and 2021, respectively, and was included in Selling, general and administrative expenses. Note 3 Fair Value Measurements As of December 31, 2023 and 2022, 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. 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 December 31, 2023 December 31, 2022 Book Value Fair Value Book Value Fair Value (Dollars in millions) Long-term debt Retail 2 $ 1,500 $ 1,097 $ 1,500 $ 899 Institutional 2 536 451 536 395 Other 2 1,063 1,063 1,208 1,208 Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of “Retail” Long-term debt was estimated using market prices for UScellular Senior Notes, which are traded on the New York Stock Exchange. UScellular’s “Institutional” debt consists of the 6.7 % Senior Notes which are traded over the counter. UScellular’s “Other” debt consists of term loan credit agreements, receivables securitization agreement and export credit financing agreement. UScellular estimated the fair value of its Institutional and Other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 6.48 % to 7.96 % and 5.38 % to 8.28 % at December 31, 2023 and 2022, respectively. 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. 57 Index to Financial Statements and Supplementary Data 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. December 31, 2023 2022 (Dollars in millions) Equipment installment plan receivables, gross $ 1,151 $ 1,211 Allowance for credit losses ( 90 ) ( 96 ) Equipment installment plan receivables, net $ 1,061 $ 1,115 Net balance presented in the Consolidated Balance Sheet as: Accounts receivable — Customers and agents (Current portion) $ 577 $ 646 Other assets and deferred charges (Non-current portion) 484 469 Equipment installment plan receivables, net $ 1,061 $ 1,115 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: December 31, 2023 December 31, 2022 Lowest Risk Lower Risk Slight Risk Higher Risk Total Lowest Risk Lower Risk Slight Risk Higher Risk Total (Dollars in millions) Unbilled $ 977 $ 88 $ 16 $ 4 $ 1,085 $ 1,016 $ 98 $ 22 $ 5 $ 1,141 Billed — current 35 5 2 1 43 41 5 2 — 48 Billed — past due 12 7 3 1 23 13 6 2 1 22 Total $ 1,024 $ 100 $ 21 $ 6 $ 1,151 $ 1,070 $ 109 $ 26 $ 6 $ 1,211 The balance of the equipment installment plan receivables as of December 31, 2023 on a gross basis by year of origination were as follows: 2021 2022 2023 Total (Dollars in millions) Lowest Risk $ 49 $ 404 $ 571 $ 1,024 Lower Risk 3 30 67 100 Slight Risk — 4 17 21 Higher Risk — 1 5 6 Total $ 52 $ 439 $ 660 $ 1,151 The write-offs, net of recoveries for the year ended December 31, 2023 on a gross basis by year of origination were as follows: 2021 2022 2023 Total (Dollars in millions) Write-offs, net of recoveries $ 13 $ 45 $ 17 $ 75 58 Index to Financial Statements and Supplementary Data Activity for the years ended December 31, 2023 and 2022, in the allowance for credit losses for equipment installment plan receivables was as follows: 2023 2022 (Dollars in millions) Allowance for credit losses, beginning of year $ 96 $ 72 Bad debts expense 69 100 Write-offs, net of recoveries ( 75 ) ( 76 ) Allowance for credit losses, end of year $ 90 $ 96 Note 5 Income Taxes UScellular is included in a consolidated federal income tax return and in certain state income tax returns with other members of the TDS consolidated group. For financial statement purposes, UScellular and its subsidiaries compute their income tax expense as if they comprised a separate affiliated group and were not included in the TDS consolidated group. UScellular’s current income taxes balances at December 31, 2023 and 2022, were as follows: December 31, 2023 2022 (Dollars in millions) Federal income taxes receivable $ 1 $ 4 Net state income taxes receivable — — Income tax expense (benefit) is summarized as follows: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Current Federal $ 2 $ 1 $ 2 State 4 3 ( 23 ) Deferred Federal 28 19 49 State 19 14 ( 8 ) Total income tax expense (benefit) $ 53 $ 37 $ 20 A reconciliation of UScellular’s income tax expense computed at the statutory rate to the reported income tax expense, and the statutory federal income tax rate to UScellular’s effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Amount Rate Amount Rate Amount Rate (Dollars in millions) Statutory federal income tax expense and rate $ 23 21.0 % $ 15 21.0 % $ 38 21.0 % State income taxes, net of federal benefit 1 18 16.7 14 18.9 ( 25 ) ( 14.1 ) Change in federal valuation allowance 2 8 7.5 7 9.9 7 3.8 Nondeductible compensation 4 3.5 3 3.6 2 1.3 Other differences, net — ( 1.0 ) ( 2 ) ( 1.9 ) ( 2 ) ( 0.6 ) Total income tax expense (benefit) and rate $ 53 47.7 % $ 37 51.5 % $ 20 11.4 % 1 State income taxes, net of federal benefit, include changes in unrecognized tax benefits as well as adjustments to state valuation allowances. State taxes in 2021 are a net benefit due primarily to the reduction of tax accruals resulting from expirations of state statute of limitations for prior tax years. 2 Change in federal valuation allowance is due primarily to annual interest expense from partnership investments that carryforward but may not be realized. 59 Index to Financial Statements and Supplementary Data Significant components of UScellular’s deferred income tax assets and liabilities at December 31, 2023 and 2022, were as follows: December 31, 2023 2022 (Dollars in millions) Deferred tax assets Net operating loss (NOL) carryforwards $ 132 $ 132 Lease liabilities 239 244 Contract liabilities 59 62 Interest expense carryforwards 99 65 Asset retirement obligation 78 73 Other 62 100 Total deferred tax assets 669 676 Less valuation allowance ( 146 ) ( 115 ) Net deferred tax assets 523 561 Deferred tax liabilities Property, plant and equipment 434 457 Licenses/intangibles 408 382 Partnership investments 180 172 Lease assets 221 224 Other 35 34 Total deferred tax liabilities 1,278 1,269 Net deferred income tax liability $ 755 $ 708 At December 31, 2023, UScellular and certain subsidiaries had $ 78 million of federal NOL carryforwards (generating a $ 16 million deferred tax asset) available to offset future taxable income. The federal NOL carryforwards generally expire between 2024 and 2037, with the exception of federal NOLs generated after 2017, which do not expire. UScellular and certain subsidiaries had $ 2,723 million of state NOL carryforwards (generating a $ 115 million deferred tax asset) available to offset future taxable income. The state NOL carryforwards expire between 2024 and 2043. A valuation allowance was established for certain federal and state NOL carryforwards since it is more likely than not that a portion of such carryforwards will expire before they can be utilized. At December 31, 2023, UScellular and certain