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Item 1. Business

2024-02-21 compared with 2023-02-22 · 98 added, 98 removed, 312 unchanged (39% of the section changed)

Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”), provides broadband services through its high speed, state-of-the-art fiber-optic and cable networks to customers in the Mid-Atlantic United States.

Shenandoah Telecommunications Company and its subsidiaries (“Shentel”, “we”, “our”, “us”, or the “Company”), provide broadband services through its high speed, state-of-the-art fiber-optic and cable networks to customers in the Mid-Atlantic United States.

The Company’s services include:

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and tower colocation leasing.

The Company owns an extensive regional network with over 8,300 route miles of fiber and over 220 macro cellular towers.

The Company owns an extensive regional network with approximately 9,900 route miles of fiber and 219 macro cellular towers.

For more information, please visit www.shentel.com.

Pending Acquisition of Horizon Acquisition Parent LLC

On October 24, 2023, Shentel entered into a definitive agreement to acquire 100% of the equity interests in Horizon Acquisition Parent LLC (“Horizon”) for $385 million (the “Horizon Transaction”).

Consideration will consist of $305 million in cash and $80 million of Shentel common stock.

Horizon is a leading commercial fiber provider in Ohio and adjacent states serving national wireless providers, carriers, enterprises, and government, education and healthcare customers.

Based in Chillicothe, Ohio, Horizon was founded in 1895 as the incumbent local exchange carrier in Ross County, Ohio and rapidly expanded its fiber network over the past 14 years.

Most recently, Horizon has pursued a strategy of investing in FTTH in tier 3 & 4 markets in Ohio.

The description of the Company’s business set forth below reflects the operations of the Company prior to the completion of the Horizon Transaction.

Description of Business

Broadband Reporting Segment

Our Broadband segment provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, and Kentucky, via fiber optic services under the brand name of Glo Fiber and hybrid fiber coaxial cable under the brand name of Shentel.

The Broadband segment also leases dark fiber and provides Ethernet and wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area under the brand names of Glo Fiber Enterprise and Glo Fiber Wholesale.

The Broadband segment also provides voice and data services to customers in Virginia’s Shenandoah County and portions of adjacent counties as a Rural Local Exchange Carrier (“RLEC”).

These integrated networks are connected by an approximately 8,300 fiber route mile network.

Our Broadband segment provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania and Kentucky, via fiber optics under the brand name of Glo Fiber and hybrid fiber coaxial cable under the brand name of Shentel.

The Broadband segment also provides voice and digital subscriber line (“DSL”) telephone services to customers in Virginia’s Shenandoah County and portions of adjacent counties as a Rural Local Exchange Carrier (“RLEC”).

These integrated networks are connected by approximately 9,900 route miles of fiber.

The Broadband segment served 235,298 Revenue Generating Units (“RGUs”) at December 31, 2023, representing an increase of 6.5%, from December 31, 2022.

Tower Reporting Segment

Our Tower segment owns over 220 macro cell towers and leases colocation space on the towers to wireless communications providers.

Our Tower segment owns 219 macro cellular towers and leases colocation space on the towers to wireless communications providers.

Substantially all of our owned towers are built on ground that we lease from the respective landlords.

Broadband competition

As the incumbent cable provider passing over 212,000 homes, we compete directly against the incumbent local telephone companies in 100% of our passings that provide DSL data and voice services over hybrid fiber and copper-based networks, a broadband overbuilder provider in approximately 13% of our passings that provision broadband service over hybrid fiber coaxial cable or fiber optics networks and indirectly from wireless substitution as the bandwidth speeds from wireless providers have increased with network upgrades to 5 th generation technology.

Our FTTH service passes over 147,000 homes and competes against the incumbent local telephone companies' DSL and voice services via hybrid fiber and copper-based networks and the incumbent cable companies' broadband service utilizing hybrid fiber coaxial networks.

As the incumbent cable provider passing approximately 216,000 homes and businesses, we compete directly against the incumbent local telephone companies that provide data and voice services over hybrid fiber and copper-based networks as well as broadband overbuilder providers that provide data, voice, and video services over hybrid coaxial cable or fiber optic networks.

Approximately 17% of our incumbent cable passings compete with a wireline broadband competitor.

In addition, we compete with fixed wireless broadband services and indirectly with wireless substitution as the bandwidth speeds from wireless providers have increased with network upgrades to 5 th generation technology.

