UNITED STATES CELLULAR CORP
For the period ended Sep 30, 2024. Filed Nov 1, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 1, 2024
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Notes to Consolidated Financial Statements
Note 1 Basis of Presentation
United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).
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. Intercompany accounts and transactions have been eliminated.
Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in UScellular’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2023.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of UScellular’s financial position as of September 30, 2024 and December 31, 2023, its results of operations and changes in equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2024 and 2023, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. UScellular has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2023.
Change in Reportable Segments
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations intotwo reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. Prior periods have been updated to conform to the new reportable segments. See Note 13 — Business Segment Information for additional information about UScellular's segments.
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 $8 million and $18 million for the nine months ended September 30, 2024 and 2023, respectively.
Restricted Cash
UScellular presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. Restricted cash primarily consists of balances required under the receivables securitization agreement. See Note 11 — 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.
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| (Dollars in millions) | ||
| Cash and cash equivalents | $272 | $150 |
| Restricted cash included in Other current assets | 16 | 29 |
| Cash, cash equivalents and restricted cash in the statement of cash flows | $288 | $179 |
Note 2 Revenue Recognition
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.
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (Dollars in millions) | ||||
| Revenues from contracts with customers: | ||||
| Retail service | $669 | $687 | $2,014 | $2,065 |
| Other service | 52 | 50 | 154 | 149 |
| Service revenues from contracts with customers | 721 | 737 | 2,168 | 2,214 |
| Equipment sales | 175 | 201 | 554 | 617 |
| Total revenues from contracts with customers1 | 896 | 938 | 2,722 | 2,831 |
| Operating lease income1 | 26 | 25 | 77 | 75 |
| Total operating revenues | $922 | $963 | $2,799 | $2,906 |
1 Total revenues from contracts with customers represents revenues related to the Wireless segment and Operating lease income represents revenues related to the Towers segment.
Contract Balances
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.
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| (Dollars in millions) | ||
| Contract assets | $4 | $4 |
| Contract liabilities | $311 | $331 |
Revenue recognized related to contract liabilities existing at January 1, 2024 was $178 million for the nine months ended September 30, 2024.
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 September 30, 2024 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) | |
| Remainder of 2024 | $124 |
| 2025 | 156 |
| Thereafter | 91 |
| Total | $371 |
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 $128 million and $127 million at September 30, 2024 and December 31, 2023, 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 $21 million and $64 million for the three and nine months ended September 30, 2024, respectively, and $23 million and $70 million for the three and nine months ended September 30, 2023, respectively, and was included in Selling, general and administrative expenses.
Note 3 Fair Value Measurements
As of September 30, 2024 and December 31, 2023, 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.
As of September 30, 2024, UScellular recorded a net written call option at fair value, which was considered Level 3 within the fair value hierarchy. See Note 7 — Divestitures for additional information.
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 · September 30, 2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| Book Value · Fair Value · Book Value · Fair Value | |||||
| (Dollars in millions) | |||||
| Long-term debt | 2 | $2,937 | $2,868 | $3,099 | $2,611 |
Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses.
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.
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.
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| (Dollars in millions) | ||
| Equipment installment plan receivables, gross | $1,075 | $1,151 |
| Allowance for credit losses | (80) | (90) |
| Equipment installment plan receivables, net | $995 | $1,061 |
| Net balance presented in the Consolidated Balance Sheet as: | ||
| Accounts receivable — Customers and agents (Current portion) | $578 | $577 |
| Other assets and deferred charges (Non-current portion) | 417 | 484 |
| Equipment installment plan receivables, net | $995 | $1,061 |
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:
| September 30, 2024 | December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Lowest Risk | Lower Risk | Slight Risk | Higher Risk | Total | Lowest Risk | Lower Risk | Slight Risk | Higher Risk | Total | |
| (Dollars in millions) | ||||||||||
| Unbilled | $934 | $68 | $13 | $5 | $1,020 | $977 | $88 | $16 | $4 | $1,085 |
| Billed — current | 34 | 3 | 1 | — | 38 | 35 | 5 | 2 | 1 | 43 |
| Billed — past due | 10 | 4 | 2 | 1 | 17 | 12 | 7 | 3 | 1 | 23 |
| Total | $978 | $75 | $16 | $6 | $1,075 | $1,024 | $100 | $21 | $6 | $1,151 |
The balance of the equipment installment plan receivables as of September 30, 2024 on a gross basis by year of origination were as follows:
| 2021 | 2022 | 2023 | 2024 | Total | |
|---|---|---|---|---|---|
| (Dollars in millions) | |||||
| Lowest Risk | $1 | $189 | $395 | $393 | $978 |
| Lower Risk | — | 8 | 26 | 41 | 75 |
