美国无线电话 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto UNITED STATES CELLULAR CORPORATION(Exact name of Registrant as specified in its charter) 62-1147325 (IRS Employer Identification No.) (State or other jurisdiction of incorporation or organization) 8410 West Bryn Mawr,Chicago,Illinois60631(Address of principal executive offices) (Zip code) Registrant's telephone number, including area code:(773)399-8900 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)Yes☐No☒ As of June 28, 2024, the aggregate market value of the registrant's Common Shares held by non-affiliates was approximately $828million, based upon the closing price of the Common Shares on June 28, 2024, of $55.82, as reported by the New York StockExchange. For purposes hereof, United States Cellular Corporation (UScellular) has assumed that each director and executive officer isan affiliate, and no party who has filed a Schedule 13G is an affiliate. The number of shares outstanding of each of the registrant's classes of common stock, as of January31, 2025, is52million CommonShares, $1 par value, and33million Series A Common Shares, $1 par value. DOCUMENTS INCORPORATED BY REFERENCE Those sections or portions of the registrant’s Notice of Annual Meeting of Shareholders and Proxy Statement (Proxy Statement) to befiled prior to April 30, 2025, for the 2025 Annual Meeting of Shareholders scheduled to be held May 20, 2025, are herein incorporatedby reference into PartsII and III of this report. TABLE OF CONTENTS Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersItem 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accountant Fees and Services Item 15.Exhibits and Financial Statement Schedules94Item 16.Form 10-K Summary101 PARTI Item1. Business General United States Cellular Corporation (UScellular) provides wireless telecommunications services to customers with4.4 millionretailconnections in portions of 21 states collectively representing a total population of 33 million. 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 itsoperations into two reportable segments – Wireless and Towers. All of its operating markets are in the United States. UScellular is amajority-owned subsidiary of Telephone and Data Systems, Inc. As of December 31, 2024, TDS owns 83% of UScellular’s CommonShares, has the voting power to elect all of the directors of UScellular and controls 96% of the voting power in matters other than theelection of directors of UScellular. The map below highlights UScellular’s areas of operations. Table of Contents Operating Strategy, Recent Developments and Community Focus UScellular’s strategy is to attract and retain customers by providing a high-quality network, outstanding customer service andcompetitive devices, plans and pricing - all provided with a community focus. UScellular operates a regional wireless network. UScellular’s interests in wireless spectrum licenses include both direct interestswhereby UScellular is the licensee and investment interests in entities which are licensees; together, these direct and investmentinterests involve operating and non-operating wireless spectrum licenses covering portions of 30states and a total population ofapproximately 51 million as of December 31, 2024. UScellular owns and operates towers which support UScellular's wireless network. UScellular also leases space on its owned towers toother wireless service providers. As of December 31, 2024, UScellular owned 4,409 towers with 2,444 third-party colocations. On August 4, 2023, TDS and UScellular announced that the Board