subsidiaries had $ 381 million of federal interest expense carryforwards (generating a $ 80 million deferred tax asset) available to offset future taxable income. The federal interest expense carryforwards do not expire. UScellular and certain subsidiaries had $ 487 million of state interest expense carryforwards (generating a $ 19 million deferred tax asset) available to offset future taxable income. The state interest expense carryforwards generally do not expire. A valuation allowance was established for certain federal and state interest expense carryforwards since it is more likely than not that a portion of such carryforwards will not be utilized. A summary of UScellular’s deferred tax asset valuation allowance is as follows: 2023 2022 2021 (Dollars in millions) Balance at beginning of year $ 115 $ 83 $ 94 Charged to Income tax expense 31 32 ( 11 ) Balance at end of year $ 146 $ 115 $ 83 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2023 2022 2021 (Dollars in millions) Unrecognized tax benefits balance at beginning of year $ 35 $ 35 $ 51 Additions for tax positions of current year 9 5 8 Additions for tax positions of prior years — 1 — Reductions for tax positions of prior years ( 3 ) — ( 3 ) Reductions for settlements of tax positions — — ( 2 ) Reductions for lapses in statutes of limitations ( 6 ) ( 6 ) ( 19 ) Unrecognized tax benefits balance at end of year $ 35 $ 35 $ 35 60 Index to Financial Statements and Supplementary Data Unrecognized tax benefits are included in Other deferred liabilities and credits in the Consolidated Balance Sheet. If these benefits were recognized at each respective year end period, they would have reduced income tax expense by $ 28 million, net of the federal benefit from state income taxes in each of 2023, 2022 and 2021. UScellular recognizes accrued interest and penalties related to unrecognized tax benefits in Income tax expense (benefit). The amounts charged to income tax expense related to interest and penalties resulted in $ 1 million expense in 2023, nominal expense in 2022 and a benefit of $ 10 million in 2021. Net accrued liabilities for interest and penalties were $ 13 million at December 31, 2023 and 2022, and are included in Other deferred liabilities and credits in the Consolidated Balance Sheet. UScellular is included in TDS’ consolidated federal and certain state income tax returns. UScellular also files certain state and local income tax returns separately from TDS. With limited exceptions, TDS and UScellular are no longer subject to federal and state income tax audits for the years prior to 2020. Note 6 Earnings Per Share Basic earnings per share attributable to UScellular shareholders is computed by dividing Net income attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share attributable to UScellular shareholders is computed by dividing Net income 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 per share attributable to UScellular shareholders were as follows: Year Ended December 31, 2023 2022 2021 (Dollars and shares in millions, except per share amounts) Net income attributable to UScellular shareholders $ 54 $ 30 $ 155 Weighted average number of shares used in basic earnings per share 85 85 86 Effects of dilutive securities 2 1 1 Weighted average number of shares used in diluted earnings per share 87 86 87 Basic earnings per share attributable to UScellular shareholders $ 0.64 $ 0.35 $ 1.80 Diluted earnings per share attributable to UScellular shareholders $ 0.63 $ 0.35 $ 1.77 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 per share attributable to UScellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was 1 million in 2023 and less than 1 million in each of 2022 and 2021. Note 7 Intangible Assets Licenses UScellular reviews opportunities to acquire additional wireless spectrum, including pursuant to FCC auctions. UScellular also may seek to divest outright or exchange wireless spectrum that is not strategic to its long-term success. Auction 107 In February 2021, the FCC announced by way of public notice that UScellular was the provisional winning bidder for 254 wireless spectrum licenses in the 3.7-3.98 GHz bands (Auction 107) for $ 1,283 million. UScellular paid $ 30 million of this amount in 2020 and the remainder in March 2021. The wireless spectrum licenses from Auction 107 were granted by the FCC in July 2021. Additionally, UScellular was obligated to pay approximately $ 179 million in total from 2021 through 2025 related to relocation costs and accelerated relocation incentive payments. Such additional costs were accrued and capitalized at the time the licenses were granted, and are adjusted as necessary as the estimated obligation changes. UScellular paid $ 122 million, $ 8 million and $ 36 million related to the additional costs for the years ended December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, the remaining estimated payments of approximately $ 13 million are included in Other current liabilities in the Consolidated Balance Sheet. At December 31, 2022, the remaining estimated payments of approximately $ 133 million and $ 8 million were included in Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet. UScellular received full access to the spectrum in the third quarter of 2023. 61 Index to Financial Statements and Supplementary Data Auction 110 In January 2022, the FCC announced by way of public notice that UScellular was the provisional winning bidder for 380 wireless spectrum licenses in the 3.45-3.55 GHz band (Auction 110) for $ 580 million. UScellular paid $ 20 million of this amount in 2021 and the remainder in the first quarter of 2022. The wireless spectrum licenses from Auction 110 were granted by the FCC in May 2022. Note 8 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. December 31, 2023 2022 (Dollars in millions) Equity method investments: Capital contributions, loans, advances and adjustments $ 104 $ 104 Cumulative share of income 2,729 2,570 Cumulative share of distributions ( 2,385 ) ( 2,235 ) Total equity method investments 448 439 Measurement alternative method investments 4 4 Investments recorded using the net asset value practical expedient 9 9 Total investments in unconsolidated entities $ 461 $ 452 The following tables, which are based on unaudited information provided in part by third parties, summarize the combined assets, liabilities and equity, and results of operations of UScellular’s equity method investments: December 31, 2023 2022 (Dollars in millions) Assets Current $ 1,003 $ 1,071 Noncurrent 6,383 6,431 Total assets $ 7,386 $ 7,502 Liabilities and Equity Current liabilities $ 762 $ 764 Noncurrent liabilities 1,148 1,241 Partners’ capital and shareholders’ equity 5,476 5,497 Total liabilities