| Slight Risk | — | 1 | 4 | 11 | 16 |
| Higher Risk | — | — | 2 | 4 | 6 |
| Total | $1 | $198 | $427 | $449 | $1,075 |
The write-offs, net of recoveries for the nine months ended September 30, 2024 on a gross basis by year of origination were as follows:
| 2021 | 2022 | 2023 | 2024 | Total | |
|---|---|---|---|---|---|
| (Dollars in millions) | |||||
| Write-offs, net of recoveries | $(1) | $15 | $34 | $6 | $54 |
Activity for the nine months ended September 30, 2024 and 2023, in the allowance for credit losses for equipment installment plan receivables was as follows:
| September 30, 2024 | September 30, 2023 | |
|---|---|---|
| (Dollars in millions) | ||
| Allowance for credit losses, beginning of period | $90 | $96 |
| Bad debts expense | 44 | 47 |
| Write-offs, net of recoveries | (54) | (58) |
| Allowance for credit losses, end of period | $80 | $85 |
Note 5 Income Taxes
The effective tax rate on Income (loss) before income taxes for the three and nine months ended September 30, 2024 was 14.4% and (340.3)%, respectively. These effective tax rates reflect the impacts of recurring tax adjustments including nondeductible interest and compensation expenses as well as the discrete impact of the impairment of certain wireless spectrum licenses.
The effective tax rate on Income before income taxes for the three and nine months ended September 30, 2023 was 53.1% and 56.4%, respectively. These effective tax rates were higher than normal due primarily to the relatively low amount of Income before income taxes which increased the effective tax rate impact of recurring tax adjustments including nondeductible interest and compensation expenses, as well as discrete increases in state valuation allowances which reduced the net value of deferred tax assets.
Note 6 Earnings Per Share
Basic earnings per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) 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 (loss) per share attributable to UScellular shareholders were as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (Dollars and shares in millions, except per share amounts) | ||||
| Net income (loss) attributable to UScellular shareholders | $(79) | $23 | $(44) | $40 |
| Weighted average number of shares used in basic earnings (loss) per share | 86 | 85 | 86 | 85 |
| Effects of dilutive securities | — | 1 | — | 1 |
| Weighted average number of shares used in diluted earnings (loss) per share | 86 | 86 | 86 | 86 |
| Basic earnings (loss) per share attributable to UScellular shareholders | $(0.92) | $0.26 | $(0.51) | $0.47 |
| Diluted earnings (loss) per share attributable to UScellular shareholders | $(0.92) | $0.26 | $(0.51) | $0.47 |
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 (loss) per share attributable to UScellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was 3 million and 2 million for the three and nine months ended September 30, 2024, respectively, and less than 1 million for both the three and nine months ended September 30, 2023.
Note 7 Divestitures
On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for UScellular. On May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, UScellular, T-Mobile US, Inc. (T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustment as specified in the Securities Purchase Agreement, of $4,400 million, which is payable in a combination of cash and the assumption of up to approximately $2,000 million in debt. The Securities Purchase Agreement also contemplates, among other things, a Short-Term Spectrum Manager Lease Agreement that will become effective at the closing date, which provides T-Mobile with an exclusive license to use certain UScellular spectrum assets at no cost for up to one-year for the purpose of providing continued, uninterrupted service to customers. UScellular expects to present the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations if and when the accounting criteria is met. The transactions are expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.
On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000 million. As of September 30, 2024, the book value of the wireless spectrum licenses to be sold was $586 million. The transaction is subject to regulatory approval and other customary closing conditions, and is contingent on the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.
The strategic alternatives review process is ongoing as UScellular seeks to opportunistically monetize its spectrum assets that are not subject to the Securities Purchase Agreement or the Verizon Purchase Agreement.
UScellular incurred third-party expenses related to the announced transactions and strategic alternatives review of $7 million and $28 million for the three and nine months ended September 30, 2024, respectively, and $3 million for both the three and nine months ended September 30, 2023, which are included in Selling, general and administrative expenses.
UScellular also assessed whether the execution of the Securities Purchase Agreement constituted a significant change in the way it expects to operate its long-lived assets. Specifically, given the Securities Purchase Agreement, and UScellular's plan to divest of its wireless operations, UScellular expects to generate cash flows from the wireless operations separately from the retained business. Therefore, in the second quarter of 2024, UScellular bifurcated the historical single asset group intotwo asset groups – wireless and towers. At that time, UScellular also assessed whether an impairment test of its long-lived assets was required and determined that there was no triggering event present due to the factors just described that required a recoverability test to be performed. In the third quarter of 2024, UScellular re-assessed whether an impairment test of its long-lived assets was required considering the wireless spectrum license impairment and determined that there was no triggering event that required a recoverability test to be performed.
As part of the transaction, UScellular entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and UScellular has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106 million. The call option notice period started on May 24, 2024, and the put exercise period starts at the close of the broader transaction. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. UScellular accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated. UScellular estimated the fair value of the net written call option at $6 million as of September 30, 2024, which was recorded to Other deferred liabilities and credits in the Consolidated Balance Sheet. The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.
Note 8 Intangible Assets
Wireless Spectrum License Impairment
Wireless spectrum licenses represent a significant component of UScellular’s consolidated assets. Wireless spectrum licenses are considered to be indefinite-lived assets, and therefore, are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause UScellular to believe that their carrying values exceed their fair values. Wireless spectrum licenses are tested for impairment at the level of reporting referred to as a unit of accounting.
As a result of executing the Securities Purchase Agreement with T-Mobile during the second quarter of 2024, UScellular bifurcated its historical single unit of accounting intotwo units of accounting – wireless spectrum licenses to be sold under the Securities Purchase Agreement and wireless spectrum licenses to be retained. During the third quarter of 2024, UScellular’s efforts to monetize its spectrum assets not subject to the Securities Purchase Agreement provided new evidence that the highest and best use of the retained spectrum to current buyers would be in separate tranches. As a result, UScellular further divided its wireless spectrum licenses units of accounting from one retained unit into eleven units, resulting intwelve total units of accounting. UScellular concluded that there were events and circumstances in the third quarter of 2024 that caused UScellular to believe the carrying values of five of the units of accounting may exceed their respective fair values (i.e. triggering event), and accordingly a quantitative impairment assessment was performed for those units. There was no triggering event for the other units of accounting.
A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the five units tested, using a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions. The midpoint of the range was established as the estimate of fair value for each unit of accounting. Based on this valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9% to 80% for three of the units of accounting. For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $136 million impairment was recorded to Loss on impairment of licenses in the Consolidated Statement of Operations within UScellular’s Wireless segment during the third quarter of 2024. The impairment loss was substantially all related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands, the carrying value of which was $161 million as of September 30, 2024, after the impairment loss. The impairment loss is driven by the change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.
Note 9 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.
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| (Dollars in millions) | ||
| Equity method investments | $464 | $448 |
| Measurement alternative method investments | 5 | 4 |
| Investments recorded using the net asset value practical expedient | 9 | 9 |
| Total investments in unconsolidated entities | $478 | $461 |
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of UScellular’s equity method investments.
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (Dollars in millions) | ||||
| Revenues | $1,878 | $1,805 | $5,541 | $5,369 |
| Operating expenses | 1,465 | 1,420 | 4,293 | 4,138 |
| Operating income | 413 | 385 | 1,248 | 1,231 |
| Other income (expense), net | 1 | (13) | — | (19) |
| Net income | $414 | $372 | $1,248 | $1,212 |
Note 10 Asset Retirement Obligations
Asset retirement obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.
During the three months ended September 30, 2024, 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 the nine months ended September 30, 2024 were as follows:
| Asset Retirement Obligations | |
|---|---|
| (Dollars in millions) | |
| Balance at December 31, 2023 | $367 |
| Additional liabilities accrued | 4 |
| Revisions in estimated cash outflows | 9 |
| Disposition of assets | (2) |
| Accretion expense | 15 |
| Balance at September 30, 2024 | $393 |
Note 11 Debt
Receivables Securitization Agreement
UScellular, through its subsidiaries, has a receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until September 2025. 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 Secured Overnight Financing Rate (SOFR)) plus 1.15%. During the nine months ended September 30, 2024, UScellular borrowed $40 million and repaid $188 million under its receivables securitization agreement. As of September 30, 2024, the outstanding borrowings under the agreement were $2 million and the unused borrowing capacity was $448 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement. As of September 30, 2024, the USCC Master Note Trust held $132 million of assets available to be pledged as collateral for the receivables securitization agreement.
Term Loan Agreements
In October 2024, UScellular repaid $40 million under its term loan agreement due July 2026.
Debt Covenants
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. UScellular is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following: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 September 30, 2024 with all such financial covenants.
Note 12 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 this Form 10-Q and UScellular’s Form 10-K for the year ended December 31, 2023.
UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (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.
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.
