U_S_CellularNYSE_USM_202310-K.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

2、For the transition period from to Commission file number 001-09712UNITED STATES CELLULAR CORPORATION(Exact name of Registrant as specified in its charter)Delaware62-1147325(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)8410 West Bryn Mawr,Chicago,Illin

3、ois 60631(Address of principal executive offices)(Zip code)Registrants telephone number,including area code:(773)399-8900Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Shares,$1 par valueUSMNew York Stock Exc

4、hange6.25%Senior Notes Due 2069UZDNew York Stock Exchange5.50%Senior Notes Due 2070UZENew York Stock Exchange5.50%Senior Notes Due 2070UZFNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as d

5、efined in Rule 405 of theSecurities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d)of the Act.YesNo Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or15(d)of the Securit

6、ies Exchange Act of 1934 during the preceding 12 months(or for such shorter periodthat the registrant was required to file such reports),and(2)has been subject to such filing requirementsfor the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Inter

7、active Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or forsuch shorter period that the registrant was required to submit such files).YesNo2025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-2023123

8、1.htm1/103Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and emerging growt

9、h company in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filerNon-accelerated filer Smaller reporting company Emerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with a

10、ny new or revised financial accounting standards provided pursuant to Section 13(a)of theExchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of theeffectiveness of its internal control over financial reporting under Section 4

11、04(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of theregistrant included in the filing reflect th

12、e correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery perio

13、d pursuant to240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of theExchange Act).YesNo As of June 30,2023,the aggregate market value of the registrants Common Shares held by non-affiliates was approximately$252million,based upon the closing pric

14、e of the Common Shares on June 30,2023,of$17.63,as reported by the New York StockExchange.For purposes hereof,United States Cellular Corporation(UScellular)has assumed that each director and executive officeris an affiliate,and no party who has filed a Schedule 13G is an affiliate.The number of shar

15、es outstanding of each of the registrants classes of common stock,as of January 31,2024,is 52 million CommonShares,$1 par value,and 33 million Series A Common Shares,$1 par value.DOCUMENTS INCORPORATED BY REFERENCEThose sections or portions of the registrants Notice of Annual Meeting of Shareholders

16、 and Proxy Statement(Proxy Statement)to befiled prior to April 29,2024,for the 2024 Annual Meeting of Shareholders scheduled to be held May 21,2024,are herein incorporatedby reference into Parts II and III of this report.2025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082

17、113024000007/usm-20231231.htm2/103TABLE OF CONTENTSPart IPage No.Item 1.Business1 Item 1A.Risk Factors6 Item 1B.Unresolved Staff Comments17Item 1C.Cybersecurity17 Item 2.Properties17 Item 3.Legal Proceedings17 Item 4.Mine Safety Disclosures17 Part II Item 5.Market for Registrants Common Equity,Relat

18、ed Stockholder Matters and Issuer Purchases ofEquity Securities18 Item 6.Reserved19 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations20 Item 7A.Quantitative and Qualitative Disclosures About Market Risk42 Item 8.Financial Statements and Supplementary Data43

19、Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure78 Item 9A.Controls and Procedures78 Item 9B.Other Information78Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78 Part III Item 10.Directors,Executive Officers and Corporate Governa

20、nce79 Item 11.Executive Compensation79 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters79 Item 13.Certain Relationships and Related Transactions,and Director Independence79 Item 14.Principal Accountant Fees and Services79 Part IV Item 15.Exhibits

21、and Financial Statement Schedules80 Item 16.Form 10-K Summary87Signatures2025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm3/103Table of ContentsPART IItem 1.BusinessGeneralUnited States Cellular Corporation(UScellular)provides wireless telec

22、ommunications services to customers with 4.6 million retailconnections in portions of 21 states collectively representing a total population of 32 million.UScellular operates in one reportablesegment,and all of its wireless operating markets are in the United States.UScellular is a majority-owned su

23、bsidiary of Telephoneand Data Systems,Inc.As of December 31,2023,TDS owns 83%of UScellulars Common Shares,has the voting power to elect allof the directors of UScellular and controls 96%of the voting power in matters other than the election of directors of UScellular.The map below highlights UScellu

24、lars areas of operations.12025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm4/103Table of ContentsOperating Strategy and Community FocusUScellulars strategy is to attract and retain customers by providing a high-quality network,outstanding cu

25、stomer service andcompetitive devices,plans and pricing-all provided with a community focus.UScellular operates a regional wireless network.UScellulars interests in wireless spectrum licenses include both direct interestswhereby UScellular is the licensee and investment interests in entities which a

26、re licensees;together,these direct and investmentinterests involve operating and non-operating wireless spectrum licenses covering portions of 30 states and a total population ofapproximately 51 million as of December 31,2023.On August 4,2023,TDS and UScellular announced that the Boards of Directors

27、 of both companies decided to initiate a process toexplore a range of strategic alternatives for UScellular.At this time,UScellular cannot predict the ultimate outcome of such process orestimate the potential impact of such process on the financial statements.As part of its business development stra

28、tegy,UScellular may periodically be engaged in negotiations relating to strategic partnershipsand/or the acquisition,exchange or disposition of companies,strategic properties,and investment interests.Additionally,UScellularmay be engaged in negotiations related to wireless spectrum,including partici

29、pation in Federal Communications Commission(FCC)auctions.The FCC has historically conducted auctions through which additional spectrum is made available for the provision ofwireless services.Historically,UScellular has participated in certain FCC auctions both directly and indirectly through its lim

30、itedpartnership interests.UScellular has a longstanding commitment to supporting its local communities through donations and volunteerism.UScellularfocuses its Corporate Social Responsibility program on addressing gaps in STEM(Science,Technology,Engineering and Math)education and connecting tomorrow

31、s innovators with the resources they need today to help shape their future opportunities.UScellular serves its local communities through exclusive partnerships with acclaimed national nonprofit partners.In 2023,UScellularcontinued exploring ways to leverage its assets,brand,partnerships,and resource

32、s to close the digital divide with a focus on helpingto ensure youth in its markets have reliable and fast internet access in school and at home through the After School Access Project.Inaddition,UScellular continues to participate in the TDS Environmental,Social and Governance(ESG)program.UScellula

33、r believes inserving as a good steward of the environment and enacting governance practices that align with its corporate values and commitmentto its customers,associates,communities and shareholders.Customers,Services,Products and SeasonalityCustomers.UScellular focuses on consumer,business and gov

34、ernment customers located in its operating markets.These customersare served primarily through UScellulars retail stores and digital platform,as well as its direct and indirect sales channels.Services.UScellular provides a wide variety of wireless services accessible on a broad range of devices.Cust

35、omers can obtainwireless services on a postpaid or prepaid basis.A single account may include monthly wireless services for a variety of handsets,connected devices and IoT Solutions.A postpaid connection represents an individual line of service for a device for which a customeris generally billed on

36、e month in advance for a monthly access charge in return for access to and usage of network services.UScellulars prepaid service enables individuals to obtain services without credit verification by paying for all services in advance.Approximately 90%of retail connections were postpaid connections a

37、s of December 31,2023.UScellular offers various service plans with nationwide coverage tailored to the needs of customers.Depending on those needs,service plans may include features related to,among other items:unlimited or metered voice and data;high-definition video features;the ability to use a d

38、evice as a Wi-Fi hotspot;international voice,text,and data;and varying data rates depending on the plan andusage on that plan.Service offerings vary from time to time based on customer needs,technology changes and market conditions-and may be provided as standard plans or as part of limited time pro

39、motional offers.UScellular offers home and business internet throughout the footprint via fixed wireless access.Options include an in-home self-installed device,a self-installation device mounted on the external side of a window,and externally-mounted professionally-installedequipment with an intern

40、al router.In addition to selling direct to businesses and residential homes,UScellular works with severalmunicipalities to bring broadband internet to underserved communities.UScellular offers advanced wireless solutions to consumers and business and government customers including an expansive suite

41、 ofconnected Internet of things(IoT)solutions and software applications across the categories of monitor and control(e.g.,sensors andcameras),business automation/operations(e.g.,e-forms,office solutions),communication(e.g.,enterprise messaging,primary andback-up internet connectivity for business co

42、ntinuity),fleet and asset management,smart water solutions,private cellular networks(PCN)and custom,bespoke end-to-end IoT solutions et al.The business organization also offers a suite of professional and managedservices.Lastly,for first responders,UScellular offers a suite of critical connectivity

43、solutions that includes Wireless Priority Services(WPS)and Quality Priority and Preemption(QPP)options.UScellular intends to continue to further enhance these offerings in 2024and beyond.Products.UScellular offers a comprehensive range of devices such as smartphones and other handsets,tablets,wearab

44、les,mobilehotspots,fixed wireless home internet,and IoT devices.In addition,UScellular also offers a wide range of accessories,includingwireless essentials such as cases,screen protectors,chargers,memory cards and consumer electronics such as audio,homeautomation and networking products.UScellular a

45、llows customers to purchase certain devices and accessories on installment plans,allowing for customers to pay over a specified period of time.22025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm5/103Table of ContentsUScellular also offers ser

46、vices that enable customers to replace or repair their devices,including the Device Protection+program,which provides as soon as next-day delivery of a replacement device for damaged,lost and stolen devices,and AppleCare servicesfor Apple iOS customers.UScellulars Device Protection+Advanced program