and equity $ 7,386 $ 7,502 Year Ended December 31, 2023 2022 2021 (Dollars in millions) Results of Operations Revenues $ 7,277 $ 7,275 $ 7,100 Operating expenses 5,683 5,662 5,130 Operating income 1,594 1,613 1,970 Other income (expense), net ( 28 ) ( 16 ) 15 Net income $ 1,566 $ 1,597 $ 1,985 62 Index to Financial Statements and Supplementary Data Note 9 Property, Plant and Equipment Property, plant and equipment in service and under construction, and related accumulated depreciation and amortization, as of December 31, 2023 and 2022, were as follows: December 31, Useful Lives (Years) 2023 2022 (Dollars in millions) Land N/A $ 41 $ 37 Buildings 20 281 281 Leasehold and land improvements 1 - 30 1,570 1,504 Cell site equipment 7 - 30 4,381 4,247 Switching equipment 5 - 8 1,090 1,115 Office furniture and equipment 3 - 5 193 209 Other operating assets and equipment 3 - 5 47 47 System development 1 - 7 1,790 1,676 Work in process N/A 167 218 Total property, plant and equipment, gross 9,560 9,334 Accumulated depreciation and amortization ( 6,984 ) ( 6,710 ) Total property, plant and equipment, net $ 2,576 $ 2,624 Depreciation and amortization expense totaled $ 637 million, $ 682 million and $ 662 million in 2023, 2022 and 2021, respectively. Note 10 Leases Lessee Agreements UScellular’s most significant leases are for land and tower spaces, network facilities, retail spaces, and offices. Nearly all of UScellular’s leases are classified as operating leases, although it does have a small number of finance leases. UScellular has agreements with both lease and nonlease components, which are accounted for separately. As part of the present value calculation for the lease liabilities, UScellular uses an incremental borrowing rate as the rates implicit in the leases are not readily determinable. The incremental borrowing rates used for lease accounting are based on UScellular's unsecured rates, adjusted to approximate the rates at which UScellular would be required to borrow on a collateralized basis over a term similar to the recognized lease term. UScellular applies the incremental borrowing rates to lease components using a portfolio approach based upon the length of the lease term. The cost of nonlease components in UScellular’s lease portfolio (e.g., utilities and common area maintenance) are not typically predetermined at lease commencement and are expensed as incurred at their relative standalone price. Variable lease expense occurs when, subsequent to the lease commencement, lease payments are made that were not originally included in the lease liability calculation. UScellular’s variable lease payments include lease payment escalations that are tied to an index, real estate taxes, and additional payments linked to performance. The incremental changes are recorded as variable lease expense and are not included in the right-of-use assets or lease liabilities. The identified lease term determines the periods to which expense is allocated and is also utilized in the right-of-use asset and liability calculations. Many of UScellular’s leases include renewal and early termination options. At lease commencement, the lease terms include options to extend the lease when UScellular is reasonably certain that it will exercise the options. The lease terms do not include early termination options unless UScellular is reasonably certain to exercise the options. UScellular has applied the portfolio approach in cases where asset classes have similar lease characteristics including tower space, retail, and certain ground lease asset classes. The following table shows the components of lease cost included in the Consolidated Statement of Operations: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Operating lease cost $ 191 $ 188 $ 181 Variable lease cost 12 11 10 Total $ 203 $ 199 $ 191 63 Index to Financial Statements and Supplementary Data The following table shows supplemental cash flow information related to lease activities: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 194 $ 185 $ 183 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 158 $ 113 $ 182 The table below shows a weighted-average analysis for lease terms and discount rates for operating leases: December 31, 2023 2022 Weighted Average Remaining Lease Term 13 years 12 years Weighted Average Discount Rate 4.3 % 3.9 % The maturities of lease liabilities are as follows: Operating Leases (Dollars in millions) 2024 $ 171 2025 163 2026 131 2027 108 2028 88 Thereafter 679 Total lease payments 1 $ 1,340 Less: Imputed interest 374 Present value of lease liabilities $ 966 1 Lease payments exclude $ 28 million of legally binding lease payments for leases signed but not yet commenced. Lessor Agreements UScellular's most significant lessor leases are for tower space. All of UScellular’s lessor leases are classified as operating leases. A lease is generally present in a contract if the lessee controls the use of identified property, plant, or equipment for a period of time in exchange for consideration. UScellular’s lessor agreements with lease and nonlease components are generally accounted for separately. The identified lease term determines the periods to which revenue is allocated over the term of the lease. Many of UScellular’s leases include renewal and early termination options. At lease commencement, lease terms include options to extend the lease when UScellular is reasonably certain that lessees will exercise the options. Lease terms would not include periods after the date of a termination option that lessees are reasonably certain to exercise. Variable lease income occurs when, subsequent to the lease commencement, lease payments are received that were not originally included in the lease receivable calculation. UScellular’s variable lease income is primarily a result of leases with escalations that are tied to an index. The incremental increases due to the index changes are recorded as variable lease income. The following table shows the components of lease income which are included in Service revenues in the Consolidated Statement of Operations: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Operating lease income $ 101 $ 93 $ 83 64 Index to Financial Statements and Supplementary Data The maturities of expected lease payments to be received are as follows: Operating Leases (Dollars in millions) 2024 $ 80 2025 71 2026 54 2027 36 2028 21 Thereafter 20 Total future lease maturities $ 282 Note 11 Asset Retirement Obligations UScellular is subject to asset retirement obligations associated with its leased cell sites, switching office sites, retail store sites and office locations. Asset retirement obligations generally include obligations to restore leased land, towers, retail store and office premises to their pre-lease conditions. These obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet. In 2023 and 2022, 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 2023 and 2022, were as follows: 2023 2022 (Dollars in millions) Balance at beginning of year $ 346 $ 315 Additional liabilities accrued 8 4 Revisions in estimated cash outflows ( 3 ) 11 Disposition of assets ( 3 ) ( 1 ) Accretion expense 19 17 Balance at end of year $ 367 $ 346 Note 12 Debt Revolving Credit Agreement At December 31, 2023, UScellular had a revolving credit agreement available for general corporate purposes. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity in July 2026. The following table summarizes the revolving credit agreement as of December 31, 2023: (Dollars in millions) Maximum borrowing capacity $ 300 Letters of credit outstanding $ — Amount borrowed $ — Amount available for use $ 300 Borrowings under the revolving credit agreement bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 1.60 %. UScellular may select a borrowing period of either one, two, three or six months (or other period of twelve months or less if requested by UScellular and approved by the lenders). UScellular’s credit spread and commitment fees on its revolving credit agreement may be subject to increase if its current credit rating from nationally recognized credit rating agencies is lowered, and may be subject to decrease if the rating is raised. 65 Index to Financial Statements and Supplementary Data Term Loan Agreements The following table summarizes the term loan credit agreements as of December 31, 2023: Term Loan 1 Term Loan 2 Term Loan 3 Total (Dollars in millions) Maximum borrowing capacity $ 300 $ 300 $ 200 $ 800 Amount borrowed and outstanding $ 292 $ 293 $ 198 $ 783 Amount borrowed and repaid $ 8 $ 7 $ 2 $ 17 Amount available for use $ — $ — $ — $ — Interest rate SOFR plus 1.60 % SOFR plus 2.10 % SOFR plus 2.60 % Maturity date July 2026 July 2028 July 2031 Quarterly installments $ 2 million from March 2023 to December 2023; $ 4 million from March 2024 to December 2025; $ 8 million from March 2026 to maturity date $ 0.75 million from December 2021 to maturity date $ 0.5 million from December 2022 to September 2026; $ 1 million from December 2026 to maturity date Export Credit Financing Agreement At December 31, 2023, UScellular had a $ 150 million term loan credit facility with Export Development Canada to finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan credit facility agreement. Borrowings bear interest at a rate of SOFR plus 1.60 % and are due and payable on the five-year anniversary of the first borrowing, which is in January 2027. As of December 31, 2023, UScellular has borrowed the full amount available under the agreement. Receivables Securitization Agreement At December 31, 2023, UScellular, through its subsidiaries, had a $ 450 million receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables. In September 2023, UScellular amended the agreement to extend the maturity date to September 2025. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity. 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 SOFR) plus 1.15 %. During 2023, UScellular borrowed $ 315 million and repaid $ 440 million under the agreement. As of December 31, 2023, the outstanding borrowings under the agreement were $ 150 million and the unused borrowing capacity was $ 300 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of December 31, 2023, the USCC Master Note Trust held $ 304 million of assets available to be pledged as collateral for the receivables securitization agreement. In connection with entering into the receivables securitization agreement in 2017, UScellular formed a wholly-owned subsidiary, USCC Master Note Trust (Trust), which qualifies as a bankruptcy remote entity. Under the terms of the agreement, UScellular, through its subsidiaries, transfers eligible equipment installment receivables to the Trust. The Trust then utilizes the transferred assets as collateral for notes payables issued to third-party financial institutions. Since UScellular retains effective control of the transferred assets in the Trust, any activity associated with this receivables securitization agreement will be treated as a secured borrowing. Therefore, UScellular will continue to report equipment installment receivables and any related balances on the Consolidated Balance Sheet. Cash received from borrowings under the receivables securitization agreement will be reported as Debt. Refer to Note 14 — Variable Interest Entities for additional information. In January 2024, UScellular repaid $ 50 million under the agreement. Repurchase Agreement At December 31, 2023, UScellular, through a subsidiary (the repo subsidiary), had a repurchase agreement to borrow up to $ 200 million, subject to the availability of eligible equipment installment plan receivables and the agreement of the lender. In January 2023, UScellular amended the repurchase agreement to extend the expiration date to January 2024. The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.35 %. As of December 31, 2022, the outstanding borrowings under the agreement were $ 60 million and were included in Other current liabilities in the Consolidated Balance Sheet. During 2023, the repo subsidiary repaid $ 60 million under the agreement. As of December 31, 2023, there were no outstanding borrowings under the agreement and the unused borrowing capacity was $ 200 million, which was restricted from being borrowed due to covenants within the TDS and UScellular credit agreements that limit secured borrowings on an enterprise-wide basis. As of December 31, 2023, UScellular held $ 669 million of assets available for inclusion in the repurchase facility; these assets are distinct from the assets held by the USCC Master Note Trust for UScellular's receivables securitization agreement. The repurchase agreement expired in January 2024. 