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| (Dollars in millions) | ||
| Assets | ||
| Cash and cash equivalents | $49 | $24 |
| Accounts receivable | 627 | 633 |
| Inventory, net | 4 | 4 |
| Other current assets | 17 | 30 |
| Licenses | 641 | 641 |
| Property, plant and equipment, net | 132 | 143 |
| Operating lease right-of-use assets | 49 | 48 |
| Other assets and deferred charges | 429 | 494 |
| Total assets | $1,948 | $2,017 |
| Liabilities | ||
| Current liabilities | $36 | $37 |
| Long-term operating lease liabilities | 43 | 42 |
| Other deferred liabilities and credits | 28 | 29 |
| Total liabilities1 | $107 | $108 |
1 Total liabilities does not include amounts borrowed under the receivables securitization agreement. See Note 11 – Debt for additional information.
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 $5 million and $6 million at September 30, 2024 and December 31, 2023, 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 $295 million and $276 million during the nine months ended September 30, 2024 and 2023, respectively, of which $253 million in 2024 and $244 million in 2023, 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 provided 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 was not exercised during the exercise period.
Note 13 Business Segment Information
During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers. This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift. The Towers segment records rental revenue and the Wireless segment records a related expense when the Wireless segment uses company-owned towers to locate its network equipment, using estimated market pricing - this revenue and expense is eliminated in consolidation. Prior periods have been updated to conform to the new reportable segments.
Financial data for UScellular’s reportable segments for the three and nine month periods ended, or as of September 30, 2024 and 2023, is as follows. See Note 1 — Basis of Presentation for additional information.
| Three Months Ended or as of September 30, 2024 | Wireless | Towers | Intra-company eliminations | UScellular Total |
|---|---|---|---|---|
| (Dollars in millions) | ||||
| Operating revenues | ||||
| Service | $721 | $59 | $(33) | $747 |
| Equipment and product sales | 175 | — | — | 175 |
| Total operating revenues | 896 | 59 | (33) | 922 |
| System operations (excluding Depreciation, amortization and accretion reported below) | 193 | 20 | (33) | 180 |
| Cost of equipment and products | 203 | — | — | 203 |
| Selling, general and administrative | 316 | 8 | — | 324 |
| Depreciation, amortization and accretion | 155 | 12 | — | 167 |
| Loss on impairment of licenses | 136 | — | — | 136 |
| (Gain) loss on asset disposals, net | 4 | — | — | 4 |
| (Gain) loss on license sales and exchanges, net | (2) | — | — | (2) |
| Operating income (loss) | (109) | 19 | — | (90) |
| Equity in earnings of unconsolidated entities1 | 43 | |||
| Interest and dividend income1 | 4 | |||
| Interest expense1 | (49) | |||
| Income (loss) before income taxes | (92) | |||
| Income tax expense (benefit)1 | (14) | |||
| Net income (loss) | (78) | |||
| Add back: | ||||
| Depreciation, amortization and accretion | 155 | 12 | — | 167 |
| Expenses related to strategic alternatives review | 7 | — | — | 7 |
| Loss on impairment of licenses | 136 | — | — | 136 |
| (Gain) loss on asset disposals, net | 4 | — | — | 4 |
| (Gain) loss on license sales and exchanges, net | (2) | — | — | (2) |
| Interest expense1 | 49 | |||
| Income tax expense (benefit)1 | (14) | |||
| Adjusted EBITDA2 | $191 | $31 | $— | $269 |
| Investments in unconsolidated entities1 | $478 | |||
| Total assets3 | $10,516 | |||
| Capital expenditures | $114 | $6 | $— | $120 |
| Three Months Ended or as of September 30, 2023 | Wireless | Towers | Intra-company eliminations | UScellular Total |
|---|---|---|---|---|
| (Dollars in millions) | ||||
| Operating revenues | ||||
| Service | $737 | $57 | $(32) | $762 |
| Equipment and product sales | 201 | — | — | 201 |
| Total operating revenues | 938 | 57 | (32) | 963 |
| System operations (excluding Depreciation, amortization and accretion reported below) | 199 | 18 | (32) | 185 |
| Cost of equipment and products | 228 | — | — | 228 |
| Selling, general and administrative | 324 | 9 | — | 333 |
| Depreciation, amortization and accretion | 148 | 11 | — | 159 |
| (Gain) loss on asset disposals, net | 1 | — | — | 1 |
| Operating income | 38 | 19 | — | 57 |
| Equity in earnings of unconsolidated entities1 | 40 | |||
| Interest and dividend income1 | 3 | |||
| Interest expense1 | (50) | |||
| Income before income taxes | 50 | |||
| Income tax expense1 | 27 | |||
| Net income | 23 | |||
| Add back: | ||||
| Depreciation, amortization and accretion | 148 | 11 | — | 159 |
| Expenses related to strategic alternatives review | 3 | — | — | 3 |
| (Gain) loss on asset disposals, net | 1 | — | — | 1 |
| Interest expense1 | 50 | |||
| Income tax expense1 | 27 | |||
| Adjusted EBITDA2 | $190 | $30 | $— | $263 |
| Investments in unconsolidated entities1 | $477 | |||
| Total assets3 | $10,749 | |||
| Capital expenditures | $106 | $5 | $— | $111 |
| Nine Months Ended or as of September 30, 2024 | Wireless | Towers | Intra-company eliminations | UScellular Total |
|---|---|---|---|---|
| (Dollars in millions) | ||||
| Operating revenues | ||||
| Service | $2,168 | $175 | $(98) | $2,245 |
| Equipment and product sales | 554 | — | — | 554 |
| Total operating revenues | 2,722 | 175 | (98) | 2,799 |
| System operations (excluding Depreciation, amortization and accretion reported below) | 582 | 58 | (98) | 542 |
| Cost of equipment and products | 630 | — | — | 630 |
| Selling, general and administrative | 953 | 24 | — | 977 |
| Depreciation, amortization and accretion | 466 | 33 | — | 499 |
| Loss on impairment of licenses | 136 | — | — | 136 |
| (Gain) loss on asset disposals, net | 13 | 1 | — | 14 |
| (Gain) loss on license sales and exchanges, net | 4 | — | — | 4 |
| Operating income (loss) | (62) | 59 | — | (3) |
| Equity in earnings of unconsolidated entities1 | 123 | |||
| Interest and dividend income1 | 9 | |||
| Interest expense1 | (137) | |||
| Income (loss) before income taxes | (8) | |||
| Income tax expense (benefit)1 | 29 | |||
| Net income (loss) | (37) | |||
| Add back: | ||||
| Depreciation, amortization and accretion | 466 | 33 | — | 499 |
| Expenses related to strategic alternatives review | 26 | 2 | — | 28 |
| Loss on impairment of licenses | 136 | — | — | 136 |
| (Gain) loss on asset disposals, net | 13 | 1 | — | 14 |
| (Gain) loss on license sales and exchanges, net | 4 | — | — | 4 |
| Interest expense1 | 137 | |||
| Income tax expense (benefit)1 | 29 | |||
| Adjusted EBITDA2 | $583 | $95 | $— | $810 |
| Capital expenditures | $400 | $15 | $— | $415 |
| Nine Months Ended or as of September 30, 2023 | Wireless | Towers | Intra-company eliminations | UScellular Total |
|---|---|---|---|---|
| (Dollars in millions) | ||||
| Operating revenues | ||||
| Service | $2,214 | $170 | $(95) | $2,289 |
| Equipment and product sales | 617 | — | — | 617 |
| Total operating revenues | 2,831 | 170 | (95) | 2,906 |
| System operations (excluding Depreciation, amortization and accretion reported below) | 597 | 55 | (95) | 557 |
| Cost of equipment and products | 708 | — | — | 708 |
| Selling, general and administrative | 995 | 25 | — | 1,020 |
| Depreciation, amortization and accretion | 456 | 34 | — | 490 |
| (Gain) loss on asset disposals, net | 14 | — | — | 14 |
| Operating income | 61 | 56 | — | 117 |
| Equity in earnings of unconsolidated entities1 | 121 | |||
| Interest and dividend income1 | 8 | |||
| Interest expense1 | (147) | |||
| Income before income taxes | 99 | |||
| Income tax expense1 | 56 | |||
| Net income | 43 | |||
| Add back: | ||||
| Depreciation, amortization and accretion | 456 | 34 | — | 490 |
| Expenses related to strategic alternatives review | 3 | — | — | 3 |
| (Gain) loss on asset disposals, net | 14 | — | — | 14 |
| Interest expense1 | 147 | |||
| Income tax expense1 | 56 | |||
| Adjusted EBITDA2 | $534 | $90 | $— | $753 |
| Capital expenditures | $452 | $10 | $— | $462 |
1 Income and expense items below Operating income are not provided at the individual segment level for Wireless and Towers. These items are not included in the evaluation of operating performance of the segments, and therefore are reported for "UScellular Total".
2 Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation above. UScellular believes Adjusted EBITDA is a useful measure of UScellular’s operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as it provides additional relevant and useful information to investors and other users of UScellular’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management's evaluation of business performance.
3 Assets are not provided at the individual segment level for Wireless and Towers. The segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.