47、also includes local or on-demand repair for eligibledevices.In addition,UScellular offers a Trade-In program through which UScellular buys customers used equipment.UScellular purchases devices and accessory products from a number of original equipment manufacturers and distributors.UScellularmanages

48、 relationships with its suppliers to ensure its customers have access to the industrys latest devices,to obtain best possiblepricing,and to identify opportunities for promotional support from its suppliers.UScellular contracts with third-party providers for themajority of its product warehousing,dis

49、tribution and direct customer fulfillment activities.UScellular also contracts with third-partyproviders for its device service programs.Seasonality.Seasonality in operating expenses may cause operating income to vary from quarter to quarter.UScellulars operatingexpenses tend to be higher in the fou

50、rth quarter due to increased marketing and promotional activities during the holiday season.Sales and Distribution ChannelsUScellular supports a multi-faceted distribution program,including retail sales,direct sales,telesales,ecommerce,indirect salesincluding resellers,independent agents and third-p

51、arty national retailers.Company retail store locations are designed to market wireless services and products to the consumer and small business segmentsin a setting familiar to these types of customers.Direct sales representatives and the indirect channel sell traditional wireless servicesas well as

52、 IoT and other specialized products and solutions to medium and large-sized businesses and governmental entities.Additionally,the telesales and ecommerce channels enable customers to purchase services and devices via phone and online,respectively.UScellular has relationships with exclusive and non-e

53、xclusive agents(collectively“agents”),which are independent businesses thatobtain customers for UScellular on a commission basis.UScellulars agents are generally in the business of selling wireless devices,wireless service plans and other related products to consumer and business and government cust

54、omers.UScellular provides supportand training to its agents to increase customer satisfaction and to ensure a consistent customer experience.To expand its retail presence,UScellular also maintains a relationship with a large national retailer,selling postpaid and prepaiddevices.CompetitionThe wirele

55、ss telecommunication industry is highly competitive.UScellular competes directly with several wireless service providers ineach of its markets.In general,there are at least four competitors across UScellulars service area,including to a varying degree:thenational wireless companies-Verizon Communica

56、tions Inc.,AT&T Inc.,T-Mobile US,Inc.,and Dish Network Corporation,cablewireless,including Comcast Corporation and Charter Communications,Inc.,and mobile virtual network operators(MVNOs).Inaddition,UScellular competes with other companies that use alternative communication technology and services to

57、 provide similarservices and products.Since each of these competitors has access to comparable technology and facilities,competition among wireless service providers forcustomers is principally on the basis of types of services and products,price,brand,size of area covered,network quality,networkspe

58、ed and responsiveness of customer service.Types of services and products include nonwireless related services such as contentofferings that are bundled with wireless services.NetworkNetwork Technology.Wireless telecommunication systems transmit voice and data signals over networks of radio towers us

59、ing radiospectrum licensed by the FCC.Access to local,regional,national and worldwide telecommunications networks is provided throughsystem interconnections.A high-quality network,supported by continued investments in that network,is an important factor forUScellular to remain competitive.5G technol

60、ogy helps address customers growing demand for data services and enhances services,including high-speed fixedwireless home internet services,requiring high speed and reliability as well as low latency.UScellular supports mobility and fixedwireless services through a combination of low-band,mid-band

61、and high-band spectrum.UScellulars initial 5G deployment haspredominantly used low-band spectrum to launch 5G services in portions of substantially all its markets.During 2023,UScellularcontinued to invest in 5G with a focus on deployment of mid-band spectrum,which will largely overlap portions of a

62、reas alreadycovered with low-band 5G service.5G service deployed over mid-band spectrum will further enhance speed and capacity forUScellulars mobility and fixed wireless services.UScellular also operates a VoLTE network,which allows customers to utilize a 4G LTE enabled mobile device for voice and

63、dataservices,including high-definition voice and simultaneous voice and data sessions.As a result of its continued investment and modernization of its network,UScellular decommissioned its third-generation(3G)CDMAnetwork in the first quarter of 2024.Roaming.Inter-carrier roaming agreements are negot

64、iated between wireless operators to enable customers to use wireless servicesoutside of their home service area.UScellular has entered into roaming agreements with a number of wireless companies so that itcan offer its customers nationwide services,including 4G LTE,VoLTE and 5G,as well as a variety

65、of international roaming options.2025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm6/10332025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm7/103Table of ContentsTowers.UScellular owns

66、and leases cell towers to provide service to its customers throughout its footprint.UScellular receives towerrental revenues when another carrier leases tower space on a UScellular owned tower.As of December 31,2023,there were 7,000cell sites in service of which UScellular owned 4,373.RegulationUSce

67、llulars operations are subject to federal,state and local regulation.Key regulatory considerations are discussed below.The construction,operation and transfer of wireless systems in the United States are regulated to varying degrees by the FCCpursuant to the Communications Act of 1934,as amended(Com

68、munications Act).The FCC currently does not require wirelesscarriers to comply with a number of statutory provisions otherwise applicable to common carriers that provide,originate or terminateinterstate or international telecommunications.However,the FCC has enacted regulations governing constructio

69、n and operation ofwireless systems,licensing(including renewal of wireless spectrum licenses)and technical standards for the provision of wirelessservices under the Communications Act.Wireless spectrum licenses segmented by geographic areas are granted by the FCC.The completion of acquisitions,invol

70、ving thetransfer of control of all or a portion of a wireless system,requires prior FCC approval.The FCC determines on a case-by-case basiswhether an acquisition of wireless spectrum licenses is in the public interest.Wireless spectrum licenses are granted generally for aten-year term or,in some cas

71、es,for a twelve-year or fifteen-year term.The FCC establishes the standards for conducting comparativerenewal proceedings between a wireless license holder seeking renewal of its license and challengers filing competing applications.All of UScellulars wireless spectrum licenses for which it applied

72、for renewal since 1995 have been renewed.UScellular expects tocontinue to meet the criteria of the FCCs license renewal process.As part of its data services,UScellular provides internet access.Such internet access services may be subject to different regulatoryrequirements than other wireless servic

73、es.Although the Communications Act generally pre-empts state and local governments from regulating the entry of,or the rates chargedby wireless carriers,certain state and local governments regulate other terms and conditions of wireless services,including billing,termination of service arrangements,

74、imposition of early termination fees,advertising,network outages,the use of handsets whiledriving,zoning,land use,privacy,data security and consumer protection.Further,the Federal Aviation Administration also regulatesthe siting,lighting and construction of transmitter towers and antennae.Reference

75、is made to Item 7 of this Form 10-K under“Regulatory Matters”for information regarding any other significant recentdevelopments and proposals relating to regulatory matters.Human Capital ResourcesCompany and CultureUScellular had approximately 4,300 full-time and part-time associates as of December

76、31,2023.The culture at UScellular is basedupon the fundamental belief that UScellulars long-term success is inextricably tied to associate engagement and high ethicalstandards.UScellulars Code of Conduct sets forth expectations for ethical behavior across the enterprise and provides the guidingprinc

77、iples by which all associates must abide in all business activities.UScellular provides a competitive wage and benefits package,a safe workplace,and an environment where associates feel engaged and a sense of belonging.UScellular regularly surveys itsassociates-those surveys have consistently shown

78、that associates have strong engagement and high overall job satisfaction.Diversity,Equity,and InclusionUScellular wants each associate to make a meaningful contribution and leverages diversity and inclusion efforts to harness the talentand potential of its associates.These efforts strive to value an

79、d connect diverse people and perspectives,amplify their voices,andenable business performance through strategic collaboration.UScellular is committed to demonstrating equity and fairness throughthe inclusion of diverse associates,customers,and suppliers.Additionally,UScellular sponsors Associate Res

80、ource Groups topromote dynamic community experiences that align with UScellulars vision and values,increase associate engagement andempowerment,and support professional development.UScellular endeavors to encourage a broad diversity of thoughts,ideas andthe innovation needed to move the business for

81、ward.TrainingSince its founding,UScellular has been committed to associate development,including for emerging and existing leaders,which iscritical to its success.UScellular provides job specific,diversity and inclusion,safety,and fraud awareness training for all associates and also offers programs

82、that further develop its associates including educational assistance,developmental assignments,andmentoring programs.42025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm8/103Table of ContentsCommunityUScellular is committed to supporting and e

83、nhancing the communities it serves through local and philanthropic initiatives that enrichthe lives of those living where it operates and where its associates live,work and play.This includes a focus on addressing gaps inSTEM education by connecting tomorrows innovators with the resources they need

84、today to help shape their future opportunities.UScellular is addressing the digital divide and providing critical resources in local communities,and encourages associates tovolunteer and support local organizations and community groups.Local communities are at the center of UScellulars businesses,an

85、dUScellular takes great pride in giving back to the people and places that contribute to its sustainability and long-term success.Company InformationUScellulars website address is .UScellular files with,or furnishes to,the Securities and Exchange Commission(SEC)annual reports on Form 10-K,quarterly

86、reports on Form 10-Q,current reports on Form 8-K,as well as various otherinformation.Investors may access,free of charge,through the Investor Relations portion of the website,UScellulars annual reportson Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,and amendments to such repo

87、rts filed or furnishedpursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended(Exchange Act),as soon as reasonablypractical after such material is filed electronically with the SEC.The public may also view electronic filings of UScellular by accessingSEC filings at www.sec.