66 Index to Financial Statements and Supplementary Data Debt Covenants and Other 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. In March 2023, the agreements were amended to require UScellular to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: 4.25 to 1.00 from January 1, 2023 through March 31, 2024; 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 December 31, 2023 with all such financial covenants. In connection with the revolving credit agreement, term loan agreements and export credit financing agreement, TDS and UScellular entered into subordination agreements together with the administrative agents for the lenders under each agreement. Pursuant to these subordination agreements, (a) any consolidated funded indebtedness from UScellular to TDS will be unsecured and (b) any (i) consolidated funded indebtedness from UScellular to TDS (other than “refinancing indebtedness” as defined in the subordination agreements) in excess of $ 105 million and (ii) refinancing indebtedness in excess of $ 250 million will be subordinated and made junior in right of payment to the prior payment in full of obligations to the lenders under each agreement. As of December 31, 2023, UScellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to each agreement pursuant to the subordination agreements. Certain UScellular wholly-owned subsidiaries have jointly and severally unconditionally guaranteed the payment and performance of the obligations of UScellular under the revolving credit agreement, term loan agreements and export credit agreement. Other subsidiaries that meet certain criteria will be required to provide a similar guaranty in the future. UScellular entered into a performance guaranty whereby UScellular guarantees the performance of certain wholly-owned subsidiaries under the receivables securitization agreement and repurchase agreement. Other Long-Term Debt Long-term debt as of December 31, 2023 and 2022, was as follows: December 31, 2023 December 31, 2022 Issuance date Maturity date Call date (any time on or after) Principal Amount Less Unamortized discount and debt issuance costs Total Principal Amount Less Unamortized discount and debt issuance costs Total (Dollars in millions) Unsecured Senior Notes 6.70 % Dec 2003 and June 2004 Dec 2033 Dec 2003 and June 2004 $ 544 $ 11 $ 533 $ 544 $ 11 $ 533 6.25 % Aug 2020 Sep 2069 Sep 2025 500 17 483 500 17 483 5.50 % Dec 2020 Mar 2070 Mar 2026 500 17 483 500 17 483 5.50 % May 2021 Jun 2070 Jun 2026 500 16 484 500 16 484 Term Loans 783 4 779 796 6 790 EIP Securitization 150 — 150 275 — 275 Export Credit Financing 150 1 149 150 1 149 Finance lease obligations 3 — 3 3 — 3 Total long-term debt $ 3,130 $ 66 $ 3,064 $ 3,268 $ 68 $ 3,200 Long-term debt, current $ 20 $ 13 Long-term debt, noncurrent $ 3,044 $ 3,187 UScellular may redeem its 6.25% Senior Notes, 5.5% March 2070 Senior Notes and 5.5% June 2070 Senior Notes, in whole or in part at any time after the respective call date, at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest. UScellular may redeem the 6.7% Senior Notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100 % of the principal amount of such notes, plus accrued and unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points. Interest on the Senior Notes outstanding at December 31, 2023, is payable quarterly, with the exception of the 6.7% Senior Notes for which interest is payable semi-annually. The annual requirements for principal payments on long-term debt are approximately $ 20 million, $ 20 million, $ 268 million, $ 158 million and $ 286 million for the years 2024 through 2028, respectively. These amounts do not include payments on the $ 150 million of outstanding borrowings under the receivables securitization agreement. If the maturity date of the facility is not extended, principal repayments begin in October 2025. Principal repayments are not scheduled but are instead based on actual receivable collections. 67 Index to Financial Statements and Supplementary Data The covenants associated with UScellular’s long-term debt obligations, among other things, restrict UScellular’s ability, subject to certain exclusions, to incur additional liens, enter into sale and leaseback transactions, and sell, consolidate or merge assets. UScellular’s long-term debt notes do not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in UScellular’s credit rating. Note 13 Commitments and Contingencies Indemnifications UScellular enters into agreements in the normal course of business that provide for indemnification of counterparties. The terms of the indemnifications vary by agreement. The events or circumstances that would require UScellular to perform under these indemnities are transaction specific; however, these agreements may require UScellular to indemnify the counterparty for costs and losses incurred from litigation or claims arising from the underlying transaction. UScellular is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time. Historically, UScellular has not made any significant indemnification payments under such agreements. Legal Proceedings UScellular is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts. If UScellular believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements. UScellular had no material accruals with respect to legal proceedings and unasserted claims as of both December 31, 2023 and 2022. In April 2018, the United States Department of Justice (DOJ) notified UScellular and its parent, TDS, that it was conducting inquiries of UScellular and TDS under the federal False Claims Act relating to UScellular’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. UScellular is or was a limited partner in several limited partnerships which qualified for the 25 % bid credit in each auction. The investigation arose from civil actions under the Federal False Claims Act brought by private parties in the U.S. District Court for the Western District of Oklahoma. In November and December 2019, following the DOJ’s investigation, the DOJ informed UScellular and TDS that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs decided to continue the actions on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia. In March 2023, the District Court for the District of Columbia granted UScellular’s motions to dismiss the two actions. The private party plaintiffs are appealing the district court’s decisions to grant the motions to dismiss. The appeals are pending before the U.S. Court of Appeals for the D.C. Circuit. UScellular believes that its arrangements with the limited partnerships and the limited partnerships’ participation in the FCC auctions complied with applicable law and FCC rules. At this time, UScellular cannot predict the outcome of any proceeding. 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. UScellular is unable at this time to determine whether the outcome of this action 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. Note 14 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 UScellular’s Form 10-K for the year ended December 31, 2023. 68 Index to Financial Statements and Supplementary Data UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the 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. Refer to Note 12 — Debt, Receivables Securitization Agreement for additional details regarding the securitization agreement for which these entities were established. 