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0001051512False00010515122024-02-162024-02-160001051512us-gaap:CommonClassBMember2024-02-162024-02-160001051512tds:PreferredStock1Member2024-02-162024-02-160001051512tds:PreferredStock2Member2024-02-162024-02-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2024
image1a30.jpg
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
001-14157
 
36-2669023
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Shares, $.01 par value TDS New York Stock Exchange
Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value TDSPrU New York Stock Exchange
Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value TDSPrV New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02. Results of Operations and Financial Condition
On February 16, 2024, Telephone and Data Systems, Inc. (TDS) issued a news release announcing its results of operations for the period ended December 31, 2023.  A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein. 
The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d)   The following exhibits are being filed herewith:
Exhibit Number   Description of Exhibits
99.1  
     
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    TELEPHONE AND DATA SYSTEMS, INC.
       
Date: February 16, 2024 By: /s/ Vicki L. Villacrez
      Vicki L. Villacrez
      Executive Vice President and Chief Financial Officer

EX-99.1 2 tdsq420238-kex991.htm EX-99.1 Document

Exhibit 99.1
NEWS RELEASE
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As previously announced, TDS will hold a teleconference on February 16, 2024 at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.tdsinc.com.
FOR IMMEDIATE RELEASE
TDS reports fourth quarter and full year 2023 results
Investing in our networks; Provides 2024 guidance
CHICAGO (February 16, 2024) — Telephone and Data Systems, Inc. (NYSE:TDS) reported total operating revenues of $1,313 million for the fourth quarter of 2023, versus $1,357 million for the same period one year ago. Net income (loss) attributable to TDS common shareholders and related diluted earnings (loss) per share were $(523) million and $(4.64), respectively, for the fourth quarter of 2023 compared to $(43) million and $(0.38), respectively, in the same period one year ago.
Excluding a $547 million ($511 million, net of tax impacts) non-cash charge related to goodwill impairment recorded at TDS Telecom during the fourth quarter of 2023, net income (loss) available to TDS common shareholders and related diluted earnings (loss) per share for the fourth quarter of 2023 were $(12) million and $(0.11), respectively.
TDS reported total operating revenues of $5,160 million and $5,413 million for the years ended 2023 and 2022, respectively. Net income (loss) attributable to TDS common shareholders and related diluted earnings (loss) per share were $(569) million and $(5.06), respectively, for the year ended 2023 compared to $(7) million and $(0.07), respectively, for the year ended 2022.
Excluding a $547 million ($511 million, net of tax impacts) non-cash charge related to goodwill impairment recorded at TDS Telecom during the fourth quarter of 2023, net income (loss) available to TDS common shareholders and related diluted earnings (loss) per share for the year ended 2023 were $(58) million and $(0.53), respectively.
Full year 2023 Highlights*
UScellular
•Postpaid ARPU grew 2%
•Delivering on growth initiatives
◦Fixed wireless customers grew 46% to 114,000
◦Tower rental revenues grew 8% to $100 million
•Increased profitability
◦Net income, Adjusted OIBDA and Adjusted EBITDA up
•Generated positive free cash flow and increased cash flows from operating activities
•Began launching 5G mid-band network - providing low latency and faster speeds
TDS Telecom
•Exceeded full year 2023 fiber address goal
◦Delivered 217,000 fiber service addresses
•Executing on fiber broadband strategy
◦Expanded its footprint 12% - increased total service addresses to 1.7 million
◦Residential broadband connections grew 6% and Residential revenue per connection grew 4%
◦Total Wireline expansion residential revenues grew to $75 million