88、gov.52025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm9/103Table of ContentsItem 1A.Risk Factors PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995SAFE HARBOR CAUTIONARY STATEMENT This Annual Report on Form 10-K,including exhibits,contains sta

89、tements that are not based on historical facts and represent forward-looking statements,as this term is defined in the Private Securities Litigation Reform Act of 1995.All statements,other thanstatements of historical facts,that address activities,events or developments that UScellular intends,expec

90、ts,projects,believes,estimates,plans or anticipates will or may occur in the future are forward-looking statements.The words“believes,”“anticipates,”“estimates,”“expects,”“plans,”“intends,”“projects”and similar expressions are intended to identify these forward-looking statements,but are not the exc

91、lusive means of identifying them.Such forward-looking statements involve known and unknown risks,uncertaintiesand other factors that may cause actual results,events or developments to be significantly different from any future results,events ordevelopments expressed or implied by such forward-lookin

92、g statements.Such risks,uncertainties and other factors include those setforth below under“Risk Factors”in this Form 10-K.Each of the following risks could have a material adverse effect on UScellularsbusiness,financial condition or results of operations.However,such factors are not necessarily all

93、of the important factors that couldcause actual results,performance or achievements to differ materially from those expressed in,or implied by,the forward-lookingstatements contained in this document.Other unknown or unpredictable factors also could have material adverse effects on futureresults,per

94、formance or achievements.UScellular undertakes no obligation to update publicly any forward-looking statements whetheras a result of new information,future events or otherwise.The reader should carefully consider the following risk factors and otherinformation contained in,or incorporated by referen

95、ce into,this Form 10-K to understand the material risks relating to UScellularsbusiness.Operational Risk Factors1)Intense competition involving products,services,pricing,promotions and network speed and technologies couldadversely affect UScellulars revenues or increase its costs to compete.Competit

96、ion in the wireless industry is intense and is expected to remain intense in the future due to multiple factors such asincreasing market penetration,introduction of new products,new competitors,increasing promotional aggressiveness and changingprices.There is competition in service plan pricing;hand

97、sets and other devices;promotional discounts;network quality,coverage,speed and technologies,including 5G technology;distribution;new entrants;bundled services and products,such as content;andother categories.In particular,wireless competition includes aggressive service plan and device pricing,incl

98、uding pricing for unlimitedplans,which could result in switching activity and churn and limit UScellulars ability to monetize future growth in data usage.Inaddition,competition based on network speed may increase as customer demand for higher speeds increases.These competitivefactors have resulted i

99、n losses of retail connections and UScellular anticipates that they will continue to do so.Similarly,thesecompetitive pressures have caused the prices for services and products to decline and the costs to compete to increase andUScellular anticipates that they will continue to do so.UScellulars comp

100、etitors include national or global telecommunications and cable wireless companies that are larger than UScellular,possess greater financial and other resources,possess more extensive coverage areas and more spectrum within their coverageareas,and market other services with their communications serv

101、ices that UScellular does not offer.UScellular and its competitors areactively marketing their deployment of 5G and,as a result,are raising consumer awareness of the technology.If UScellular cannotkeep pace with its competitors in deploying 5G or other comparable offerings,or if UScellulars deployme

102、nt of 5G technology does notresult in significant incremental revenues,UScellulars financial condition,results of operations and ability to do business couldcontinue to be adversely affected.In addition,new technologies,services and products that are more commercially effective than thetechnologies,

103、services and products offered by UScellular may be developed and create new sources of competition.Further,newtechnologies may be proprietary such that UScellular is not able to adopt such technologies.There can be no assurance thatUScellular will be able to compete successfully in this environment.

104、Sources of competition to UScellulars business typically include at least four competing wireless telecommunications serviceproviders across UScellulars service area,wireline telecommunications service providers,cable wireless companies,resellers(including MVNOs),and providers of alternative telecom

105、munications services.In particular,competition from cable wirelesscompanies has increased in recent periods,as they have continued to expand their presence in the wireless industry and have offeredmore competitive pricing.Many of UScellulars wireless competitors and other competitors have substantia

106、lly greater financial,technical,marketing,sales,purchasing and distribution resources than UScellular.Competition in the tower industry is also challenging,as UScellular competes with public and private tower companies,wirelesscarrier tower alliances,private equity sponsored tower companies,and owne

107、rs of non-communications sites such as utility towers,rooftop structures,water towers,and other alternative structures.Many of these competitors are larger than UScellular,have greaterfinancial and other resources,have more advantageous tower locations than UScellular,have greater capacity on their

108、towers,andhave more scale and coverage nationwide than UScellular such factors could result in an inability to acquire or build additionaltowers,difficulty in leasing tower space,or cause lease revenue to decline in the future.62025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130

109、/000082113024000007/usm-20231231.htm10/103Table of Contents2)Changes in roaming practices or other factors could cause UScellulars roaming revenues to decline from currentlevels,roaming expenses to increase from current levels and/or impact UScellulars ability to service its customers ingeographic a

110、reas where UScellular does not have its own network,which could have an adverse effect on UScellularsbusiness,financial condition or results of operations.UScellulars service revenues include roaming revenues related to the use of UScellulars network by other carriers customers whotravel within USce

111、llulars coverage areas.Changes in FCC rules or actions,industry practices or the network footprints of carrierscould have an adverse effect on UScellulars roaming revenues.For example,the expansion of other carriers network coverage inUScellulars footprint and/or lower roaming rates with other carri

112、ers could continue to decrease future roaming revenues forUScellular.Similarly,UScellulars customers can access another carriers network automatically only if the other carrier allows UScellularscustomers to roam on its network.UScellular relies on roaming agreements with other carriers to provide r

113、oaming capability to itscustomers and expand its product offerings in areas of the U.S.and internationally outside of its service areas and to improvecoverage within selected areas of UScellulars network footprint.Although UScellular has entered into roaming agreements withnational carriers,there is

114、 no assurance that UScellular will be able to maintain these agreements and/or enter into new agreementswith other carriers to provide roaming services or that it will be able to do so on reasonable or cost-effective terms.Some competitors may be able to obtain lower roaming rates than UScellular is

115、 able to obtain because they have larger data usage orcall volumes or may be able to reduce roaming charges by providing service principally over their own networks.In addition,thequality and availability of services that a wireless carrier delivers to a UScellular customer while roaming may be infe

116、rior or limited incomparison to the service UScellular provides.UScellulars rate of adoption of new technologies,such as those enabling high-speeddata and voice services,could affect its ability to enter into or maintain roaming agreements with other carriers.In addition,UScellulars wireless technol

117、ogy may not be compatible with technologies used by other carriers,which may limit the ability ofUScellular to enter into voice or data roaming agreements with such other carriers.Carriers whose customers roam on UScellularsnetwork could switch their business to new operators,limit their high-speed

118、usage or move traffic to their own networks.Changes inroaming usage patterns,rates for roaming usage,or roaming relationships with other carriers could continue to have an adverse effecton UScellulars roaming revenues and/or expenses.To the extent that other carriers expand their networks in UScellu

119、lars service areas,the roaming arrangements between UScellularand these other carriers could become less strategic for them.That is,these other carriers will have fewer or less extensivegeographic areas where roaming services are required by their customers and,as a result,the roaming arrangements c

120、ould becomeless critical to serving their customer base.This presents a risk to UScellular in that,to the extent UScellular is not able to enter intoeconomically viable roaming arrangements with these other carriers,this could impact UScellulars ability to service its customers ingeographic areas wh

121、ere UScellular does not have its own network.3)An inability to attract diverse people of outstanding talent throughout all levels of the organization,to develop theirpotential through education and assignments,and to retain them by keeping them engaged,challenged and properlyrewarded could have an a

122、dverse effect on UScellulars business,financial condition or results of operations.UScellulars business is highly technical and competition for skilled talent in the wireless industry is intense.Due to competition,limited supply,and/or rising wage levels for qualified management,technical,sales and

123、other personnel,there can be no assurancethat UScellular will be able to continue to attract and/or retain people of outstanding potential for the development of its business.Inaddition,a persons expectation of an in-office,remote or hybrid working model could negatively affect talent acquisition an

124、d retention.The loss of existing key personnel due to competition,wage levels and/or retirements,the failure to recruit highly skilled and diversepersonnel in a timely and cost-effective manner,the inability to foster and maintain a diverse and inclusive work environment,orfailure to maintain its co

125、mmitment to environmental and social responsibility could have an adverse effect on UScellulars business,financial condition or results of operations.The market for highly skilled leaders in the wireless industry also is extremely competitive.The future success of UScellular and itsbusiness depends

126、in substantial part on UScellulars ability to recruit,hire,motivate,develop,and retain talented and highly skilledleaders for all areas of its organization.The loss of any of UScellulars key leaders could have an adverse effect on its business,financial condition or results of operations.Effective s

127、uccession planning is also important to UScellulars long-term success.Failureto ensure effective transfer of knowledge and smooth transition involving key employees could also adversely affect UScellularsbusiness,financial condition and results of operations.4)UScellulars smaller scale relative to l

128、arger competitors that may have greater financial and other resources thanUScellular could cause UScellular to be unable to compete successfully,which could adversely affect its business,financial condition or results of operations.UScellular has smaller scale efficiencies compared to larger competi

