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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-18 · 46 added, 45 removed, 151 unchanged (38% of the section changed)

15 unchanged sentences

Management has concluded that UScellular maintained effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 version of Internal Control — Integrated Framework issued by the COSO.

The effectiveness of UScellular’s internal control over financial reporting as of December 31, 2020, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the firm’s report which is incorporated by reference into Item 8 of this Annual Report on Form 10-K from Exhibit 13 filed herewith.

The effectiveness of UScellular’s internal control over financial reporting as of December 31, 2021, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the firm’s report which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information

On February 15, 2022 Peter L.

Sereda, a director of UScellular, informed the Chairman that given his pending retirement from TDS, he no longer wishes to be considered for re-election to the Board of Directors of UScellular.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

11 unchanged sentences

(1) Financial Statements

Consolidated Statement of Operations Annual Report*

Consolidated Statement of Cash Flows Annual Report*

Consolidated Balance Sheet Annual Report*

Consolidated Statement of Changes in Equity Annual Report*

Notes to Consolidated Financial Statements Annual Report*

Management's Report on Internal Control Over Financial Reporting Annual Report*

Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP Annual Report*

*Incorporated by reference from Exhibit 13.

Consolidated Statement of Operations

Consolidated Statement of Cash Flows

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP

Management's Report on Internal Control Over Financial Reporting

The exhibits set forth below are filed as a part of this Report.

8 unchanged sentences

4.3(c) Form of Fifth Supplemental Indenture dated June 21, 2004, between UScellular and BNY Midwest Trust Company, relating to $100,000,000 of UScellular’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to UScellular’s Current Report on Form 8-K dated June 21, 2004.

4.3(d) Form of Sixth Supplemental Indenture dated as of May 9, 2011, between UScellular and BNY Midwest Trust Company, related to $342,000,000 of UScellular ’s 6.95% Senior Notes due 2060, is hereby incorporated by reference to Exhibit 4.1 to UScellular ’s Current Report on Form 8-K dated May 9, 2011.

4.3(e) Form of Seventh Supplemental Indenture dated as of December 8, 2014, between UScellular and BNY Midwest Trust Company, related to $275,000,000 of UScellular ’s 7.25% Senior Notes due 2063, is hereby incorporated by reference to Exhibit 2 to UScellular ’s Registration Statement on Form 8-A dated December 2, 2014.

4.3(f) Form of Eighth Supplemental Indenture dated as of November 23, 2015, between UScellular and BNY Midwest Trust Company, related to $300,000,000 of UScellular ’s 7.25% Senior Notes due 2064, is hereby incorporated by reference to Exhibit 2 to UScellular ’s Registration Statement on Form 8-A dated November 17, 2015.

4.3(g) Form of Ninth Supplemental Indenture dated as of August 12, 2020, between UScellular and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of UScellular's 6.25% Senior Notes due 2069, is hereby incorporated by reference to Exhibit 2 to UScellular's Registration Statement on Form 8-A dated August 12, 2020.

4.3(h) Form of Tenth Supplemental Indenture dated as of December 2, 2020, between UScellular and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of UScellular's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to UScellular's Registration Statement on Form 8-A dated December 2, 2020.

4.3(d) Form of Ninth Supplemental Indenture dated as of August 12, 2020, between UScellular and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of UScellular's 6.25% Senior Notes due 2069, is hereby incorporated by reference to Exhibit 2 to UScellular's Registration Statement on Form 8-A dated August 12, 2020.

4.3(e) Form of Tenth Supplemental Indenture dated as of December 2, 2020, between UScellular and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of UScellular's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to UScellular's Registration Statement on Form 8-A dated December 2, 2020.

4.3(f) Form of Eleventh Supplemental Indenture dated as of May 17, 2021, between UScellular and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of UScellular's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to UScellular's Registration Statement on Form 8-A dated May 17, 2021.

4.4 Indenture for Subordinated Debt Securities between UScellular and BNY is hereby incorporated by reference to Exhibit 4.1 to UScellular’s Current Report on Form 8-K dated September 16, 2013.