*Comparisons are Year Ended December 31, 2023 to Year Ended December 31, 2022
1


“In 2023, the TDS Family of Companies continued to make substantial investments in our businesses in order to improve our competitiveness,” said LeRoy T. Carlson, Jr., TDS President and CEO. “UScellular made significant progress on its 5G network, while TDS Telecom ended the year with all of its fiber expansion communities initially launched.
“UScellular increased Postpaid ARPU 2% and drove strong results in fixed wireless in 2023. It was a challenging year from a mobility subscriber standpoint as the environment remains competitive. UScellular’s goal was to balance subscriber objectives with financial goals, which led to increased profitability year over year.
"In 2024, UScellular plans to continue focusing on improving customer results, growth in fixed wireless and towers, and maintaining financial discipline as we advance the network through mid-band deployment.
“In 2023, TDS Telecom delivered 217,000 marketable fiber service addresses, up 24% from the initial 2023 target. Residential broadband connections increased 6%, while residential revenue per connection grew 4%. With all markets launched, the team plans to focus on increasing broadband penetration and revenues across the fiber footprint. We expect this to result in improved profitability in 2024.”
Recent Development: 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. The process is still ongoing.
2


2024 Estimated Results

TDS’ current estimates of full-year 2024 results for UScellular and TDS Telecom are shown below. Such estimates represent management’s view as of February 16, 2024 and should not be assumed to be current as of any future date. TDS undertakes no duty to update such estimates, whether as a result of new information, future events, or otherwise. There can be no assurance that final results will not differ materially from estimated results.


UScellular 2024 Estimated Results
Actual Results for
the Year Ended
December 31, 2023
(Dollars in millions)    
Service revenues $2,950-$3,050 $3,044
Adjusted OIBDA1, 2
$750-$850 $818
Adjusted EBITDA1, 2
$920-$1,020 $986
Capital expenditures $550-$650 $611
TDS Telecom 2024 Estimated Results Actual Results for
the Year Ended
December 31, 2023
(Dollars in millions)
Total operating revenues $1,070-$1,100 $1,028
Adjusted OIBDA1
$310-$340 $279
Adjusted EBITDA1
$310-$340 $285
Capital expenditures $310-$340 $577
3


The following tables reconcile EBITDA, Adjusted EBITDA, and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) or Income (loss) before income taxes. In providing 2024 estimated results, TDS has not completed the below reconciliation to Net income (loss) because it does not provide guidance for income taxes. Although potentially significant, TDS believes that the impact of income taxes cannot be reasonably predicted; therefore, TDS is unable to provide such guidance.
UScellular TDS Telecom
2024 Estimated Results2
Actual Results for
the Year Ended
December 31, 2023
2024 Estimated Results2
Actual Results for
the Year Ended
December 31, 2023
(Dollars in millions)    
Net income (loss) (GAAP) N/A $58  N/A ($483)
Add back:    
Income tax expense N/A 53  N/A (26)
Income (loss) before income taxes (GAAP) $40-$140 $111  $40-$70 ($509)
Add back:
Interest expense 195 196  (8)
Depreciation, amortization and accretion expense 665 656  270 245 
EBITDA (Non-GAAP)1
$900-$1,000 $963  $310-$340 ($272)
Add back or deduct:
Expenses related to strategic alternatives review — 
Loss on impairment of goodwill —  547 
(Gain) loss on asset disposals, net 20 17  10 
(Gain) loss on license sales and exchanges, net —  (2) —  — 
Adjusted EBITDA (Non-GAAP)1
$920-$1,020 $986  $310-$340 $285 
Deduct:
Equity in earnings of unconsolidated entities 160 158  — 
Interest and dividend income 10 10 
Other, net — 
Adjusted OIBDA (Non-GAAP)1
$750-$850 $818  $310-$340 $279 
Numbers may not foot due to rounding.
1EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation above. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. TDS does not intend to imply that any such items set forth in the reconciliation above are infrequent or unusual; such items may occur in the future. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of TDS’ operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of TDS’ financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of UScellular while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The table above reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income (loss) or Income (loss) before income taxes. Additional information and reconciliations related to Non-GAAP financial measures for December 31, 2023, can be found on TDS' website at investors.tdsinc.com.
22024 Estimated Results do not reflect any anticipated costs, expenses or results of the strategic alternatives review referenced above.
4