129、tors.UScellular may be unable to compete successfully withlarger companies that have substantially greater financial,technical,marketing,sales,purchasing and distribution resources or thatoffer more services than UScellular,which could adversely affect UScellulars revenues and costs of doing busines

130、s.Specifically,UScellulars smaller scale relative to most of its competitors could have the following impacts,among others:Low profit margins and returns on investment that are below UScellulars cost of capital;Increased operating and capital expenditure costs due to lack of leverage with vendors;In

131、ability to timely and successfully deploy 5G or other wireless technologies,or to realize significant incremental revenuesfrom their deployment;72025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm11/1032025/1/18 08:14usm-20231231https:/www.sec

132、.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm12/103Table of ContentsLimited opportunities for strategic partnerships as potential partners are focused on telecommunications companies withgreater scale and scope;Limited opportunities for bundling wireless service with other serv

133、ices such as home internet;Limited access to content,as well as limited ability to obtain acceptably priced content;Limited access to devices as larger competitors enter into exclusive device arrangements;Consumer expectations that UScellular provides lower-priced offerings relative to larger compet

134、itors;Limited ability to influence industry standards;Limited ability to acquire or build additional towers;Reduced ability to invest in research and development of new services and products;Lower risk tolerance when evaluating new markets;Vendors may deem UScellular non-strategic and not develop or

135、 sell services and products to UScellular,particularly wheretechnical requirements differ from those of larger companies;Limited access to intellectual property;andOther limited opportunities such as for software development or third-party distribution.UScellulars business depends on access to conte

136、nt for data and access to new wireless devices being developed by vendors.UScellulars ability to obtain such access depends in part on other parties.If UScellular is unable to obtain timely access to newcontent or wireless devices being developed by vendors,its business,financial condition or result

137、s of operations could be adverselyaffected.5)Changes in various business factors,including changes in demand,consumer preferences and perceptions,pricecompetition,churn from customer switching activity and other factors,could have an adverse effect on UScellularsbusiness,financial condition or resul

138、ts of operations.Changes in any of several factors could have an adverse effect on UScellulars business,financial condition or results of operations.These factors include,but are not limited to:Demand for or usage of services,particularly data services;Demand for leasing space on a tower;Consumer pr

139、eferences,including type of wireless devices;Consumer perceptions of network quality and performance;Consumer expectations for self-service options through digital means;Competitive pressure to deliver higher speed;Competitive pressure from promotional activity;The pricing of services,including an i

140、ncrease in price-based competition;The pricing of tower leases that can be charged to third parties;Inflationary pressures on costs without corresponding price increases for UScellulars services;The overall size and growth rate of UScellulars customer base;Penetration rates;Churn rates;Selling expen

141、ses;Net customer acquisition and retention costs;Customers ability to pay for wireless service and the potential impact on bad debts expense;Roaming agreements and rates;Third-party vendor support;Capacity constraints;The mix of services and products offered by UScellular and purchased by customers;

142、andThe costs of providing services and products.6)A failure by UScellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or toaccurately predict future needs for radio spectrum could have an adverse effect on UScellulars business,financialcondition or res

143、ults of operations.UScellulars business depends on the ability to use portions of the radio spectrum licensed by the FCC.UScellular could fail to obtainaccess to sufficient spectrum capacity,including spectrum needed to support 5G and future technologies,in new or existing markets,whether through FC

144、C auctions or other transactions,to meet the anticipated spectrum requirements associated with increaseddemand for existing services,especially increases in customer demand for data services and network speed,and to enabledeployment of next-generation services.UScellular believes that this increased

145、 demand for data services and network speed reflectsa trend that will continue for the foreseeable future.Data usage,including usage under unlimited plans,could exceed currentforecasts resulting in a need for increased investment in spectrum or other network components.UScellular could fail to accur

146、atelyforecast its future spectrum requirements considering changes in plan offerings,customer usage patterns,spectrum build-out andtechnology requirements and the expanded demands of new services.Such a failure could have an adverse impact on the quality ofUScellulars services or UScellulars ability

147、 to roll out such future services in some markets,could require that UScellular curtailexisting services to make spectrum available for next-generation services,or UScellular could be effectively capped in increasingmarket share.As spectrum constrained providers gain customers,they use up their netw

148、ork capacity.Since they lack spectrum,theycan respond to demand only by adding cell sites,which is capital intensive,adds fixed operating costs,is limited by zoningconsiderations,and ultimately may not be cost effective.Further,a spectrum constrained provider will generally not be able to achievethe

149、 data speeds that other competitors with more spectrum are able to provide.82025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm13/1032025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm14

150、/103Table of ContentsUScellular may acquire access to spectrum through a number of alternatives,including acquisitions,exchanges and participation inspectrum auctions.UScellular may participate in spectrum auctions conducted by the FCC in the future.As required by law,the FCChas conducted auctions f

151、or wireless spectrum licenses to use some parts of the radio spectrum.The decision to conduct auctions,and the determination of what spectrum frequencies will be made available for auction and the determination of geographic size ofwireless spectrum licenses,are made by the FCC pursuant to laws that

152、 it administers.The FCC currently does not have authority toconduct spectrum auctions.The FCC may not be able to allocate spectrum sufficient to meet the demands of all those wishing toobtain wireless spectrum licenses for new market entry or to expand their spectrum holdings to meet the expanding d

153、emand for dataservices or to address other spectrum constraints.Due to factors such as geographic size of wireless spectrum licenses and auctionbidders that may raise prices beyond acceptable levels,UScellular may not be successful in FCC auctions in obtaining access to thespectrum that it believes

154、is necessary to implement its business and technology strategies.Access to wireless spectrum licenses won in FCC auctions may not be available on a timely basis.Such access is dependent uponthe FCC actually granting wireless spectrum licenses won,which can be rescinded or delayed for various reasons

155、,including but notlimited to exceeding spectrum ownership and attribution limits,and safety concerns due to interference with other spectrum bands.Furthermore,newly licensed spectrum may not be available for immediate use since the radio operations of incumbent users,including in some cases governme

156、nt agencies,may need to be relocated to other portions of the radio spectrum,and/or the newlylicensed spectrum may be subject to sharing and coordination obligations.UScellular also may seek to acquire radio spectrumthrough purchases and exchanges with other spectrum licensees.However,UScellular may

157、 not be able to acquire sufficient spectrumthrough these types of transactions,and UScellular may not be able to complete any of these transactions on favorable terms.7)Advances or changes in technology could render certain technologies used by UScellular obsolete,could put UScellularat a competitiv

158、e disadvantage,could reduce UScellulars revenues or could increase its costs of doing business.The telecommunications industry is experiencing significant changes in technologies and services expected by customers,asevidenced by evolving industry standards,ongoing improvements in the capacity and qu

159、ality of digital technology,shorterdevelopment cycles for new services and products,and enhancements and changes in end-user requirements and preferences.Advances in technology could change the amount of tower space needed by wireless companies.Further,fixed-mobile bundledservices that combine wirel

160、ine broadband services with mobile services represent a competitive threat.If the trend toward bundlingcontinues,UScellular is at a competitive disadvantage compared to larger competitors,including cable companies,the nationalwireless carriers and other potential large new entrants with much greater

161、 financial and other resources in adapting to such bundling.Future technological changes or advancements may enable other wireless technologies to equal or exceed UScellulars current levelsof service and render its system infrastructure obsolete.UScellular may not be able to respond to such changes

162、and implement newtechnology on a timely or cost-effective basis,which could reduce its revenues or increase its costs of doing business.8)Complexities associated with deploying new technologies present substantial risk and UScellular investments inunproven technologies may not produce the benefits t

163、hat UScellular expects.UScellular is deploying 5G technology in its network and has launched commercial 5G services in portions of substantially all of itsmarkets.The continued deployment of 5G technology will require substantial additional investments in UScellulars wireless networksto remain compe

164、titive in the industry.Transition to 5G or other new technologies involves significant time,cost and risk,andanticipated products and revenues may not be realized.Furthermore,the wireless business experiences rapid technology changesand new services and products.If UScellular fails to effectively de

165、ploy new wireless technologies,services or products on a timelybasis,this could have an adverse impact on UScellulars business,financial condition and results of operations.Furthermore,it is not certain that UScellulars investments in various new,unproven technologies and the related service and pro

166、ductofferings will be effective.The markets for some of these services,products and solutions may still be emerging and the overallpotential for these markets,including revenues to be realized,may be uncertain.If customer demand for these new services,productsand solutions does not develop as expect

167、ed,UScellulars business,financial condition or results of operations could be adverselyaffected.9)Costs,integration problems or other factors associated with acquisitions,divestitures or exchanges of properties orwireless spectrum licenses and/or expansion of UScellulars business could have an adver

168、se effect on UScellularsbusiness,financial condition or results of operations.As part of UScellulars operating strategy,UScellular from time to time may be engaged in the acquisition,divestiture or exchange ofcompanies,businesses,strategic properties,wireless spectrum or other assets.UScellular may

169、change the markets in which itoperates and the services that it provides through such acquisitions,divestitures and/or exchanges.In general,UScellular may notdisclose the negotiation of such transactions until a definitive agreement has been reached.These transactions commonly involve a number of ri

170、sks,including:Identification of attractive companies,businesses,properties,spectrum or other assets for acquisition or exchange,and/orthe selection of UScellulars businesses or assets for divestiture or exchange;Competition for acquisition targets and the ability to acquire or exchange businesses at

171、 reasonable prices;Inability to make acquisitions that would achieve sufficient scale or substantial benefit to be competitive with competitors withgreater scale;Possible lack of buyers for businesses or assets that UScellular desires to divest and the ability to divest or exchange suchbusinesses or

172、 assets at reasonable prices;Ability to negotiate favorable terms and conditions for acquisitions,divestitures and exchanges;92025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm15/1032025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar

173、/data/821130/000082113024000007/usm-20231231.htm16/103Table of ContentsSignificant expenditures associated with acquisitions,divestitures and exchanges;Risks associated with integrating new businesses or markets,including risks relating to cybersecurity and privacy;Ability to enter markets in which

174、UScellular has limited or no direct prior experience and competitors have stronger positions;Ability to integrate and manage businesses that are engaged in activities other than traditional wireless service;Uncertain revenues and expenses associated with acquisitions,with the result that UScellular

175、may not realize the growth inrevenues,anticipated cost structure,profitability,or return on investment that it expects;Difficulty of integrating the technologies,services,products,operations and personnel of the acquired businesses,or ofseparating such matters for divested businesses or assets;Diver

176、sion of managements attention;Disruption of ongoing business;Impact on UScellulars cash and available credit lines for use in financing future growth and working capital needs;Inability to retain key personnel;Inability to successfully incorporate acquired assets and rights into UScellulars service

177、offerings;Inability to utilize acquired wireless spectrum;Inability to maintain uniform standards,controls,procedures and policies;Possible conditions to approval by the FCC,the Federal Trade Commission and/or the Department of Justice;andImpairment of relationships with employees,customers or vendo

178、rs.No assurance can be given that UScellular will be successful with respect to its acquisition,divestiture or exchange strategies orinitiatives.10)A failure by UScellular to complete significant network construction and systems implementation activities as part of itsplans to improve the quality,co

179、verage,capabilities and capacity of its network,support and other systems andinfrastructure could have an adverse effect on its operations.UScellulars business plan includes significant construction activities and enhancements to its network,support and other systemsand infrastructure.Additionally,t

180、he deployment of new wireless technologies,including 5G,will require substantial investments inUScellulars wireless network.As UScellular deploys,expands and enhances its network,it may need to acquire additional spectrum.Also,as UScellular continues to build out and enhance its network,UScellular m

181、ust,among other things,continue to:Lease,acquire or otherwise obtain rights to cell and switch sites;Obtain zoning variances or other local governmental or third-party approvals or permits for network construction;Complete and update the radio frequency design,including cell site design,frequency pl

182、anning and network optimization,foreach of UScellulars markets;andImprove,expand and maintain customer care,network management,billing and other financial and management systems.Any difficulties encountered in completing these activities,as well as problems in vendor equipment availability,labor ava

183、ilability,inflation or other pressures on costs,technical resources,system performance or system adequacy,could delay implementation anddeployment of new technologies,delay expansion of operations and product capabilities in new or existing markets or result inincreased costs.Failure to successfully

184、 deploy new technologies,including 5G,and/or build-out and enhance UScellulars network,support facilities and other systems and infrastructure in a cost-effective manner,and in a manner that satisfies consumersexpectations for quality and coverage,could have an adverse effect on UScellulars business

185、,business prospects,financial conditionor results of operations.11)Difficulties involving third parties with which UScellular does business,including changes in UScellulars relationshipswith or financial or operational difficulties,including supply chain disruptions,of key suppliers or independent a

186、gentsand third-party national retailers who market UScellulars services,could adversely affect UScellulars business,financial condition or results of operations.UScellular has relationships with independent agents and third-party national retailers who market UScellular services.UScellular depends u

187、pon certain vendors to provide it with equipment,services and content that meet its quality and costrequirements on a timely basis to continue its network construction and upgrades,and to operate its business.UScellular dependsupon certain vendors to provide it with wireless devices that meet its qu

188、ality and cost requirements on a timely basis to support sales.UScellular does not have operational or financial control over such key suppliers and has limited influence with respect to the mannerin which these key suppliers conduct their businesses.Further,key suppliers may experience supply chain

189、 challenges beyond theircontrol that result in difficulties providing the services and products typically requested by UScellular on a timely basis.If these keysuppliers(i)experience product availability shortages,(ii)require extended lead times to fulfill orders,(iii)experience financialdifficultie

190、s or file for bankruptcy or experience other operational difficulties or(iv)deem UScellular non-strategic and do not develop orsell services and products to UScellular,particularly where technical requirements differ from those of larger companies,they may notprovide equipment,services or content to

191、 UScellular on a timely basis,or at all,or they may otherwise fail to honor their obligations toUScellular.Furthermore,consolidation among key suppliers may result in less competition,higher prices,the discontinuation ofequipment and/or services typically purchased by UScellular or the discontinuati

192、on of support for equipment owned by UScellular.102025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm17/103Table of ContentsOperation of UScellulars supply chain and management of its device inventory and network equipment require accurate for

193、ecasting ofcustomer growth and demand.If overall demand for wireless devices or the mix of demand for wireless devices is significantlydifferent than UScellulars expectations,UScellular could face inadequate or excess supplies of particular models of wireless devices.This could result in lost sales

194、opportunities or an excess supply of device inventory or network equipment that may need to be writtendown,depreciated,or disposed of for a loss.If network equipment is not available or requires extended lead times due to supply chainchallenges,or if overall demand for wireless services or the mix o

195、f demand for wireless services is significantly different thanUScellulars expectations,UScellular may not be able to adequately maintain a network that supports customer demand.Further,UScellulars supply chain could be disrupted unexpectedly by raw material shortages,wars,natural disasters,disease o

196、r other factors.Supply chain disruptions may result in limited component availability,constraints on certain devices,extended lead times,delayedconstruction and additional uncertainty.Also,UScellular has other arrangements with third parties,including arrangements pursuant to which UScellular outsou

197、rces certainsupport functions to third-party vendors.Operational problems associated with such functions,including any failure by the vendor toprovide the required level of service under the outsourcing arrangements,including possible cyber-attacks or other breaches ofnetwork or information technolo

198、gy security,data protection or privacy,could have adverse effects on UScellulars business,financialcondition or results of operations.12)A failure by UScellular to maintain flexible and capable telecommunication networks or information technologies,or amaterial disruption thereof,could have an adver

199、se effect on UScellulars business,financial condition or results ofoperations.UScellular relies extensively on its telecommunication networks and information technologies to operate and manage its business,process transactions and summarize and report results.These networks and technologies are subj

200、ect to obsolescence and,consequently,must be upgraded,replaced and/or otherwise enhanced over time.Enhancements must be more flexible anddependable than ever before.All of this is capital intensive and challenging.The increased provision of data services has introduced significant demands on UScellu

201、lars network and also has increasedcomplexities related to network management,which creates an increased level of risk related to quality of service and data speeds.This is due to the fact that many customers increasingly rely on data communications to execute and validate transactions.As aresult,re

202、dundancy and geographical diversity of UScellulars network facilities are critical to providing uninterrupted service.Also,thespeed of repair and maintenance procedures in the event of network interruptions is critical to maintaining customer satisfaction.UScellulars ability to maintain high-quality

203、,uninterrupted service to its customers is critical,particularly given the increasinglycompetitive environment and customers ability to choose other service providers.In addition,UScellulars networks and information technologies and the networks and information technologies of vendors on whichUScell

204、ular relies are subject to damage or interruption due to various events,including power outages,computer,network andtelecommunications failures,computer viruses,security breaches,hackers and other cyber security risks,catastrophic events,naturaldisasters,severe weather,adverse climate changes,errors

205、 or unauthorized actions by employees and vendors,flawed conversion ofsystems,disruptive technologies and technology changes.Financial Risk Factors13)Uncertainty in UScellulars or TDS future cash flow and liquidity or the inability to access capital,deterioration in thecapital markets,changes in int

206、erest rates,other changes in UScellulars or TDS performance or market conditions,changes in UScellulars or TDS credit ratings or other factors could limit or restrict the availability of financing on termsand prices acceptable to UScellular,which has required and could in the future require UScellul

207、ar to reduce or delay itsconstruction,development or acquisition programs,reduce the amount of wireless spectrum licenses acquired,divestassets or businesses,and/or reduce or cease share repurchases.UScellular operates a capital-intensive business.Historically,UScellular has used internally-generate

208、d funds and also has obtainedsubstantial funds from external sources for general corporate purposes.In the past,UScellulars existing cash and investmentbalances,funds available under its financing agreements,and cash flows from operating and certain investing and financing activities,including sales

209、 of assets or businesses,provided sufficient liquidity and financial flexibility for UScellular to meet its normal day-to-dayoperating needs and debt service requirements,to finance the build-out and enhancement of markets and to fund wireless spectrumlicense acquisitions.There is no assurance that

210、this will be the case in the future.It may be necessary from time to time to increasethe amount of permissible borrowings under its financing agreements,to put in place new credit agreements,or to obtain other formsof financing to fund potential expenditures.UScellulars liquidity would be adversely

211、affected if,among other things,cash flows fromoperations significantly decline,UScellular is unable to obtain short or long-term financing on acceptable terms,UScellular is not ableto comply with certain debt covenants or UScellular is unsuccessful in negotiating related consents,waivers,or amendmen