Our Glo Fiber FTTH service passes approximately 234,000 homes and competes against the incumbent local telephone companies’ DSL and voice services via hybrid fiber and copper-based networks and the incumbent cable companies’ broadband service utilizing hybrid fiber-coaxial cable networks.

Competition is also intense and growing in the market for video services.

Incumbent cable television companies, which have historically provided video service, face competition from direct broadcast satellite providers such as Dish and DirecTV and on-line video services, such as Netflix, YouTube TV, Hulu, Disney and Amazon.

Cable television systems are operated under non-exclusive franchises granted by local authorities, which may result in more than one operator providing video services in a particular market.

Incumbent cable television companies, which have historically provided video service, also face competition from direct broadcast satellite providers such as Dish and DirecTV and on-line video services, such as Netflix, YouTube TV, Hulu, Disney and Amazon.

Our ability to compete effectively with our competitors in video will depend, in part, on price, content cost and variety, service quality and the convenience of our service offerings.

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We compete with other public tower companies, such as American Tower Co., Crown Castle International Corp., SBA Communications Corp., and private tower companies, private equity sponsored firms, carrier-affiliated tower companies, and owners of other alternative structures.

We believe that site location and capacity, price, and leasing

terms have been, and will continue to be, significant competitive factors affecting owners, operators and managers of communications sites.

We believe that zoning approval of site location and capacity, price, and leasing terms have been, and will continue to be, significant competitive factors affecting owners, operators and managers of communications sites.

Our operations are subject to regulation by the Federal Communications Commission (“FCC”), the Virginia State Corporation Commission (“VSCC”), the West Virginia Public Service Commission, the Maryland Public Service Commission, the Pennsylvania Public Utility Commission, the Kentucky Public Service Commission and other federal, state, and local governmental agencies.

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Regulation of Broadband Internet and Cable Video Services

We provide broadband internet, video, voice and fiber services to residential and business customers in franchise areas covering portions of Virginia, West Virginia, western Maryland, central Pennsylvania and eastern Kentucky.

We provide broadband internet, video, voice and fiber services to residential and business customers in franchise areas covering portions of Virginia, West Virginia, Maryland, central Pennsylvania and eastern Kentucky.

The provision of cable service generally is subject to regulation by the FCC, and cable operators typically also must comply with the terms of the franchise agreement between the cable operator and the state or local franchising authority.

Some states, including Virginia and West Virginia, have enacted regulations and franchise provisions that also can affect certain aspects of a cable operator’s operations.

Our business can be significantly impacted by changes to the existing regulatory framework, whether caused by legislation or administrative or judicial actions.

Our business may be significantly impacted by changes to the existing regulatory framework, whether caused by legislation or administrative or judicial actions.

The FCC originally classified broadband Internet access services, such as those we offer, as an information service, which by law exempts the service from traditional common carrier communications laws and regulations.

In 2015, the FCC determined that broadband Internet access services, such as those we offer, were a form of telecommunications service under the Communications Act of 1934, as amended (the “Communications Act”), and, on that basis, imposed rules (commonly referred to as “Net Neutrality” rules) banning service providers from blocking access to lawful content, restricting data rates for downloading lawful content, prohibiting the attachment of non-harmful devices, giving special transmission priority to affiliates and offering third parties the ability to pay for priority routing.

The 2015 rules also imposed a transparency requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers.

In 2017, the FCC adopted an order repudiating its treatment of broadband as a telecommunications service, reclassifying broadband as an information service, and eliminating the 2015 rules other than the transparency requirement, which was eased in significant ways.

The 2015 Net Neutrality rules also imposed a transparency requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers.

In 2017, the FCC adopted an order repudiating its treatment of broadband as a telecommunications service, reclassifying broadband as an information service, and eliminating the 2015 Net Neutrality rules other than the transparency requirement, which the FCC eased in significant ways.

The FCC also ruled that state regulators may not impose obligations similar to federal obligations that the FCC removed.

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In October 2020, the FCC, responding to the court’s remand order, issued a further decision clarifying certain aspects of its earlier order.

In this decision the FCC re-classified broadband internet access service as an unregulated information service, thus eliminating all federal regulatory “network neutrality” obligations beyond requiring broadband providers to accurately disclose network management practices, performance, and commercial terms of service.