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. December 31, 2023 2022 (Dollars in millions) Assets Cash and cash equivalents $ 24 $ 29 Accounts receivable 633 701 Inventory, net 4 4 Other current assets 30 36 Licenses 641 640 Property, plant and equipment, net 143 135 Operating lease right-of-use assets 48 45 Other assets and deferred charges 494 481 Total assets $ 2,017 $ 2,071 Liabilities Current liabilities $ 37 $ 95 Long-term operating lease liabilities 42 40 Other deferred liabilities and credits 29 31 Total liabilities 1 $ 108 $ 166 1 Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 12 — Debt for additional information. 69 Index to Financial Statements and Supplementary Data 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 $ 6 million and $ 4 million at December 31, 2023 and 2022, 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 $ 306 million, $ 282 million and $ 36 million during 2023, 2022 and 2021, respectively; of which $ 271 million in 2023 and $ 249 million in 2022 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 provides 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 has not been exercised. Note 15 Noncontrolling Interests UScellular’s consolidated financial statements include certain noncontrolling interests that meet the GAAP definition of mandatorily redeemable financial instruments. These mandatorily redeemable noncontrolling interests represent interests held by third parties in consolidated partnerships, where the terms of the underlying partnership agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the noncontrolling interest holders and UScellular in accordance with the respective partnership agreements. The termination dates of these mandatorily redeemable noncontrolling interests range from 2085 to 2092. The estimated aggregate amount that would be due and payable to settle all of these noncontrolling interests, assuming an orderly liquidation of the finite-lived consolidated partnerships on December 31, 2023, net of estimated liquidation costs, is $ 30 million. This amount excludes redemption amounts recorded in Noncontrolling interests with redemption features in the Consolidated Balance Sheet. The estimate of settlement value was based on certain factors and assumptions which are subjective in nature. Changes in those factors and assumptions could result in a materially larger or smaller settlement amount. The corresponding carrying value of the mandatorily redeemable noncontrolling interests in finite-lived consolidated partnerships at December 31, 2023, was $ 14 million, and is included in Noncontrolling interests in the Consolidated Balance Sheet. The excess of the aggregate settlement value over the aggregate carrying value of these mandatorily redeemable noncontrolling interests is due primarily to the unrecognized appreciation of the noncontrolling interest holders’ share of the underlying net assets in the consolidated partnerships. Neither the noncontrolling interest holders’ share, nor UScellular’s share, of the appreciation of the underlying net assets of these subsidiaries is reflected in the consolidated financial statements. Note 16 Common Shareholders’ Equity Series A Common Shares Series A Common Shares are convertible on a share-for-share basis into Common Shares. In matters other than the election of directors, each Series A Common Share is entitled to ten votes per share, compared to one vote for each Common Share. The Series A Common Shares are entitled to elect 75% of the directors (rounded down), and the Common Shares elect 25% of the directors (rounded up). As of December 31, 2023, a majority of UScellular’s outstanding Common Shares and all of UScellular’s outstanding Series A Common Shares were held by TDS. 70 Index to Financial Statements and Supplementary Data Common Share Repurchase Program 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 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 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 amount for any year, such 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. As of December 31, 2023, the total cumulative amount of Common Shares authorized to be purchased is 1,927,000 . The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date. Tax-Deferred Savings Plan At December 31, 2023, UScellular has reserved 972,000 Common Shares for issuance under the TDS Tax-Deferred Savings Plan, a qualified profit‑sharing plan pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code. Participating employees have the option of investing their contributions in a UScellular Common Share fund, a TDS Common Share fund or certain unaffiliated funds. Note 17 Stock-Based Compensation UScellular has established the following stock‑based compensation plans: Long-Term Incentive Plans and a Non-Employee Director compensation plan. Under the UScellular Long-Term Incentive Plans, UScellular may grant fixed and performance-based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees. At December 31, 2023, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, performance share awards and deferred compensation stock unit awards. Under the Non-Employee Director compensation plan, UScellular may grant Common Shares to members of the Board of Directors who are not employees of UScellular or TDS. At December 31, 2023, UScellular had reserved 13,769,000 Common Shares for equity awards granted and to be granted under the Long-Term Incentive Plans and 500,000 Common Shares for issuance under the Non-Employee Director compensation plan. UScellular uses treasury stock to satisfy requirements for Common Shares issued pursuant to its various stock-based compensation plans. Long-Term Incentive Plans – Restricted Stock Units UScellular grants restricted stock unit awards to key employees that generally vest after three years or one-third graded vesting each year. Each outstanding restricted stock unit is convertible into one Common Share Award. The restricted stock unit awards currently outstanding were granted in 2021, 2022 and 2023 and vest in 2024, 2025 and 2026. UScellular estimates the fair value of restricted stock units based on the closing market price of UScellular shares on the date of grant. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. A summary of UScellular nonvested restricted stock units and changes during 2023 is presented in the table below: Common Restricted Stock Units Number Weighted Average Grant Date Fair Value Nonvested at December 31, 2022 2,000,000 $ 31.84 Granted 1,286,000 $ 21.15 Vested ( 526,000 ) $ 28.73 Forfeited ( 212,000 ) $ 28.93 Nonvested at December 31, 2023 2,548,000 $ 27.26 The total fair value of restricted stock units that vested during 2023, 2022 and 2021 was $ 12 million, $ 9 million and $ 22 million, respectively. The weighted average grant date fair value per share of the restricted stock units granted in 2023, 2022 and 2021 was $ 21.15 , $ 30.35 and $ 36.68 , respectively. Long-Term Incentive Plans – Performance Share Units Beginning in 2017, UScellular granted performance share units to key employees. The performance share units generally vest after three years . 71 Index to Financial Statements and Supplementary Data During 2023, UScellular’s Long-Term Incentive Compensation Committee adopted resolutions to apply a 75 % floor, and allow for an additional discretionary amount up to a maximum of 100 %, for the performance based operating target for the 2021 and 2022 grants. These modifications resulted in additional expense recognized in 2023 of $ 3 million and $ 1 million for the 2021 and 2022 grants, respectively. For the 2021 and 2022 grants, each recipient may be entitled to shares of UScellular common stock equal to 75 % to 200 % of a communicated target award depending on the achievement of a predetermined Return on Capital target over the performance period, which is a three -year period beginning on January 1 in the year of grant to December 31 of the third year. For the 2023 grants, each recipient may be entitled to shares of UScellular common stock equal to 0 % to 150 % of a communicated target award depending on the achievement of a predetermined Return on Capital target over the performance period, which is a one -year period beginning on January 1 in the year of grant to December 31 in the year of grant. The performance share units currently outstanding were granted in 2021, 2022 and 2023 and will vest in 2024, 2025 and 2026, respectively. Additionally, UScellular granted performance share units during 2020 to a newly appointed President and Chief Executive Officer. The recipient may be entitled to shares of UScellular common stock equal to 100 % of the communicated target award depending on the achievement of predetermined performance-based operating targets over the performance period, which is any two calendar-year period commencing no earlier than January 1, 2021 and ending no later than December 31, 2026. Performance-based operating targets include Average Total Revenue Growth and Average Annual Return on Capital. If one, or both, of the performance targets are not satisfied, the award will be forfeited. UScellular estimates the fair value of performance share units using UScellular’s closing stock price on the date of grant. An estimate of the number of performance share units expected to vest based upon achieving the performance-based operating targets is made and the aggregate fair value is expensed on a straight-line basis over the requisite service period. Each reporting period, during the performance period, the estimate of the number of performance share units expected to vest is reviewed and stock compensation expense is adjusted as appropriate to reflect the revised estimate of the aggregate fair value of the performance share units expected to vest. A summary of UScellular's nonvested performance share units and changes during 2023 is presented in the table below: Common Performance Share Units Number Weighted Average Grant Date Fair Value Nonvested at December 31, 2022 1,248,000 $ 32.51 Granted 643,000 $ 21.26 Vested ( 300,000 ) $ 28.41 Forfeited ( 134,000 ) $ 26.53 Nonvested at December 31, 2023 1,457,000 $ 27.37 The total fair value of performance share units that vested during 2023, 2022 and 2021 was $ 7 million, $ 6 million and $ 22 million, respectively. The weighted average grant date fair value per share of the performance share units granted in 2023, 2022 and 2021 was $ 21.26 , $ 31.35 and $ 37.67 , respectively. Long-Term Incentive Plans – Stock Options UScellular's last stock option grant occurred in 2016. Stock options outstanding, and the related weighted average exercise price, at December 31, 2023 and 2022 were 112,000 units at $ 44.34 and 348,000 units at $ 42.41 , respectively. All stock options are exercisable and expire between 2024 and 2026. Long-Term Incentive Plans – Deferred Compensation Stock Units Certain UScellular employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred. All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in UScellular Common Share stock units. The amount of UScellular's matching contribution is a 33 % match for the amount of their total annual bonus that is deferred into the program. Matching contributions are also deemed to be invested in UScellular Common Share stock units and vest over three years . Compensation of Non-Employee Directors UScellular issued 36,000 , 22,000 and 20,000 Common Shares in 2023, 2022 and 2021, respectively, under its Non-Employee Director compensation plan. 72 Index to Financial Statements and Supplementary Data Stock‑Based Compensation Expense The following table summarizes stock‑based compensation expense recognized during 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Restricted stock unit awards 20 18 16 Performance share unit awards 2 5 10 Awards under Non-Employee Director compensation plan 1 1 1 Total stock-based compensation expense, before income taxes 23 24 27 Income tax benefit ( 6 ) ( 6 ) ( 7 ) Total stock-based compensation expense, net of income taxes $ 17 $ 18 $ 20 The following table provides a summary of the classification of stock-based compensation expense included in the Consolidated Statement of Operations for the years ended: December 31, 2023 2022 2021 (Dollars in millions) Selling, general and administrative expense $ 19 $ 20 $ 23 System operations expense 4 4 4 Total stock-based compensation expense $ 23 $ 24 $ 27 At December 31, 2023, unrecognized compensation cost for all UScellular stock‑based compensation awards was $ 51 million and is expected to be recognized over a weighted average period of 1.8 years. UScellular’s tax benefits realized from the vesting of awards totaled $ 5 million in 2023. Note 18 Supplemental Cash Flow Disclosures Following are supplemental cash flow disclosures regarding interest paid and income taxes paid. Year Ended December 31, 2023 2022 2021 (Dollars in millions) Interest paid $ 189 $ 154 $ 143 Income taxes paid, net of (refunds received) 3 ( 116 ) 6 Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards. In certain situations, UScellular withholds shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the exercise price and/or the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting. UScellular then pays the amount of the required tax withholdings to the taxing authorities in cash. Year Ended December 31, 2023 2022 2021 (Dollars in millions) Common Shares withheld 347,000 154,000 438,000 Aggregate value of Common Shares withheld $ 9 $ 5 $ 16 Cash disbursements for payment of taxes $ ( 6 ) $ ( 5 ) $ ( 16 ) 