9 unchanged sentences

Bank National Association, as Indenture Trustee, dated October 23, 2020, is hereby incorporated by reference to Exhibit 4.2 from UScellular's Form 8-K dated October 23, 2020.

4.7 Revolving Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2020, including the form of the subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Form 8-K dated March 2, 2020.

4.8 Second Amended and Restated Credit Agreement, among UScellular and CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of June 11, 2020, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Form 8-K dated June 11, 2020.

4.6(c) Supplemental Indenture No.

3 by and among USCC Master Note Trust, USCC Services LLC, U.S.

Bank National Association, as Indenture Trustee, dated July 21, 2021, is hereby incorporated by reference to Exhibit 4.3 to UScellular's Quarterly Report on Form 10-Q for the period ended June 30, 2021.

4.7 Amended and Restated Series 2017-VFN Indenture Supplement by and among USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, and U.S.

Bank National Association, as Indenture Trustee, dated October 23, 2020, is hereby incorporated by reference to Exhibit 4.1 from UScellular's Form 8-K dated October 23, 2020.

Bank National Association, as Indenture Trustee, dated October 23, 2020, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Form 8-K dated October 23, 2020.

4.8(a) Third Amended and Restated Credit Agreement, among UScellular, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of July 30, 2021, is hereby incorporated by reference to Exhibit 4.4 to UScellular's Quarterly Report on Form 10-Q for the period ended June 30, 2021.

4.8(b) First Amendment to Third Amended and Restated Credit Agreement, among UScellular, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of December 9, 2021.

4.9(a) First Amended and Restated Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of July 20, 2021, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Current Report on Form 8-K dated July 20, 2021.

4.9(b) First Amendment to First Amended and Restated Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 9, 2021.

4.10 Senior Term Loan Credit Agreement, among UScellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 9, 2021, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Current Report on Form 8-K dated December 9, 2021.

4.11 Credit Agreement, among UScellular, Citibank, N.A.

as administrative agent, Global Coordinator, Mandated Lead Arranger and a Lender, Export Development Canada as Mandated Lead Arranger and a Lender, and the other lenders thereto, dated as of December 17, 2021, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to UScellular's Current Report on Form 8-K dated December 17, 2021.

4.12 Description of UScellular's Securities.

12 unchanged sentences

10.9* UScellular Amended and Restated Compensation Plan for Non-Employee Directors, is hereby incorporated by reference to Exhibit 10.7 to UScellular’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.

10.10* UScellular 2005 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit C to the UScellular Notice of Annual Meeting of Shareholders and Proxy Statement dated April 15, 2009, which was filed with the SEC on Schedule 14A on April 15, 2009.

10.10(a)* UScellular 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit B to the UScellular Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016.

4 unchanged sentences

10.10(d)* Amendment No.

3 to UScellular 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(d) to UScellular's Annual Report on Form 10-K for the year ended December 31, 2020.

10.10(e)* Amendment No.

4 to UScellular 2013 Long-Term Incentive Plan.

10.11(a)* UScellular Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account for officers is hereby incorporated by reference to Exhibit 10.5 to UScellular’s Current Report on Form 8-K dated May 14, 2013.

10.12(b)* UScellular Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account

10.11(b)* UScellular Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account is hereby incorporated by reference to Exhibit 10.12(b) to UScellular's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(a)* UScellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.1 to UScellular’s Current Report on Form 8-K dated December 10, 2007.

2 unchanged sentences

10.12(d)* Election Form for UScellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(d) to UScellular’s Annual Report on Form 10-K for the year ended December 31, 2012.

10.13(e)* Third Amendment to UScellular Executive Deferred Compensation Interest Account Plan.

10.13(f)* Fourth Amendment to UScellular Executive Deferred Compensation Interest Account Plan.

10.13(g)* Fifth Amendment to UScellular Executive Deferred Compensation Interest Account Plan.

10.13(h)* Sixth Amendment to UScellular Executive Deferred Compensation Interest Account Plan.

10.14* UScellular Form of Long-Term Incentive Plan 2017 Performance Award Agreement for Officers other than the President and CEO, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated March 13, 2017.