Conference Call Information
TDS will hold a conference call on February 16, 2024 at 9:00 a.m. Central Time.
•Access the live call on the Events & Presentations page of investors.tdsinc.com or at
https://events.q4inc.com/attendee/105947395
•Access the call by phone at (888) 330-2384 (US/Canada), passcode: 1328528
Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.tdsinc.com. The call will be archived on the Events & Presentations page of investors.tdsinc.com.
About TDS
Telephone and Data Systems, Inc. (TDS), a Fortune 1000® company, provides wireless; broadband, video and voice; and hosted and managed services to approximately 6 million connections nationwide through its businesses, UScellular, TDS Telecom and OneNeck IT Solutions. Founded in 1969 and headquartered in Chicago, TDS employed 8,800 people as of December 31, 2023.
Visit investors.tdsinc.com for comprehensive financial information, including earnings releases, quarterly and annual filings, shareholder information and more.
Contacts
Colleen Thompson, Vice President - Corporate Relations
colleen.thompson@tdsinc.com
Julie Mathews, IRC, Director - Investor Relations
julie.mathews@tdsinc.com
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: whether any strategic alternatives for UScellular will be successfully identified or completed; whether any such strategic alternative will result in additional value for TDS or its shareholders and whether the process will have an adverse impact on TDS’ businesses; intense competition; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms and changes in roaming practices; the ability to obtain access to adequate radio spectrum to meet current or anticipated future needs, including participation in FCC auctions; the ability to attract people of outstanding talent throughout all levels of the organization; TDS' smaller scale relative to larger competitors; changes in demand, consumer preferences and perceptions, price competition, or churn rates; advances in technology; impacts of costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of TDS’ businesses; the ability of the company to successfully construct and manage its networks; difficulties involving third parties with which TDS does business; uncertainties in TDS’ future cash flows and liquidity and access to the capital markets; the ability to make payments on TDS and UScellular indebtedness or comply with the terms of debt covenants; the effect on TDS' business if the collateral securing its secured term loan is foreclosed upon; conditions in the U.S. telecommunications industry; the value of assets and investments; the state and federal regulatory environment; pending and future litigation; cyber-attacks or other breaches of network or information technology security; control by the TDS Voting Trust; disruption in credit or other financial markets; deterioration of U.S. or global economic conditions; and the impact, duration and severity of public health emergencies. Investors are encouraged to consider these and other risks and uncertainties that are more fully described under “Risk Factors” in the most recent filing of TDS’ Form 10-K.
For more information about TDS and its subsidiaries, visit:
TDS: www.tdsinc.com
UScellular: www.uscellular.com
TDS Telecom: www.tdstelecom.com
OneNeck IT Solutions: www.oneneck.com
5


United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended 12/31/2023 9/30/2023 6/30/2023 3/31/2023 12/31/2022
Retail Connections          
Postpaid          
Total at end of period 4,106,000  4,159,000  4,194,000  4,223,000  4,247,000 
Gross additions 129,000  128,000  125,000  137,000  154,000 
Handsets 80,000  84,000  83,000  93,000  105,000 
Connected devices 49,000  44,000  42,000  44,000  49,000 
Net additions (losses) (50,000) (35,000) (28,000) (24,000) (17,000)
Handsets (53,000) (38,000) (29,000) (25,000) (20,000)
Connected devices 3,000  3,000  1,000  1,000  3,000 
ARPU1
$ 51.61  $ 51.11  $ 50.64  $ 50.66  $ 50.60 
ARPA2
$ 131.63  $ 130.91  $ 130.19  $ 130.77  $ 130.97 
Handset upgrade rate3
5.8  % 4.5  % 4.8  % 4.9  % 7.0  %
Churn rate4
1.44  % 1.30  % 1.21  % 1.27  % 1.35  %
Handsets 1.22  % 1.11  % 1.01  % 1.06  % 1.12  %
Connected devices 3.03  % 2.64  % 2.65  % 2.78  % 2.99  %
Prepaid
Total at end of period 451,000  462,000  462,000  470,000  493,000 
Gross additions 43,000  52,000  50,000  43,000  61,000 
Net additions (losses) (11,000) —  (8,000) (23,000) — 
ARPU1, 5
$ 32.32  $ 33.44  $ 33.86  $ 33.19  $ 33.34 
Churn rate4
3.87  % 3.68  % 4.18  % 4.63  % 4.11  %
Market penetration at end of period
Consolidated operating population 32,350,000  32,350,000  32,350,000  32,350,000  32,370,000 
Consolidated operating penetration6
15  % 15  % 15  % 15  % 15  %
Capital expenditures (millions) $ 148  $ 111  $ 143  $ 208  $ 176 
Total cell sites in service 7,000  6,973  6,952  6,950  6,945 
Owned towers 4,373  4,356  4,341  4,338  4,336 
Due to rounding, the sum of quarterly results may not equal the total for the year.
1Average Revenue Per User (ARPU) - metric is calculated by dividing a revenue base by an average number of connections and by the number of months in the period. These revenue bases and connection populations are shown below:
•Postpaid ARPU consists of total postpaid service revenues and postpaid connections.
•Prepaid ARPU consists of total prepaid service revenues and prepaid connections.
2Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
3Handset upgrade rate calculated as total handset upgrade transactions divided by average postpaid handset connections.
4Churn rate represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.
5Fourth quarter 2023 Prepaid ARPU excludes a $6 million reduction of prepaid revenue related to an adjustment to correct a prior period error recorded in the fourth quarter of 2023.
6Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total estimated population of consolidated operating markets.
6