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 $ 24 million, $ 130 million and $ 21 million for the years ended 2023, 2022 and 2021, respectively. At December 31, 2023, liabilities of $ 68 million and $ 35 million related to software license agreements were recorded to Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet. At December 31, 2022, liabilities of $ 64 million and $ 76 million related to software license agreements were recorded to Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet. 73 Index to Financial Statements and Supplementary Data Note 19 Certain Relationships and Related Transactions Sidley Austin LLP is the principal law firm of UScellular and its subsidiaries: Walter C.D. Carlson, a director of UScellular, a director and non-executive Chair of the Board of Directors of TDS and a trustee and beneficiary of a voting trust that controls TDS is Senior Counsel at Sidley Austin LLP; and John P. Kelsh, the former General Counsel of UScellular and the General Counsel and/or an Assistant Secretary of TDS and certain other subsidiaries of TDS is a partner at Sidley Austin LLP. Walter C.D. Carlson does not provide legal services to TDS, UScellular or their subsidiaries. UScellular and its subsidiaries incurred legal costs from Sidley Austin LLP of $ 7 million, $ 5 million and $ 7 million in 2023, 2022 and 2021, respectively. UScellular is billed for all services it receives from TDS, pursuant to the terms of various agreements between it and TDS. These billings are included in UScellular's Systems operations and Selling, general and administrative expenses. Some of these agreements were established at a time prior to UScellular's initial public offering when TDS owned more than 90 % of UScellular's outstanding capital stock and may not reflect terms that would be obtainable from an unrelated third party through arms-length negotiations. Billings from TDS and certain of its subsidiaries to UScellular are based on expenses specifically identified to UScellular and on allocations of common expenses. Such allocations are based on the relationship of UScellular's assets, employees, investment in property, plant and equipment and expenses relative to all subsidiaries in the TDS consolidated group. Management believes the method TDS uses to allocate common expenses is reasonable and that all expenses and costs applicable to UScellular are reflected in its financial statements. Billings to UScellular from TDS totaled $ 87 million, $ 96 million and $ 89 million in 2023, 2022 and 2021, respectively. The Audit Committee of the Board of Directors of UScellular is responsible for the review and evaluation of all related-party transactions as such term is defined by the rules of the New York Stock Exchange. 74 Index to Financial Statements and Supplementary Data Reports of Management Management’s Responsibility for Financial Statements Management of United States Cellular Corporation has the responsibility for preparing the accompanying consolidated financial statements and for their integrity and objectivity. The statements were prepared in accordance with accounting principles generally accepted in the United States of America and, in management’s opinion, were fairly presented. The financial statements included amounts that were based on management’s best estimates and judgments. Management also prepared the other information in the annual report and is responsible for its accuracy and consistency with the financial statements. PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, has audited these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and has expressed herein its unqualified opinion on these financial statements. 75 Index to Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of United States Cellular Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of United States Cellular Corporation and its subsidiaries (“the Company” or “UScellular”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of changes in equity, and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 76 Index to Financial Statements and Supplementary Data Revenue Recognition - Retail Service and Equipment Sales Revenue As described in Note 2 to the consolidated financial statements, the Company generates revenues from retail services through the sale of wireless services including voice, messaging, and data services, as well as revenues from equipment sales through the sale of wireless devices and accessories. The Company recognizes wireless service revenue as the wireless service is provided to the customer. Wireless services are generally billed and paid in advance on a monthly basis. The Company offers a comprehensive range of wireless devices such as handsets, tablets, mobile hotspots, home phones, and routers for use by its customers. The Company also sells wireless devices to agents and other third-party distributors for resale. The Company also offers customers the option to purchase certain devices and accessories under installment contracts over a specified time period. The Company recognizes revenue in equipment sales revenues when control of the device or accessory is transferred to the customer, agent or third-party distributor, which is generally upon delivery. The Company’s retail service and equipment sales revenue was $2,742 million and $862 million, respectively, for the year ended December 31, 2023. The principal consideration for our determination that performing procedures relating to revenue recognition - retail service and equipment sales revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the retail service and equipment sales revenue recognition processes. These procedures also included, among others, (i) testing whether the criteria for recognition of retail service and equipment sales revenue had been met by obtaining and inspecting invoices, shipping documents, where applicable, and cash receipts from customers for a sample of revenue transactions, (ii) testing discounts and rebates for a sample of transactions, (iii) evaluating the allocation of the transaction price to the performance obligations, where applicable, (iv) recalculating the appropriateness of the retail service and equipment sales revenue recognized based on the terms of each arrangement for a sample of transactions, and (v) confirming a sample of outstanding customer invoice balances as of December 31, 2023, and obtaining and inspecting source documents, such as invoices, sales contracts, shipping documents, and subsequent cash receipts, for confirmations not returned. /s/ PricewaterhouseCoopers LLP Chicago, Illinois February 16, 2024 We have served as the Company’s auditor since 2002. 77 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.