212、ts,interestrates increase,UScellular makes significant spectrum license purchases,UScellular makes significant capital investments,UScellularmakes significant business acquisitions,the Los Angeles SMSA Limited Partnership(LA Partnership)and other minority-ownedpartnerships discontinue or significant

213、ly reduce distributions compared to historical levels,or Federal USF and/or other regulatorysupport payments decline.UScellulars liquidity may also be adversely affected by changes in the liquidity of TDS that impact TDS orUScellulars ability to comply with certain debt covenants or if TDS or UScell

214、ular is unsuccessful in negotiating related consents,waivers,or amendments.These or other developments at TDS may negatively affect UScellulars ability to obtain short or long-termfinancing on acceptable terms or obtain favorable terms and conditions from third-party vendors.112025/1/18 08:14usm-202

215、31231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm18/103Table of ContentsUScellulars credit rating currently is sub-investment grade.UScellular has incurred negative free cash flow(defined as Cash flowsfrom operating activities less Cash paid for additions to prop

216、erty,plant and equipment and less Cash paid for software licenseagreements)at times in the past and this could occur in the future.UScellular may require substantial additional capital for,amongother uses,acquisitions of providers of telecommunications services or products,spectrum license or system

217、 acquisitions,capitalexpenditures,the repurchase of shares,or making additional investments.There can be no assurance that sufficient funds willcontinue to be available to UScellular or its subsidiaries on terms or at prices acceptable to UScellular.Insufficient cash flows fromoperating activities,c

218、hanges in UScellulars credit ratings,defaults of the terms of debt or credit agreements,uncertainty of access tocapital,deterioration in the capital markets,reduced regulatory capital at banks which in turn limits their ability to lend,other changesin the performance of UScellular or in market condi

219、tions or other factors could limit or restrict the availability of financing on terms andprices acceptable to UScellular,which could require UScellular to reduce its acquisition,capital expenditure and businessdevelopment programs,reduce the acquisition and development of wireless spectrum licenses,

220、divest assets and/or reduce or ceaseshare repurchases.UScellular cannot provide assurance that circumstances that could have a material adverse effect on its liquidityor capital resources will not occur.TDS credit rating from nationally recognized credit agencies may impact UScellulars credit rating

221、 as,given UScellulars ownershipstructure,the rating agencies often consider rating actions related to TDS and UScellular in tandem.To the extent that TDS creditrating is downgraded,it may adversely affect UScellulars credit rating,which could result in the impacts described above.14)UScellular has a

222、 significant amount of indebtedness which could adversely affect its financial performance and in turnadversely affect its ability to make payments on its indebtedness,comply with terms of debt covenants and incuradditional debt.UScellular has a significant amount of indebtedness and may need to inc

223、ur additional indebtedness.UScellulars level ofindebtedness could have important consequences.For example,it(i)may limit UScellulars ability to obtain additional financing forworking capital,capital expenditures or general corporate purposes,particularly if the ratings assigned to its debt securitie

224、s by ratingorganizations are revised downward;(ii)will require UScellular to dedicate a substantial portion of its cash flow from operations to thepayment of interest and principal on its debt,thereby reducing the funds available to UScellular for other purposes includingexpansion through acquisitio

225、ns,capital expenditures,acquisition of wireless spectrum licenses,marketing spending and expansion ofits business;and(iii)may limit UScellulars flexibility to adjust to changing business and market conditions and make UScellular morevulnerable to a downturn in general economic conditions as compared

226、 to UScellulars competitors.UScellulars ability to makescheduled payments on its indebtedness or to refinance it will depend on its financial and operating performance which,in turn,issubject to prevailing economic and competitive conditions and other factors beyond its control.A substantial portion

227、 of UScellularsdebt is subject to variable interest rates,which has increased interest expense in recent periods and UScellular will continue to bevulnerable to unfavorable changes in market interest rates.UScellulars revolving credit agreement,term loan agreement,export credit financing agreement a

228、nd receivables securitizationagreement require UScellular to comply with certain affirmative and negative covenants,including certain financial covenants.Depending on the actual financial performance of UScellular,there is a risk that UScellular could fail to satisfy the required financialcovenants.

229、This risk has increased with UScellulars recent financial and operating performance.If UScellular breaches a financial orother covenant of any of these agreements,it would result in a default under that agreement,and could involve a cross-default underother debt instruments.This could in turn cause

230、the affected lenders to accelerate the repayment of principal and accrued interest onany outstanding debt under such agreements and,if they choose,terminate the agreement.If appropriate,UScellular may request anamendment to one or more credit agreements to adjust financial covenants to provide addit

231、ional financial flexibility to UScellular,andmay also seek other changes to such agreements.There is no assurance that the lenders will agree to any amendments.If thelenders agree to amendments,this may result in additional payments or higher interest rates payable to the lenders and/or additionalre

232、strictions.Restrictions with such debt instruments may limit UScellulars operating and financial flexibility.As a result,UScellulars level of indebtedness,restrictions contained in debt instruments and/or possible breaches of covenants,defaults,and acceleration of indebtedness could have an adverse

233、effect on UScellulars business,financial condition,revenues,results of operations and cash flows.15)UScellulars assets and revenue are concentrated in the U.S.wireless telecommunications industry.Consequently,itsoperating results may fluctuate based on factors related primarily to conditions in this

234、 industry.The U.S.wireless telecommunications industry is facing significant change and an uncertain operating environment.UScellularsfocus on the U.S.wireless telecommunications industry,together with its sub-scale position relative to larger competitors with greaterresources within the industry,ma

235、y represent increased risk for investors due to the lack of diversification.This could have an adverseeffect on UScellulars ability to attain and sustain long-term,profitable revenue growth and could have an adverse effect on itsbusiness,financial condition or results of operations.122025/1/18 08:14

236、usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm19/103Table of Contents16)UScellular has significant investments in entities that it does not control.Losses in the value of such investments couldhave an adverse effect on UScellulars financial condition or

237、 results of operations.UScellular has significant investments in entities that it does not control,including equity investments and interests in certain variableinterest entities.UScellulars interests in such entities do not provide UScellular with control over the business strategy,financialgoals,n

238、etwork build-out plans or other operational aspects of these entities.UScellular cannot provide assurance that these entitieswill operate in a manner that will increase or maintain the value of UScellulars investments,that UScellulars proportionate share ofincome from these investments will continue

239、 at the current level in the future or that UScellular will not incur losses from the holding ofsuch investments.Losses in the values of such investments or a reduction in income from these investments could adversely affectUScellulars financial condition or results of operations.In addition,certain

240、 investments have historically contributed significant cashflows to UScellular and a reduction or suspension of such cash flows could adversely affect UScellulars financial condition.Regulatory,Legal and Governance Risk Factors17)TDS and UScellular have initiated a process to explore a range of stra

241、tegic alternatives for UScellular and there can beno assurance that any strategic alternative will be successfully identified or completed,that any such strategicalternative will result in additional value for UScellular and its shareholders,or that the process will not have an adverseimpact on USce

242、llulars business or financial statements.On August 4,2023,TDS and UScellular announced that the Boards of Directors of both companies decided to initiate a process toexplore a range of strategic alternatives for UScellular.This comprehensive process could result in a diversion of managementsattentio

243、n from UScellulars existing business;a failure to achieve financial and operating objectives;the failure to retain key personnel,customers,business partners or contracts;and volatility in UScellulars stock price.In addition,this process has already resulted in theincurrence of significant expense-th

244、is is expected to continue.It is possible that any outcomes of the strategic alternatives reviewcould change the composition of UScellulars long-lived assets,how UScellular may derive cash flows from these assets and mayresult in uncertainty related to asset recoverability.This may impact UScellular

245、s asset groups for purposes of assessing wirelessspectrum licenses and/or property,plant and equipment for impairment and may require in the near term an impairment assessmentto be performed which may result in an impairment.There can be no assurance that such comprehensive process will result in an

246、ystrategic alternative of any kind being successfully identified or completed or that the process or any outcomes of the process will nothave an adverse impact on UScellulars business or financial statements.18)Failure by UScellular to timely or fully comply with any existing applicable legislative

247、and/or regulatory requirements orchanges thereto could adversely affect UScellulars business,financial condition or results of operations.UScellulars operations are subject to varying degrees of regulation by the FCC,state public utility commissions and other federal,state and local regulatory agenc

248、ies and legislative bodies.Various regulatory agencies and legislative bodies could implementdifferent policies with respect to many federal laws and regulations,including but not limited to changes to fiscal and tax policies,tradepolicies,tariffs on import goods and climate change.New or amended re

249、gulatory requirements could increase UScellulars costs anddivert resources from other initiatives.Adverse decisions,increased regulation,or changes to existing regulation by regulatory bodiescould negatively impact UScellulars operations by,among other things,restricting energy consumption or access

250、 to grid electricity,permitting greater competition or limiting UScellulars ability to engage in certain sales or marketing activities,or retention andrecruitment of skilled resources.New regulatory mandates or enforcement may require unexpected or increased capital expenditures,lost revenues,higher

251、 operating expenses or other changes.Court decisions and rulemakings could have a substantial impact onUScellulars operations,including rulemakings on broadband access to the internet,intercarrier access compensation,state andfederal support funding and court decisions regarding the FCCs universal s

252、ervice fund program or,more broadly,the scope ofauthority of the federal agencies that regulate UScellular.Litigation and different objectives among federal and state regulators couldcreate uncertainty and delay UScellulars ability to respond to new regulations.Further,wireless spectrum licenses are

253、 subject torenewal by the FCC and could be revoked in the event of a violation of applicable laws or regulatory requirements.Also,althoughFCC rules relating to net neutrality have been repealed,on October 19,2023,the FCC adopted a draft Notice of ProposedRulemaking(NPRM)that proposes to reinstate su

254、ch rules and reclassify broadband internet access service as a telecommunicationsservice under Title II of the Communications Act of 1934.In the interim,some state legislators and regulators are seeking to or havealready enacted state net neutrality laws and regulations,and it is unclear whether mor

255、e states will seek to do so now that the FCChas announced its intent to reinstate net neutrality rules.Interpretation and application of these rules and of rules relating to otherrecent NPRMs issued by the FCC(for example,with respect to digital discrimination),including conflicts between federal an

256、d statelaws,may result in additional costs for compliance and may limit opportunities to derive profits from certain business practices orresources.UScellular attempts to timely and fully comply with all regulatory requirements.However,UScellular is unable to predict the futureactions of the various

257、 legislative and regulatory bodies that govern UScellular,and such actions could have adverse effects onUScellulars business.132025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm20/103Table of Contents19)UScellular receives significant regulat

258、ory support,and is also subject to numerous surcharges and fees from federal,state and local governments the applicability and the amount of the support and fees are subject to great uncertainty,including the ability to pass through certain fees to customers,and this uncertainty could have an advers

259、e effect onUScellulars business,financial condition or results of operations.Telecommunications companies may be designated by states,or in some cases by the FCC,as an Eligible TelecommunicationsCarrier(ETC)to receive universal service support payments if they provide specified services in“high-cost

260、”areas.UScellular hasbeen designated as an ETC in certain states and received$92 million in high-cost support for service to high-cost areas in 2023.While there is uncertainty,UScellular expects that regulatory support payments will likely decline in future periods,and there is noassurance that USce

261、llular will qualify for future regulatory support programs.If regulatory support is discontinued or reduced fromcurrent levels,or if receipt of future regulatory support is contingent upon making certain network-related expenditures,this could havean adverse effect on UScellulars business,financial

262、condition or operating results and cash flows.Adding to this uncertainty are aseries of court cases challenging the constitutionality of the universal service fund program that establishes and administers theseregulatory support payments.Telecommunications providers pay a variety of surcharges and f

263、ees on their gross revenues from interstate and intrastate services,including USF fees and common carrier regulatory fees.The division of services between interstate services and intrastate services,including the divisions associated with Federal USF fees,is a matter of interpretation and in the fut

264、ure may be contested by the FCCor state authorities.The FCC in the future also may change the basis on which Federal USF fees are charged.The Federalgovernment and many states also apply transaction-based taxes to sales of telecommunications services and products and topurchases of telecommunication

265、s services from various carriers.In addition,state regulators and local governments have imposedand may continue to impose various surcharges,taxes and fees on telecommunications services.The applicability of thesesurcharges and fees to UScellulars services is uncertain in many cases and jurisdictio

266、ns may contest whether UScellular hasassessed and remitted those monies correctly.Periodically,state and federal regulators may increase or change the surcharges andfees UScellular currently pays.In some instances,UScellular passes through these charges to its customers.However,Congress,theFCC,state

267、 regulatory agencies or state legislatures may limit the ability to pass through transaction-based tax liabilities,regulatorysurcharges and regulatory fees imposed on UScellular to customers.UScellular may or may not be able to recover some or all ofthose taxes from its customers and the amount of t

268、axes may deter demand for its services or increase its cost to provide service.20)Settlements,judgments,restraints on its current or future manner of doing business and/or legal costs resulting frompending and future litigation could have an adverse effect on UScellulars business,financial condition

269、 or results ofoperations.UScellular is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts.Suchlegal and policy proceedings can be complex,costly,protracted and highly disruptive to business operations by diverting the attentionand energ

270、ies of management and other key personnel.The assessment of legal and policy proceedings is a highly subjective process that requires judgments about future events.Additionally,amounts ultimately received or paid upon settlement or resolution of litigation and other contingencies may differmateriall

271、y from amounts accrued in the financial statements.Depending on a range of factors,these or similar proceedings couldimpose restraints on UScellulars current or future manner of doing business.21)The possible development of adverse precedent in litigation or conclusions in professional or environmen

272、tal studies tothe effect that potentially harmful emissions from devices or network equipment,including but not limited to radiofrequencies emitted by wireless signals,may cause harmful health or environmental consequences,including cancer,tumors or otherwise harmful impacts,or may interfere with va

273、rious electronic medical devices or frequencies used byother industries,could have an adverse effect on UScellulars business,financial condition or results of operations.Media reports and certain professional studies have suggested that certain potentially harmful emissions from devices or networkeq

274、uipment,including but not limited to radio frequencies emitted by wireless signals,may cause harmful health or environmentalconsequences,including cancer,tumors or otherwise harmful impacts,and may interfere with various electronic medical devices,including hearing aids and pacemakers.There may also

275、 be safety concerns related to frequencies used by wireless devicesinterfering with frequencies used by other industries,including but not limited to,the concerns of the Federal Aviation Administrationregarding potential interference of 5G deployment with altimeters used by aircraft,which could impa

276、ct deployment of certain wirelessspectrum.UScellular is a party to and may in the future be a party to lawsuits against wireless carriers and other parties claimingdamages for alleged health effects,including cancer or tumors,arising from wireless phones,radio frequency transmitters,or harmfulemissi

277、ons from network equipment.Concerns over radio frequency emissions may discourage use of wireless devices or exposeUScellular to potential litigation.In addition,the FCC or other regulatory authorities may adopt regulations in response to concernsabout radio frequency or harmful network equipment em

278、issions.Any resulting decrease in demand for wireless services,costs oflitigation and damage awards or regulation could have an adverse effect on UScellulars business,financial condition or results ofoperations.In addition,some studies have indicated that some aspects of using a wireless device whil

279、e driving may impair a drivers attention incertain circumstances,making accidents more likely.These concerns could lead to potential litigation relating to accidents,deaths orserious bodily injuries.142025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-202

280、31231.htm21/103Table of Contents22)Claims of infringement of intellectual property and proprietary rights of others,primarily involving patent infringementclaims,could prevent UScellular from using necessary technology to provide products or services or subject UScellularto expensive intellectual pr

281、operty litigation or monetary penalties,which could have an adverse effect on UScellularsbusiness,financial condition or results of operations.UScellular faces possible effects of industry litigation relating to patents,other intellectual property or otherwise,that may restrictUScellulars access to

282、devices or network equipment critical to providing services to customers.If technology that UScellular uses inproducts or services were determined by a court to infringe a patent or other intellectual property right held by another person,UScellular could be precluded from using that technology and

283、could be required to pay significant monetary damages.UScellular alsomay be required to pay significant royalties to such person to continue to use such technology in the future.The successfulenforcement of any intellectual property rights,or UScellulars inability to negotiate a license for such rig

284、hts on acceptable terms,could force UScellular to cease using the relevant technology and offering services incorporating the technology.Any litigation todetermine the validity of claims that UScellulars products or services infringe or may infringe intellectual property rights of another,regardless

285、 of their merit or resolution,could be costly and divert the effort and attention of UScellulars management and technicalpersonnel.Regardless of the merits of any specific claim,UScellular cannot give assurance that it would prevail in litigation becauseof the complex technical issues and inherent u

286、ncertainties in intellectual property litigation.Although UScellular generally seeks toobtain indemnification agreements from vendors that provide it with technology,there can be no assurance that any claim ofinfringement will be covered by an indemnity or that UScellular will be able to recover all

287、 or any of its losses and costs under anyavailable indemnity agreements.Any claims of infringement of intellectual property and proprietary rights of others could preventUScellular from using necessary technology to provide its services or subject UScellular to expensive intellectual property litiga

288、tion ormonetary penalties.23)There are potential conflicts of interests between TDS and UScellular.TDS owns over 80%of the combined shares outstanding of both classes of common stock of UScellular,including a majority of theoutstanding Common Shares and 100%of the Series A Common Shares,and controls

289、 96%of their combined voting power.As aresult,TDS is effectively able to elect all of UScellulars thirteen directors and otherwise control the management and operations ofUScellular.Seven of the thirteen directors of UScellular are also directors of TDS and/or executive officers of TDS and/or UScell

290、ular.Directors and officers of TDS who are also directors or officers of UScellular,and TDS as UScellulars controlling shareholder,are inpositions involving the possibility of conflicts of interest with respect to certain transactions concerning UScellular.When the interestsof TDS and UScellular div

291、erge,TDS may exercise its influence in its own best interests.UScellular and TDS have entered into contractual arrangements governing certain transactions and relationships between them.Some of these agreements were executed prior to the initial public offering of UScellulars Common Shares and were

292、not the result ofarms-length negotiations.Accordingly,there is no assurance that the terms and conditions of these agreements are as favorable toUScellular as could have been obtained from unaffiliated third parties.See“Certain Relationships and Related Transactions”in thisForm 10-K.Conflicts of int

293、erest may arise between TDS and UScellular when faced with decisions that could have different implications forUScellular and TDS,including technology decisions,financial decisions,the payment of distributions by UScellular,agreements ortransactions between TDS and UScellular,business activities and