TDS Telecom
Summary Operating Data (Unaudited)
As of or for the Quarter Ended 12/31/2023 9/30/2023 6/30/2023 3/31/2023 12/31/2022
Residential connections          
Broadband
Wireline, Incumbent 244,800  248,800  249,200  247,900  249,100 
Wireline, Expansion 92,200  79,400  70,200  62,800  56,100 
Cable 202,900  204,400  204,200  204,700  204,800 
Total Broadband 539,800  532,600  523,600  515,400  510,000 
Video 131,500  132,400  132,300  132,600  135,300 
Voice 281,600  284,000  288,200  289,200  291,600 
Total Residential connections 952,900  949,000  944,100  937,200  936,900 
Commercial connections 210,200  217,400  223,300  229,800  236,000 
Total connections 1,163,100  1,166,400  1,167,400  1,167,000  1,173,000 
Residential revenue per connection1
$ 62.74  $ 62.15  $ 61.97  $ 60.24  $ 59.91 
Capital expenditures (millions) $ 143  $ 172  $ 132  $ 130  $ 165 
Numbers may not foot due to rounding.
1Total residential revenue per connection is calculated by dividing total residential revenue by the average number of residential connections and by the number of months in the period.
7


Telephone and Data Systems, Inc.
Consolidated Statement of Operations Highlights
(Unaudited)
  Three Months Ended
December 31,
Year Ended
December 31,
  2023 2022
2023
vs. 2022
2023 2022
2023
vs. 2022
(Dollars and shares in millions, except per share amounts)            
Operating revenues            
UScellular $ 1,000  $ 1,048  (5) % $ 3,906  $ 4,169  (6) %
TDS Telecom 261  257  % 1,028  1,020  %
All Other1
52  52  (1) % 226  224  %
  1,313  1,357  (3) % 5,160  5,413  (5) %
Operating expenses          
UScellular            
Expenses excluding depreciation, amortization and accretion 812  885  (8) % 3,096  3,379  (8) %
Depreciation, amortization and accretion 166  179  (8) % 656  700  (6) %
Loss on impairment of licenses —  —  —  N/M
(Gain) loss on asset disposals, net 11  (67) % 17  19  (9) %
(Gain) loss on sale of business and other exit costs, net —  —  N/M —  (1) N/M
(Gain) loss on license sales and exchanges, net (2) —  N/M (2) —  N/M
  979  1,075  (9) % 3,767  4,100  (8) %
TDS Telecom            
Expenses excluding depreciation, amortization and accretion 186  192  (4) % 749  732  %
Depreciation, amortization and accretion 65  56  17  % 245  215  14  %
Loss on impairment of goodwill 547  —  N/M 547  —  N/M
(Gain) loss on asset disposals, net (59) % 10  31  %
  799  252  N/M 1,551  954  63  %
All Other1
           
Expenses excluding depreciation and amortization 56  52  % 242  222  %
Depreciation and amortization (6) % 14  14  (2) %
(Gain) loss on asset disposals, net —  —  N/M —  (95) %
  59  56  % 256  237  %
Total operating expenses 1,837  1,383  33  % 5,574  5,291  %
Operating income (loss)            
UScellular 21  (27) N/M 139  69  N/M
TDS Telecom (538) N/M (523) 66  N/M
All Other1
(7) (4) N/M (30) (13) N/M
  (524) (26) N/M (414) 122  N/M
Investment and other income (expense)
Equity in earnings of unconsolidated entities 37  36  % 159  159 
Interest and dividend income (41) % 20  17  19  %
Interest expense (66) (55) (20) % (244) (174) (40) %
Other, net —  N/M 94  %
Total investment and other income (expense) (24) (12) (96) % (63) N/M
Income (loss) before income taxes (548) (38) N/M (477) 125  N/M
Income tax expense (benefit) (45) (8) N/M 10  53  (81) %
Net income (loss) (503) (30) N/M (487) 72  N/M
Less: Net income (loss) attributable to noncontrolling interests, net of tax (4) N/M 13  10  28  %
Net income (loss) attributable to TDS shareholders (506) (26) N/M (500) 62  N/M
TDS Preferred Share dividends 17  17  69  69 
Net loss attributable to TDS common shareholders $ (523) $ (43) N/M $ (569) $ (7) N/M
Basic weighted average shares outstanding 113  113  113  114  (1) %
Basic earnings (loss) per share attributable to TDS common shareholders $ (4.64) $ (0.38) N/M $ (5.05) $ (0.07) N/M
Diluted weighted average shares outstanding 113  113  113  114  (1) %
Diluted earnings (loss) per share attributable to TDS common shareholders $ (4.64) $ (0.38) N/M $ (5.06) $ (0.07) N/M
N/M - Percentage change not meaningful.
Numbers may not foot due to rounding.
1    Consists of TDS corporate, intercompany eliminations and other business operations not included in UScellular and TDS Telecom segments.
8


Telephone and Data Systems, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Year Ended December 31, 2023 2022
(Dollars in millions)    
Cash flows from operating activities
Net income (loss) $ (487) $ 72 
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities
Depreciation, amortization and accretion 915  929 
Bad debts expense 111  138 
Stock-based compensation expense 41  42 
Deferred income taxes, net 47 
Equity in earnings of unconsolidated entities (159) (159)
Distributions from unconsolidated entities 150  145 
Loss on impairment of intangible assets 547 
(Gain) loss on asset disposals, net 27  27 
(Gain) loss on sale of business and other exit costs, net —  (1)
(Gain) loss on license sales and exchanges, net (2) — 
Other operating activities 10 
Changes in assets and liabilities from operations
Accounts receivable (69)
Equipment installment plans receivable (20) (199)
Inventory 61  (90)
Accounts payable (99) 32 
Customer deposits and deferred revenues (8) 48 
Accrued taxes 50  127 
Other assets and liabilities (3) 53 
Net cash provided by operating activities 1,142  1,155 
     
Cash flows from investing activities
Cash paid for additions to property, plant and equipment (1,211) (1,161)
Cash paid for licenses and other intangible assets (130) (614)
Other investing activities 14  (8)
Net cash used in investing activities (1,327) (1,783)
     
Cash flows from financing activities
Issuance of long-term debt 1,081  1,154 
Repayment of long-term debt (723) (332)
Issuance of short-term debt —  110 
Repayment of short-term debt (60) (50)
TDS Common Shares reissued for benefit plans, net of tax payments (3) (4)
UScellular Common Shares reissued for benefit plans, net of tax payments (6) (5)
Repurchase of TDS Common Shares (6) (40)
Repurchase of UScellular Common Shares —  (43)
Dividends paid to TDS shareholders (153) (151)
Payment of debt and equity issuance costs (5) (2)
Distributions to noncontrolling interests (3) (3)
Cash paid for software license agreements (66) (23)
Other financing activities — 
Net cash provided by financing activities 56  613 
Net decrease in cash, cash equivalents and restricted cash (129) (15)
Cash, cash equivalents and restricted cash
Beginning of period 399  414 
End of period $ 270  $ 399 
9


Telephone and Data Systems, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)

ASSETS
December 31, 2023 2022
(Dollars in millions)    
Current assets    
Cash and cash equivalents $ 236  $ 360 
Accounts receivable, net 1,074  1,181 
Inventory, net 208  268 
Prepaid expenses 86  102 
Income taxes receivable 59 
Other current assets 52  58 
Total current assets 1,660  2,028 
Assets held for sale 15  26 
Licenses 4,702  4,699 
Goodwill —  547 
Other intangible assets, net 183  204 
Investments in unconsolidated entities 505  495 
Property, plant and equipment, net
5,062  4,760 
Operating lease right-of-use assets 987  995 
Other assets and deferred charges 807  796 
Total assets $ 13,921  $ 14,550 
10


Telephone and Data Systems, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)

LIABILITIES AND EQUITY
December 31, 2023 2022
(Dollars in millions, except per share amounts)    
Current liabilities    
Current portion of long-term debt $ 26  $ 19 
Accounts payable 360  506 
Customer deposits and deferred revenues 277  285 
Accrued interest 12  12 
Accrued taxes 43  46 
Accrued compensation 149  144 
Short-term operating lease liabilities 147  146 
Other current liabilities 170  356 
Total current liabilities 1,184  1,514 
Deferred liabilities and credits    
Deferred income tax liability, net 975  969 
Long-term operating lease liabilities 890  908 
Other deferred liabilities and credits 784  813 
Long-term debt, net 4,080  3,731 
Noncontrolling interests with redemption features 12  12 
Equity    
TDS shareholders' equity    
Series A Common and Common Shares, par value $0.01 per share
Capital in excess of par value 2,558  2,551 
Preferred Shares, par value $0.01 per share 1,074  1,074 
Treasury shares, at cost (465) (481)
Accumulated other comprehensive income 11 
Retained earnings 2,023  2,699 
Total TDS shareholders' equity 5,202  5,849 
Noncontrolling interests 794  754 
Total equity 5,996  6,603 
Total liabilities and equity $ 13,921  $ 14,550 
11


Balance Sheet Highlights
(Unaudited)
  December 31, 2023
  UScellular
TDS
Telecom
TDS Corporate
& Other
Intercompany
Eliminations
TDS
Consolidated
(Dollars in millions)          
Cash and cash equivalents $ 150  $ 37  $ 90  $ (41) $ 236 
Licenses and other intangible assets $ 4,693  $ 187  $ $ —  $ 4,885 
Investment in unconsolidated entities 461  48  (8) 505 
  $ 5,154  $ 191  $ 53  $ (8) $ 5,390 
Property, plant and equipment, net $ 2,576  $ 2,402  $ 84  $ —  $ 5,062 
Long-term debt, net:
Current portion $ 20  $ —  $ $ —  $ 26 
Non-current portion 3,044  1,033  —  4,080 
  $ 3,064  $ $ 1,039  $ —  $ 4,106 
12


TDS Telecom Highlights
(Unaudited)
  Three Months Ended
December 31,
Year Ended
December 31,
  2023 2022
2023 vs. 2022
2023 2022
2023 vs. 2022
(Dollars in millions)            
Operating revenues            
Residential
Wireline, Incumbent $ 88  $ 87  % $ 352  $ 350  %
Wireline, Expansion 23  14  61  % 75  49  53  %
Cable 69  67  % 273  270  %
Total residential 179  168  % 700  669  %
Commercial 37  43  (13) % 155  173  (10) %
Wholesale 45  45  (1) % 172  177  (3) %
Total service revenues 261  256  % 1,027  1,019  %
Equipment revenues —  —  (22) % (12) %
Total operating revenues 261  257  % 1,028  1,020  %
           
Cost of services 104  110  (5) % 423  418  %
Cost of equipment and products —  —  N/M —  (26) %
Selling, general and administrative expenses 82  83  (1) % 326  313  %
Depreciation, amortization and accretion 65  56  17  % 245  215  14  %
Loss on impairment of goodwill 547  —  N/M 547  —  N/M
(Gain) loss on asset disposals, net (59) % 10  31  %
Total operating expenses 799  252  N/M 1,551  954  63  %
Operating income (loss) $ (538) $ N/M $ (523) $ 66  N/M
N/M - Percentage change not meaningful.
Numbers may not foot due to rounding.
13