10.12(e)* Third Amendment to UScellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(e) to UScellular's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(f)* Fourth Amendment to UScellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(f) to UScellular's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(g)* Fifth Amendment to UScellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(g) to UScellular's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(h)* Sixth Amendment to UScellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(h) to UScellular's Annual Report on Form 10-K for the year ended December 31, 2020.

10.13* UScellular Form of Long-Term Incentive Plan 2018 Performance Award Agreement for Officers other than the President and CEO, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated March 12, 2018.

10.14* UScellular Form of Long-Term Incentive Plan 2019 Performance Award Agreement for Officers other than the President and CEO, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated March 12, 2019.

10.17* UScellular Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for the President and CEO, is hereby incorporated by reference to Exhibit 10.2 to UScellular ’s Current Report on Form 8-K dated April 3, 2017.

10.15* UScellular Form of 2013 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Officers other than the President and CEO, is hereby incorporated by reference to Exhibit 10.2 to UScellular’s Current Report on Form 8-K dated March 13, 2017.

10.19* Guidelines for the Determination of Annual Bonus for President and Chief Executive Officer of UScellular , are hereby incorporated by reference to Exhibit 10.2 to UScellular ’s Current Report on Form 8-K dated August 19, 2014.

10.20* Letter Agreement dated July 25, 2013, between UScellular and Kenneth R.

Meyers is hereby incorporated by reference to Exhibit 10.1 to UScellular ’s Current Report on Form 8-K dated July 25, 2013.

10.16*** 2019 Master Service Agreement effective October 1, 2019 between USCC Services, LLC, and Amdocs Tethys Limited is hereby incorporated by reference to Exhibit 10.6 to UScellular's Quarterly Report on Form 10-Q for the period ended September 30, 2019.

5 unchanged sentences

10.21 Amended and Restated Trust Agreement between USCC Receivables Funding LLC, as transferor, and Wilmington Trust, National Association, as Trustee, is hereby incorporated by reference to Exhibit 10.3 to UScellular’s Form 8-K dated December 20, 2017.

10.27* Form of Retention Agreement for Steven T.

Campbell and Jay M.

Ellison, is hereby incorporated by reference to Exhibit 10.1 to UScellular 's Current Report on Form 8-K dated May 1, 2018.

10.28* Form of Letter Agreement e ffective May 22, 2018, between UScellular and Deirdre C.

10.22* Form of Letter Agreement effective May 22, 2018, between UScellular and Deirdre C.

Drake is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated May 22, 2018.

4 unchanged sentences

Bank National Association, as Indenture Trustee, USCC Services, LLC, USCC Receivables Funding LLC, USCC EIP LLC, and Royal Bank of Canada, as administrative agent for owners of the notes is hereby incorporated by reference to Exhibit 4.3 to UScellular's Quarterly Report on Form 10-Q for the period ended September 30, 2019.

10.31* Amendment to Retention Agreement between USCC Services, LLC and Steven T.

Campbell dated December 20, 2019 , is hereby incorporated by reference to Exhibit 10.33 to UScellular's Annual Report on Form 10-K for the year ended December 31, 2019 .

10.32* Amendment to Retention Agreement between USCC Services, LLC and Jay M.

Ellison dated January 7, 2020 , is hereby incorporated by reference to Exhibit 10.

34 to UScellular's Annual R eport on Form 10-K for the year ended December 31, 20 19 .

10.33* UScellular 20 20 Executive Officer Annual Incentive Plan effective January 1, 2020, is hereby incorporated by reference to Exhibit 10.1 to UScellular’s Current Report on Form 8-K dated March 23, 2020.

10.25* Letter Agreement between UScellular and Michael S.

1 unchanged sentence

10.26* UScellular Form of 2013 Long-Term Incentive Plan 2020 Performance Award Agreement for Officers other than the President and CEO, is hereby incorporated by reference to Exhibit 10.4 to UScellular’s Quarterly Report on Form 10-Q for the period ended June 30, 2020.