294、 other matters.TDS also may take action that favors its otherbusinesses and the interests of its shareholders over UScellulars wireless business and the interests of UScellular shareholders anddebt holders.Because TDS controls UScellular,conflicts of interest could be resolved in a manner adverse to

295、 UScellular and its othershareholders or its debt holders.The UScellular Restated Certificate of Incorporation provides that,so long as not less than 500,000 Series A Common Shares areoutstanding,UScellular,without the written consent of TDS,shall not,directly or indirectly own,invest or otherwise h

296、ave an interest in,lease,operate or manage any business other than a business engaged solely in the construction of,the ownership of interests inand/or the management of wireless telephone systems.This limitation on the scope of UScellulars potential business could hurt thegrowth of UScellulars busi

297、ness.This restriction would preclude UScellular from pursuing attractive related or unrelated businessopportunities unless TDS consents in writing.TDS has no obligation to consent to any business opportunities proposed by UScellularand may withhold its consent in its own best interests.24)Certain ma

298、tters,such as control by TDS and provisions in the UScellular Restated Certificate of Incorporation,mayserve to discourage or make more difficult a change in control of UScellular or have other consequences.The control of UScellular by TDS may tend to deter non-negotiated tender offers or other effo

299、rts to obtain control of UScellular andthereby deprive shareholders of opportunities to sell shares at prices higher than those prevailing in the market.The UScellular Restated Certificate of Incorporation also contains provisions which may serve to discourage or make more difficult achange in contr

300、ol of UScellular without the support of TDS or without meeting various other conditions.In particular,the authorizationof multiple classes of capital stock with different voting rights could prevent shareholders from profiting from an increase in the marketvalue of their shares as a result of a chan

301、ge in control of UScellular by delaying or preventing such change in control.The UScellular Restated Certificate of Incorporation also authorizes the UScellular Board of Directors to designate and issuePreferred Shares in one or more classes or series from time to time.Generally,no further action or

302、 authorization by the shareholdersis necessary prior to the designation or issuance of the additional Preferred Shares authorized pursuant to the UScellular RestatedCertificate of Incorporation unless applicable laws or regulations would require such approval in a given instance.Such PreferredShares

303、 could be issued in circumstances that would serve to preserve TDS control of UScellular.152025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-20231231.htm22/1032025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm

304、-20231231.htm23/103Table of ContentsThe provisions of the UScellular Restated Certificate of Incorporation and the existence of different classes of capital stock and votingrights could result in the exclusion of UScellular Common Shares from certain major stock indices at some point in the future,u

305、nlessUScellular is grandfathered by such stock indices or qualifies for some other exception.General Risk Factors25)UScellular has experienced,and in the future expects to experience,cyber-attacks or other breaches of network orinformation technology security of varying degrees on a regular basis,wh

306、ich could have an adverse effect onUScellulars business,financial condition or results of operations.UScellular experiences cyber-attacks of varying degrees on a regular basis.These include cyber-attacks intended to wrongfully obtainprivate and valuable information,or cause other types of malicious

307、events,including denial of service attacks which may causeUScellulars services to be disrupted or unavailable to customers.The increased number of associates working remotely increasesrisks associated with data handling and vulnerability management.The rapid evolution and increased adoption of artif

308、icial intelligencetechnologies may intensify UScellulars cybersecurity risk.UScellular maintains administrative,technical and physical controls,as wellas other preventative actions,to reduce the risk of security breaches.Although to date UScellular has not discovered a materialsecurity breach,these

309、efforts may be insufficient to prevent a material security breach stemming from future cyber-attacks includingransomware.If UScellulars or its vendors networks and information technology are not adequately adapted to changes in technologyor are damaged or fail to function properly,and/or if UScellul

310、ars or its vendors security is breached or otherwise compromised,UScellular could suffer adverse consequences,including theft,destruction or other loss of critical and private data,including customerand/or employee data,interruptions or delays in its operations,inaccurate billings,inaccurate financi

311、al reporting,and significant coststo remedy the problems.If UScellulars or its vendors systems become unavailable or suffer a security breach of customer or otherdata,UScellular may be required to expend significant resources and take various actions to address the problems,includingnotification und

312、er data privacy laws and regulations,may be subject to fines,sanctions and litigation,and its reputation and operatingresults could be adversely affected.UScellular continues to experience denial of service attacks.Although UScellular hasimplemented and continues to enhance its protection and recove

313、ry measures in response to such attacks,these efforts may beinsufficient to prevent a material denial of service attack in the future.See Item 1C.Cybersecurity of this Form 10-K for additionalinformation.26)Disruption in credit or other financial markets,a deterioration of U.S.or global economic con

314、ditions or other eventscould,among other things,impede UScellulars access to or increase the cost of financing its operating and investmentactivities and/or result in reduced revenues and lower operating income and cash flows,which would have an adverseeffect on UScellulars business,financial condit

315、ion or results of operations.Disruptions in the credit and financial markets,declines in consumer confidence,increases in unemployment,declines in economicgrowth,increased tariffs on import goods,sudden increases in inflation and uncertainty about corporate earnings could have asignificant negative

316、impact on the U.S.and global financial and credit markets and the overall economy.Such events could have anadverse impact on financial institutions resulting in limited access to capital and credit for many companies.Furthermore,economicuncertainties make it very difficult to accurately forecast and

317、 plan future business activities.Changes in economic conditions,changesin financial markets,changes in U.S.trade policies,deterioration in the capital markets or other factors could have an adverse effecton UScellulars business,financial condition,revenues,results of operations and cash flows.27)The

318、 impact of public health emergencies on UScellulars business is uncertain,but depending on duration and severitycould have a material adverse effect on UScellulars business,financial condition or results of operations.Public health emergencies pose the risk that UScellular or its associates,agents,p

319、artners and suppliers may be unable to conductbusiness activities for an extended period of time and/or provide the level of service expected.UScellulars ability to attract customers,maintain an adequate supply chain and execute on its business strategies and initiatives could be negatively impacted

320、 by publichealth emergencies.Additionally,public health emergencies could cause increased unemployment and an economic downturn,bothof which could negatively impact UScellular.The extent of the impact of public health emergencies on UScellulars business,financialcondition and results of operations w

321、ill depend on the severity and duration of the emergency,actions taken by governmentalauthorities and other possible direct and indirect consequences,all of which are uncertain and cannot be predicted.162025/1/18 08:14usm-20231231https:/www.sec.gov/Archives/edgar/data/821130/000082113024000007/usm-2

322、0231231.htm24/103Table of ContentsItem 1B.Unresolved Staff CommentsNone.Item 1C.CybersecurityThe UScellular information security program aligns with the National Institute of Standards and Technology(NIST)cybersecurityframework.Risk assessments are conducted periodically leveraging this standard and

323、 are integrated into the UScellular EnterpriseRisk Management(ERM)program.The assessment results are used to drive continuous improvement in the UScellular cybersecuritycontrol environment,as well as to manage potential data security risks of third-party service providers.UScellular assesses the thr

324、eatand vulnerability landscape using various commercial,government,vendor and publicly available information sources and tools.UScellular manages these evolving risks through ongoing investments in the security program including active monitoring of theinternal data environment and the environments

325、of third-party service providers who manage sensitive data.In addition,UScellularInformation Technology leaders conduct regular cyber incident simulations to ensure preparedness in the event of a cyber-attack.UScellular leverages external parties to perform independent assessments and tests of secur

326、ity controls in the environment.UScellulars Information Technology Security leaders are responsible for assessing and managing cybersecurity risks.Managementhas a depth of cybersecurity experience focused on increasing the organizations resilience to security threats and stays current onnew developm

327、ents through continuing education and monitoring of the cybersecurity landscape.The UScellular environment ismonitored for potential security threats and security events are investigated and acted on to minimize potential risk to theenvironment.The full Board of Directors engages in oversight of USc

328、ellulars cybersecurity risks.The Board of Directors receives regular updatesfrom management on technology and security updates and UScellulars assessment of cybersecurity threats and mitigation plans.TheUScellular Audit Committee oversees the processes over internal controls and financial reporting

329、that includes controls andprocedures that are designed to ensure that significant cybersecurity incidents are communicated to both senior management and theAudit Committee.Cybersecurity is also discussed with the Technology Advisory Group of the Board of Directors as warranted,at leaston an annual b

330、asis.Item 2.PropertiesUScellular has properties located throughout the United States.UScellulars corporate headquarters is located in Chicago,IL.UScellulars local business offices,cell sites,cell site equipment,connectivity centers,data centers,call centers and retail stores arelocated primarily in

331、UScellulars operating markets.These properties are either owned or leased by UScellular,one of its subsidiaries,or the partnership,limited liability company or corporation which holds the license issued by the FCC.As of December 31,2023,UScellulars gross investment in property,plant and equipment wa

332、s$9,560 million.Item 3.Legal ProceedingsUScellular is involved or may be involved from time to time in legal proceedings before the FCC,other regulatory authorities,and/orvarious state and federal courts.If UScellular believes that a loss arising from such legal proceedings is probable and can berea

333、sonably estimated,an amount is accrued in the financial statements for the estimated loss.If only a range of loss can bedetermined,the best estimate within that range is accrued;if none of the estimates within that range is better than another,the lowend of the range is accrued.The assessment of the expected outcomes of legal proceedings is a highly subjective process thatrequires judgments about