In this decision, the FCC reclassified broadband internet access service as an unregulated information service,

thus eliminating all federal regulatory “network neutrality” obligations beyond requiring broadband providers to accurately disclose network management practices, performance, and commercial terms of service.

These issues may be revisited by the FCC in the current or future administrations.

At the same time, several states (including California, but not anywhere we operate) have adopted state obligations replacing the Internet access (“Net Neutrality” type) obligations that the FCC removed, and we expect that additional states will consider the imposition of new regulations on Internet services like those that we offer.

At the same time, several states (including California, but not states in which we operate) have adopted state obligations replacing the Internet access (“Net Neutrality” type) obligations that the FCC removed, and we expect that additional states will consider the imposition of new regulations on Internet services like those that we offer.

For example, New York adopted legislation that would have required Internet service providers to offer a discounted Internet service to qualifying low-income consumers, but a federal district judge enjoined enforcement as likely to be deemed rate regulation of Internet service that would be preempted by federal law.

Other state laws and regulations may be adopted in the future, but will likely be subject to legal challenges.

Other state laws and regulations may be adopted in the future, and have been proposed in states in which we operate, but will likely be subject to legal challenges.

California’s legislation has been challenged in court.

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The adoption of new Internet regulations or the adaptation of existing laws to the Internet, including potential liability for the infringing activities of Internet subscribers, could adversely affect our business.

Moreover, irrespective of these cases, and as recent history has shown, it is possible that the FCC might further revise its approach to broadband Internet access in the future, or that Congress might enact legislation affecting the rules applicable to the service.

Moreover, irrespective of these cases, and as demonstrated by the FCC’s inconsistent positions over time, it is possible that the FCC might further revise its approach to broadband Internet access in the future, or that Congress might enact legislation affecting the rules applicable to the service.

In October 2023, the FCC adopted a Notice of Proposed Rulemaking that proposes to reclassify broadband internet service as a telecommunications service and reinstate Net Neutrality rules.

As the Internet has matured, it has become the subject of increasing regulatory interest.

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The FCC has ongoing proceedings to allocate additional spectrum for advanced wireless service, which could provide additional wireless competition to our broadband business.

Federal and state governments have launched numerous programs to provide subsidies for the construction of high-speed broadband facilities to unserved homes that do not have access to broadband service of 25 Mbps for downloads and 3 Mbps for uploads.

The largest of these is the recently enacted $42.5 billion appropriation in the Infrastructure Investment and Jobs Act for broadband construction and adoption programs that prioritize currently unserved areas.

In addition, funding from the American Rescue Plan Act, the Coronavirus Aid, Relief, and Economic Security Act, and the FCC’s Rural Digital Opportunities Fund, and state programs such as the Virginia Telecommunications Initiative (“VATI”), Maryland Network Infrastructure Grant Program and West Virginia Broadband Development Fund are likely to subsidize broadband construction to unserved homes.

On January 30, 2020, the FCC adopted an order approving the Rural Digital Opportunity Fund (“RDOF”) to disburse $20.4 billion over the course of ten years to subsidize the deployment of networks for the provision of high-speed broadband internet access and voice services in unserved areas via a reverse auction, some of which may be directed to competitive providers in some of the states in which we operate.

We prevailed as a winning bidder in the auction for certain areas subject to further FCC review of the Company’s long-form application and supporting materials.

Subsequent to the auction and prior to completing the long-form application, the Company filed a request with the FCC declining most of the RDOF grants and seeking relief from the related obligations to build networks in certain areas that will soon be, or already are, served by other broadband providers.

We may be subject to penalties or other adverse action if the FCC does not grant the requested relief.

Our remaining RDOF award, excluding awards declined, is $0.9 million to serve approximately 900 unserved homes.

The Company expects to fulfill its obligation during the period from 2023 to 2025.

In 2021, Congress passed the America Rescue Plan Act to subsidize the deployment of high-speed broadband internet access in unserved areas.

Federal and state governments have launched numerous programs to provide subsidies for the construction of high-speed broadband facilities to homes that do not have access to broadband service of 25 Mbps for downloads and 3 Mbps for uploads, including federal funding from the American Rescue Plan Act, the Coronavirus Aid, Relief, and Economic Security Act and the FCC’s Rural Digital Opportunities Fund, and state programs such as the Virginia Telecommunications Initiative (“VATI”), Maryland Network Infrastructure Grant Program and West Virginia Broadband Development Fund.

On January 30, 2020, the FCC adopted an order approving the Rural Digital Opportunity Fund to disburse $20.4 billion over the course of 10 years to subsidize the deployment of networks for the provision of high-speed broadband internet access and voice services in unserved areas via a reverse auction, some of which may be directed to competitive providers in some of the states in which we operate.

We prevailed as a winning bidder in the auction for certain areas with a grant of $0.9 million to serve approximately 900 unserved homes.

The Company began fulfilling its obligation during 2023 and expects to complete that process by the end of 2025.

In 2021, Congress passed the American Rescue Plan Act to subsidize the deployment of high-speed broadband internet access in unserved areas.

We were awarded approximately $85.8 million in grants to serve approximately 25,000 unserved homes in the states of Virginia, West Virginia and Maryland.

The grants will be paid to the Company as certain milestones are completed.

The Company expects to fulfill its performance obligations during the period from 2023 to 2025.

The Company began fulfilling its obligation in during 2023 and expects to complete that process by the end of 2026.

In November 2021, Congress passed the Infrastructure Investment and Jobs Act that will provide an additional $42.5 billion to states to fund broadband construction and adoption programs that prioritize the expansion of high-speed broadband to unserved homes across the country.

The allocation of the federal funds to the states and the process to award the grants is being developed.

With the influx of government grants now available to subsidize broadband FTTH construction to unserved areas, we ceased our Beam fixed wireless network, operations and services in 2022 as it was not designed to compete against the faster broadband services offered by fiber networks.

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Non-broadcast channels (including satellite-delivered cable programming, such as ESPN, HBO and the Discovery Channel) are not subject to must-carry/retransmission consent regulations or a compulsory copyright license.

The Company negotiates directly or through the National Cable Television Cooperative (“NCTC”) with these cable programmers for the right to carry their programming.

The cost of acquiring the right to carry cable programming can increase as programmers demand rate increases.

The Company negotiates directly or through the National Cable Television Cooperative with these cable programmers for the right to carry their programming.

The cost of acquiring the right to carry cable programming can increase as programmers demand rate increases and we cannot predict the extent to which any potential costs may impact our business.

Franchise Matters.

Cable and FTTH operators generally must apply for and obtain non-exclusive franchises from local or state franchising authorities before providing video and data services.

The terms and conditions of franchises vary among jurisdictions, but franchises generally last for a fixed term and are subject to renewal, require the cable operator to collect a franchise fee of as much as 5% of the cable operator’s gross revenue from video services, and contain certain service quality and customer service obligations.

We believe that our ability to obtain franchises or our franchise renewal prospects are generally favorable but cannot guarantee the initial franchise award or future renewal of any individual franchise.

A significant number of states today have processes in place for obtaining state-wide franchises, and legislation and regulation have been introduced from time to time in Congress, the FCC, and in various states, including those in which we provide some form of video or data service, that would modify franchising processes, potentially lowering barriers to entry and increasing competition in the marketplace for video services.

The terms and conditions of franchises vary among jurisdictions, but franchises generally last for a fixed term and are subject to renewal, require the cable operator to collect a franchise fee of 5% of the cable operator’s gross revenue from video services, and contain certain service quality and customer service obligations.

We believe that our ability to obtain franchises or our franchise renewal prospects are generally favorable, but we cannot guarantee the initial franchise award or future renewal of any individual franchise.

A significant number of states today have processes in place for obtaining state-wide franchises.

In addition, from time to time legislation and regulation are introduced in Congress, the FCC and in various states, including those in which we provide some form of video or data service, that would modify franchising processes, potentially lowering barriers to entry and increasing competition in the marketplace for video services.

The states in which we currently operate largely leave franchising responsibility in the hands of local municipalities and counties, but these states govern the local government entities’ awards of such franchises and their conduct of franchise negotiations.

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Of the states in which Shentel operates, Virginia and Kentucky currently regulate cooperatively owned pole attachments.

In 2018, the FCC interpreted another federal law governing state and local regulation of public rights of way to impose cost-based limitations on what government entities may charge for pole attachments.

This interpretation was upheld against challenge by the United States Court of Appeals for the Ninth Circuit.

In addition, the FCC has interpreted another federal law governing state and local regulation of public rights of way to impose cost-based limitations on what government entities may charge for pole attachments.

In 2018, the FCC adopted rules to permit a “one-touch” make-ready process for poles subject to its jurisdiction.