10.36* UScellular 2013 Long-Term Incentive Plan 2020 Restricted Stock Award Agreement for the President and CEO, is hereby incorporated by reference to Exhibit 10.5 to UScellular’s Quarterly Report on Form 10-Q for the period ended June 30, 2020.

10.27* Letter Agreement between UScellular and Laurent C.

Therivel dated June 1, 2020, is hereby incorporated by reference to Exhibit 10.6 to UScellular's Quarterly Report on Form 10-Q for the period ended June 30, 2020.

10.38* Consulting Agreement between UScellular and Steven T.

Campbell dated June 19, 2020, is hereby incorporated by reference to Exhibit 10.7 to UScellular's Quarterly Report on Form 10-Q for the period ended June 30, 2020.

10.28* 2013 Long-Term Incentive Plan 2020 Accomplishment Award Agreement for UScellular's President and CEO, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Quarterly Report on Form 10-Q for the period ended September 30, 2020.

10.40 Amended and Restated Series 2017-VFN Note Purchase Agreement by and among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, UScellular as Performance Guarantor, and Royal Bank of Canada, as Administrative Agent for owners of the notes, dated October 23, 2020, is hereby incorporated by reference to Exhibit 10.1 from UScellular's Form 8-K dated October 23, 2020.

10.41* Consulting Agreement effective January 1, 2021, between UScellular and Jay M.

13 Incorporated portions of 2020 Annual Report to Shareholders.

10.29(a) Amended and Restated Series 2017-VFN Note Purchase Agreement by and among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, UScellular as Performance Guarantor, and Royal Bank of Canada, as Administrative Agent for owners of the notes, dated October 23, 2020, is hereby incorporated by reference to Exhibit 10.1 from UScellular's Form 8-K dated October 23, 2020.

10.29(b) Amendment No.

1 to Amended and Restated Series 2017-VFN Note Purchase Agreement by and among USCC Receivables Funding LLC, as Transferor, USCC Master Note Trust, as Issuer, USCC Services, LLC, as Servicer, UScellular as Performance Guarantor, and Royal Bank of Canada, as Administrative Agent for owners of the notes, dated June 29, 2021, is hereby incorporated by reference to Exhibit 10.3 to UScellular's Quarter ly Report on Form 10-Q for the period ended June 30, 2021.

10.30* UScellular 2021 Executive Deferred Compensation Interest Account Plan effective January 1, 2021, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Quarterly Report on Form 10-Q for the period ended March 31, 2021.

10.31* 2021 Officer Annual Incentive Plan effective January 1, 2021, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated April 13, 2021.

10.32* Form of UScellular 2013 Long-Term Incentive Plan 2021 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to UScellular's Quarterly Report on Form 10-Q for the period ended June 30, 2021.

10.33* Form of UScellular 2013 Long-Term Incentive Plan Restricted Stock Unit Award Agreement for awards issued after 2020 is hereby incorporated by reference to Exhibit 10.2 to UScellular's Quarterly Report on Form 10-Q for the period ended June 30, 2021.

10.34 Master Framework Agreement, effective January 26, 2022, between USCC EIP LLC and MUFG Bank, Ltd., New York Branch, is hereby incorporated by reference to Exhibit 10.1 to UScellular's Current Report on Form 8-K dated January 27, 2022.

10.35 Master Repurchase Agreement (including Annex I thereto), effective January 26, 2022, between USCC EIP LLC and MUFG Bank, LTD., New York Branch, is hereby incorporated by reference to Exhibit 10.2 to UScellular's Current Report on Form 8-K dated January 27, 2022.

10.36 Performance Guaranty under the Master Framework Agreement, effective January 26, 2022, by United States Cellular Corporation in favor of MUFG Bank, Ltd., New York Branch, is hereby incorporated by reference to Exhibit 10.3 to UScellular's Current Report on Form 8-K dated January 27, 2022.

21 Subsidiaries of UScellular.

39 unchanged sentences

Daly Director February 17, 2022

/s/ Deirdre C.

Drake Director February 17, 2022

Director February 17, 2022

6 unchanged sentences

Stewart Director February 17, 2022

Thaus Director February 18, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures