Core Viewpoint - United States Cellular Corporation (UScellular) plans to issue a special cash dividend of approximately $1.950 billion to $2.075 billion, contingent on the successful closing of its wireless operations sale to T-Mobile US, Inc. The expected dividend per share is between $22.50 and $23.75, pending board approval [1][2]. Financial Details - The gross purchase price for the sale is estimated at $4.4 billion, with adjustments leading to a net cash available for distribution of $1.950 billion to $2.075 billion after accounting for various financial obligations and adjustments [3]. - Specific deductions from the gross purchase price include a contingent purchase price adjustment of $90 million, repayment of term loans totaling $865 million, and a cash tax obligation of $275 million, among others [3]. Shareholder Impact - Telephone and Data Systems, Inc. (TDS), which will own approximately 81% of UScellular's equity post-transaction, will receive its proportional share of the special dividend [4]. Corporate Changes - Following the closing of the sale, UScellular intends to rebrand itself as Array Digital Infrastructure, Inc., with Doug Chambers appointed as interim CEO of the new entity [5]. Operational Context - UScellular currently serves 4.4 million retail connections across 21 states and had 4,100 employees as of March 31, 2025. The company is expected to have a significantly different operational profile after the sale of its wireless operations [6][7].

Financial Data and Key Metrics Changes - The company reported a year-over-year increase in free cash flow of $79 million for Q1 2025, an increase of $18 million compared to the same quarter last year [14] - Total operating revenues decreased by 3% compared to the prior year, impacted by divestitures and declines in commercial and wholesale revenue [47] - Cash expenses increased by 6% or $11 million in the quarter compared to the prior year, with part of the increase attributed to stock-based compensation adjustments [47] Business Line Data and Key Metrics Changes - The company saw a 6% increase in third-party tower revenues due to new co-locations and escalators on renewed leases [13] - Fiber service addresses grew by 6% year-over-year, with 14,000 new addresses delivered in the quarter [19][36] - Residential broadband net additions were 2,800, with 8,300 coming from fiber markets, lower than prior quarters due to timing of service address delivery [37][40] Market Data and Key Metrics Changes - The company continues to face competitive pressures in the wireless market, with aggressive promotions from competitors impacting service revenues [15] - The fiber strategy is expected to drive growth, with a target of achieving 40% average penetration in steady state within five years after launch [41] Company Strategy and Development Direction - The company is focused on completing the transaction with T-Mobile, which is expected to close in mid-2025, and is preparing for a smooth transition [9][10] - Post-transaction, the company plans to declare a special dividend to shareholders, with proceeds expected to be used to repay outstanding bank debt [11][19] - The company is also investing in its fiber program, aiming to expand its footprint and improve operational efficiency [39][100] Management's Comments on Operating Environment and Future Outlook - Management acknowledged increased uncertainties in the broader economy and markets but remains optimistic about the long-term potential of the tower business [13][18] - The company expects to continue facing competitive pressures but believes the T-Mobile transaction will provide better competitive choices and connectivity experiences for customers [16][17] - Management is confident in achieving $100 million in annual cost savings by 2028 through transformation efforts [39][78] Other Important Information - The company does not plan to redeem its Series UU and Series BV preferred stock, viewing them as foundational capital for future operations [11][73] - The company is actively evaluating its portfolio for potential divestitures, particularly in copper markets without an economic path to fiber [99] Q&A Session Summary Question: Timing of designated entity spectrum approval - The timing is uncertain and dependent on regulatory approval by the FCC, but there is optimism for a positive outcome [58] Question: Free cash flow run rate - The reported free cash flow of $79 million is not necessarily a run rate, but capital expenditures are expected to be down in 2025, which is positive for free cash flow [60][61] Question: Debt exchange offer impact - The debt exchange offer will be launched about 50 days before the anticipated close, and the amount of debt exchanged will impact the purchase price [62][111] Question: Fiber net adds and sales efforts - Fiber net adds were lower due to timing of address delivery, but as construction ramps up, net adds are expected to improve [66] Question: Rationale for remaining a public entity - The incremental cost to operate as a public company is minimal, and there are no immediate incentives to collapse the structure [107][108]