Telephone and Data Systems, Inc.
Financial Measures and Reconciliations

Free Cash Flow
  Three Months Ended
December 31,
Year Ended
December 31,
TDS Consolidated 2023 2022 2023 2022
(Dollars in millions)        
Cash flows from operating activities (GAAP) $ 218  $ 255  $ 1,142  $ 1,155 
Cash paid for additions to property, plant and equipment (304) (367) (1,211) (1,161)
Cash paid for software license agreements (37) (18) (66) (23)
Free cash flow (Non-GAAP)1
$ (123) $ (130) $ (135) $ (29)
  Three Months Ended
December 31,
Year Ended
December 31,
UScellular 2023 2022 2023 2022
(Dollars in millions)
Cash flows from operating activities (GAAP) $ 148  $ 180  $ 866  $ 832 
Cash paid for additions to property, plant and equipment (155) (192) (608) (602)
Cash paid for software license agreements (37) (17) (66) (22)
Free cash flow (Non-GAAP)1
$ (44) $ (29) $ 192  $ 208 
1Free cash flow is a non-GAAP financial measure which TDS believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements.
EBITDA, Adjusted EBITDA and Adjusted OIBDA
The following table reconciles EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income and Income before income taxes.
Year Ended December 31,
UScellular 2023 2022
(Dollars in millions)
Net income (GAAP) $ 58  $ 35 
Add back or deduct:
Income tax benefit 53  37 
Income before income taxes (GAAP) 111  72 
Add back:
Interest expense 196  163 
Depreciation, amortization and accretion expense 656  700 
EBITDA (Non-GAAP) 963  935 
Add back or deduct:
Expenses related to strategic alternatives review — 
Loss on impairment of licenses — 
(Gain) loss on asset disposals, net 17  19 
(Gain) loss on sale of business and other exit costs, net —  (1)
(Gain) loss on license sales and exchanges, net (2) — 
Adjusted EBITDA (Non-GAAP) 986  956 
Deduct:
Equity in earnings of unconsolidated entities 158  158 
Interest and dividend income 10 
Adjusted OIBDA (Non-GAAP) $ 818  $ 790 
14


Net income excluding Goodwill impairment charge
The following non-GAAP financial measures present certain information in the table below excluding the effect of the goodwill impairment charge at TDS Telecom and related tax impacts. The goodwill impairment charge, which occurred in the fourth quarter of 2023, is being excluded in this presentation, as it is not related to the current operations of TDS. TDS believes these measures may be useful to investors and other users of its financial information when comparing the current period financial results with periods that were not impacted by such a charge.
  Three Months Ended
December 31,
Year Ended
December 31,
  2023 2022 2023 2022
(Dollars in millions)        
Net loss attributable to TDS common shareholders (GAAP) $ (523) $ (43) $ (569) $ (7)
Adjustments:
Loss on impairment of goodwill 547  —  547  — 
Deferred tax benefit on the tax-amortizable portion of the impaired Goodwill (36) —  (36) — 
Subtotal of Non-GAAP adjustments 511  —  511  — 
Net loss attributable to TDS common shareholders excluding goodwill impairment charge (Non-GAAP) (12) (43) (58) (7)
Noncontrolling interest adjustment to compute earnings (loss) —  —  (1) (1)
Net loss attributable to TDS common shareholders excluding goodwill impairment charge used in diluted earnings (loss) per share (Non-GAAP) $ (12) $ (43) $ (59) $ (8)
Diluted weighted average shares outstanding 113  113  113  114 
Diluted earnings (loss) per share attributable to TDS common shareholders (GAAP) $ (4.64) $ (0.38) $ (5.06) $ (0.07)
Adjustments:
Loss on impairment of goodwill 4.85  —  4.85  — 
Deferred tax benefit on the tax-amortizable portion of the impaired Goodwill (0.32) —  (0.32) — 
Diluted earnings (loss) per share attributable to TDS common shareholders excluding impairment of goodwill charge (Non-GAAP) $ (0.11) $ (0.38) $ (0.53) $ (0.07)
15