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For example, the FCC is currently considering a proposal to expand the CPNI breach reporting obligations for VoIP and telecommunications providers.

As a result of the FCC’s December 2017 decision to reclassify broadband Internet access service as an “information service,” the FTC has the authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information.

As a result of the FCC’s December 2017 decision, discussed above, to reclassify broadband Internet access service as an “information service,” the FTC has the authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information.

Many states and local authorities have considered legislative or other actions that would impose additional restrictions on our ability to collect, use and disclose certain information.

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In 2020, Virginia enacted a new consumer privacy law.

Firms were required to come into compliance by January 2023.

Companies were required to come into compliance by January 2023.

The Virginia privacy law imposes requirements on companies, like Shentel, regarding the handling of consumer data, including a requirement to conduct data protection impact assessments;

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and allow consumers to access, delete, correct and port their data, among other things.

Shentel's operations are in compliance with the new Virginia law as of December 31, 2022.

In 2021, Colorado enacted the Colorado Privacy Act, modeled largely after its predecessor in Virginia and in part after the CCPA, which will go into effect on July 1, 2023.

We expect continued federal and other state efforts to regulate online privacy, data security and cybersecurity to continue in 2023.

Shentel’s operations continue to be in compliance with the law as of December 31, 2023.

In 2021, Colorado enacted the Colorado Privacy Act, modeled largely after its predecessor in Virginia and in part after the CCPA, which went into effect on July 1, 2023.

We expect federal and state efforts to regulate online privacy, data security and cybersecurity to continue in 2024.

We cannot predict whether any of these efforts will be successful, or how new legislation and regulations, if any, would affect our business.

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Accessibility .

The FCC imposes obligations on multi-channel video programming distributors (“MVPDs”), intended to ensure that individuals with disabilities are able to access and use video programming services and

FCC rules require video programming delivered on MVPD systems to be closed captioned unless exempt and require MVPDs to pass through captions to consumers and to take all steps needed to monitor and maintain equipment to ensure that captioning reaches the consumer intact.

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Voice over Internet Protocol “VoIP” Services .

We provide voice communications services over our cable network utilizing interconnected VoIP technology and service arrangements.

We provide voice communications services over our cable and fiber networks utilizing interconnected VoIP technology and service arrangements.

Although similar to telephone service in some ways, our VoIP service arrangement utilizes different technology and is subject to many of the same rules and regulations applicable to traditional telephone service.

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The schedule and magnitude of these decreases, however, has varied depending on the nature of the carriers and the telephone traffic at issue.

These changes have had a negative impact on our revenues and expenses for voice services at particular times over this multi-year period.

These changes have had a negative impact on our revenues for voice services at particular times over this multi-year period.

Further regulatory changes are being considered that could impact our VoIP service.

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Our ability to provide video service may be affected by a wide range of additional regulatory and related issues, including FCC regulations pertaining to licensing of systems and facilities, set-top boxes, equipment compatibility, program exclusivity blackouts, commercial leased access of video channels by unaffiliated third parties, advertising, maintenance of online public files, accessibility to persons with disabilities, emergency alerts, equal employment opportunity, privacy, consumer protection, and technical standards.

Further, the FCC recently adopted a plan to reallocate for other purposes certain spectrum currently used by satellite providers to deliver video programming to individual cable systems, which could be disruptive to the satellite video delivery platform we rely

upon to provide our video services.

We cannot predict the nature and pace of these and other developments or the effect they may have on our operations.

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State Regulation .

Shenandoah Telephone Company is a rural incumbent local exchange carrier (“RLEC”) serving Shenandoah County, Virginia and portions of Rockingham and Augusta County Virginia.

Shenandoah Telephone Company is a RLEC serving Shenandoah County, Virginia and portions of the Virginia counties of Rockingham, Frederick, and Augusta.

Shenandoah Telephone’s rates for local exchange service, intrastate toll service and intrastate access charges are subject to the approval of the VSCC.

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We cannot predict whether, when and to what extent such refunds may be due.

On October 27, 2011, the FCC adopted a number of broad changes to the intercarrier compensation rules governing the interstate access rates charged by small-to-mid-sized RLECs such as Shenandoah Telephone that have had a material impact on our revenues.

material impact on our revenues.

For example, the FCC adopted a national “bill-and-keep” framework, which will result in substantial reductions in the access charges paid by long distance carriers and other interconnecting carriers, possibly to zero, accompanied by increases to the subscriber line charges paid by business and residential end users.