Financial Data and Key Metrics Changes - Total operating revenues decreased by 3% year over year, impacted by divestitures and declines in commercial and wholesale revenue, as well as decreases in residential video and voice connections [44] - Free cash flow for Q1 2025 was $79 million, an increase of $18 million compared to the same quarter last year [13][19] - Cash expenses increased by 6% or $11 million compared to the prior year, with $4 million of this increase attributed to a cumulative non-cash adjustment to stock-based compensation [44] Business Line Data and Key Metrics Changes - Postpaid handset results showed year-over-year improvements, while third-party tower revenues increased by 6% due to new co-locations and escalators on renewed leases [12] - Fiber service addresses grew by 6% year over year, with 14,000 new addresses delivered in the quarter [33][42] - Residential broadband net additions were 2,800, with 8,300 coming from fiber markets, lower than prior quarters due to timing of service address delivery [34][38] Market Data and Key Metrics Changes - The company continues to face aggressive promotional competition in the wireless industry, with competitors offering multi-year price locks and aggressive pricing [14] - Demand for higher broadband speeds remains strong, with 82% of residential broadband customers taking 100 megabits or higher and 24% taking one gig or higher at the end of the quarter [42] Company Strategy and Development Direction - The company is focused on completing the proposed transaction with T-Mobile, which is expected to close in mid-2025, and is preparing for a smooth transition [9][16] - A special dividend to shareholders is anticipated following the closing of the T-Mobile transaction, with proceeds expected to be used to repay outstanding bank debt [10][18] - The fiber program has expanded the company's footprint by over 30% in the last three years, with further growth opportunities identified [11] Management's Comments on Operating Environment and Future Outlook - Management acknowledged increased uncertainties in the broader economy and markets but remains optimistic about the long-term potential of the tower business and fiber expansion [7][12] - The company is focused on cost optimization and expects capital expenditures to decline in 2025 as planned 5G coverage builds are largely completed [13][46] - Management expressed confidence in achieving $100 million in annual cost savings by the end of 2028 through transformation efforts [35][72] Other Important Information - The company does not plan to redeem Series UU and Series BV preferred stock, viewing them as foundational capital for future operations [10][68] - The expected cash income tax obligations related to the T-Mobile transaction are estimated to be between $225 million and $325 million [28][30] Q&A Session Summary Question: Timeline for designated entity spectrum approval - The timing is uncertain and dependent on regulatory approval by the FCC, but there is optimism for a positive outcome [52][54] Question: Free cash flow run rate - The $79 million in free cash flow is not necessarily a run rate, but capital expenditures are expected to be down in 2025, which is positive for free cash flow [55] Question: Debt exchange offer impact - The debt exchange offer will be launched about 50 days before the anticipated close, and the amount of debt exchanged will impact transaction proceeds [56][110] Question: Fiber net adds and sales efforts - Fiber net additions were lower due to timing of address delivery, but management expects improvements as construction activity ramps up [60][62] Question: Divestiture strategy and criteria - The company is focused on divesting non-core assets, particularly isolated copper markets without an economic path to fiber, ensuring that net proceeds exceed the present value of cash flows from continued operations [95][96]

Financial Data and Key Metrics Changes - Total operating revenues decreased by 3% year over year, impacted by divestitures and declines in commercial and wholesale revenue, as well as decreases in residential video and voice connections [47] - Cash expenses increased by 6% or $11 million compared to the prior year, with $4 million of this increase attributed to a cumulative non-cash adjustment to stock-based compensation [47] - Free cash flow for the first quarter was $79 million, an increase of $18 million over the same quarter last year [14] Business Line Data and Key Metrics Changes - Postpaid handset results showed year-over-year improvements, while third-party tower revenue increased by 6% due to new co-locations and escalators on renewed leases [13] - Fiber service addresses grew by 6% year over year, with 14,000 new addresses delivered in the quarter [45] - Residential broadband net additions were 2,800, with 8,300 coming from fiber markets, lower than prior quarters due to timing of service address delivery [36][62] Market Data and Key Metrics Changes - The company continues to face aggressive promotional competition in the wireless market, with competitors offering multi-year price locks and aggressive pricing [15] - Demand for higher broadband speeds remains strong, with 82% of residential broadband customers taking 100 megabits or higher and 24% taking one gig or higher at the end of the quarter [45] Company Strategy and Development Direction - The company is focused on closing the proposed transaction with T-Mobile and repositioning the remaining business for future success, including a potential special dividend to shareholders [10][18] - The fiber program has expanded the company's footprint by over 30% in the last three years, with further opportunities for growth [11] - The company is evaluating its portfolio to minimize exposure to copper markets without an economic path to fiber [97] Management's Comments on Operating Environment and Future Outlook - Management acknowledged increased uncertainties in the broader economy and markets but remains optimistic about the long-term potential of the tower business [13][17] - The anticipated closing of the T-Mobile transaction is expected to provide better competitive choices and connectivity experiences for customers [16] - Management expects to incur cash income tax obligations related to the gain on the sale of spectrum in the Verizon and AT&T transactions, estimated between $325 million to $375 million [33] Other Important Information - The company does not plan to redeem Series UU and Series BV preferred stock, viewing them as foundational capital going forward [69] - The company expects to incur severance obligations for employees not retained by T-Mobile, estimated between $60 million to $80 million [28] Q&A Session Summary Question: Timeline for designated entity spectrum approval - The timing is uncertain and dependent on regulatory approval by the FCC, but there is optimism for a successful outcome [56] Question: Free cash flow run rate - The $79 million in free cash flow is not necessarily a run rate, but capital expenditures are expected to be down in 2025, which is positive for free cash flow [58] Question: Debt exchange offer impact - The impact of the debt exchange offer on the purchase price is uncertain, but there is interest in retaining attractive debt [60] Question: Fiber net adds and sales efforts - Fiber net adds were lower due to timing of address delivery, but as construction ramps up, net adds are expected to follow [62] Question: Divestiture strategy for wireline and cable portfolio - The company is focused on divesting non-core assets, particularly isolated copper markets without an economic path to fiber [97]