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In May 2021, the FCC introduced the temporary Emergency Broadband Benefit (“EBB”) program to help qualifying disadvantaged households pay for Internet service.

The EBB program provides a subsidy of up to $50 per month toward Internet service to the service provider for most eligible low-income households that elect the benefit and demonstrate their qualification.

Congress extended this benefit indefinitely through the new Affordable Connectivity Program (“ACP”) that in 2022 replaced EBB with a $30 subsidy for service provided to most of the same consumers.

The EBB program provided a subsidy of up to $50 per month toward Internet service to the service provider for most eligible low-income households that elect the benefit and demonstrate their qualification.

Congress extended this benefit through the new Affordable Connectivity Program (“ACP”) that in 2022 replaced EBB with a $30 subsidy for service provided to most of the same consumers.

ACP is expected to end in 2024 unless Congress passes legislation to increase the funding to support this program.

If ACP ends, the Company’s eligible subscribers may not be able to afford broadband service which could reduce our revenues.

These programs are beneficial to participating service providers by increasing the number of customers who can afford and pay for Internet services.

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We are subject to FCC rules that require telecommunications carriers to make emergency 911 services available to their subscribers, including enhanced 911 services that convey the caller’s telephone number and detailed location information to emergency responders.

In December 2013, the FCC adopted a rule requiring all 911 service providers that serve a public safety answering point (a “PSAP”) or other local emergency responder, to take reasonable measures to ensure 911 circuit diversity, availability of backup power at central offices that directly serve PSAPs, and diversity of network monitoring links.

Further, in August 2019 the FCC adopted new 911-related

requirements for service providers offering customers multiline telephone system solutions to business and enterprise customers.

These new requirements require Shentel to take certain additional action to ensure emergency responders can properly respond to 911 calls, such as the delivery of specific location information and notices.

As a 911 service provider that serves a public safety answering point (a “PSAP”) or other local emergency responder, we must take reasonable measures to ensure 911 circuit diversity, availability of backup power at central offices that directly serve PSAPs, and diversity of network monitoring links.

Further, as a service provider offering multiline telephone system solutions to business and enterprise customers we must take certain additional actions to ensure emergency responders can properly respond to 911 calls, such as the delivery of specific location information and notices.

Long Distance Services .

We offer long distance service to our customers through our subsidiary, Shenandoah Cable Television, LLC.

Our long distance rates are not subject to FCC regulation, but we are required to offer long distance service through a subsidiary other than Shenandoah Telephone, to disclose our long distance rates on a website, to maintain geographically averaged rates, to pay contributions to the USF and make other mandatory payments based on our long-distance revenues, and to comply with other filing and regulatory requirements.

In November 2013, the FCC issued an order imposing greater recordkeeping and reporting obligations on certain long distance providers delivering calls to rural areas.

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Compliance with FAA, environmental or historic preservation requirements could significantly delay or prevent the registration or construction of a particular tower or make tower construction more costly.

On July 15, 2016, Congress enacted new tower marking requirements for certain towers located in rural areas, which may increase our operational costs.

On July 15, 2016, Congress enacted new tower marking requirements for certain towers located in rural areas, which may increase our

operational costs.

However, statutory changes adopted by Congress in the 2018 FAA Reauthorization Act may ameliorate or mitigate some of those costs.

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We cannot predict the outcome of these proceedings or the effect they may have on us.

Communications Assistance for Law Enforcement Act (“CALEA”).

The CALEA was enacted in 1994 to preserve electronic surveillance capabilities by law enforcement officials in the face of rapidly changing telecommunications technology.

CALEA requires telecommunications carriers and broadband providers, including the Company, to modify their equipment, facilities and services to allow for authorized electronic surveillance based on either industry or FCC standards.

Human Capital Management

As of December 31, 2022, the Company employed 842 people in and around the Mid-Atlantic region of the United States, of which approximately 31% were female, and 22% of managerial employees were female.

As of December 31, 2023, the Company employed 845 people, geographically located predominately in and around the Mid-Atlantic region of the United States.

Approximately 31% of our employees were female and approximately 23% of employees in management positions were female.

Our Chief Human Resources Officer (“CHRO”) is responsible for developing and executing the Company’s human capital management strategy in alignment with the business.

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Our CHRO continuously evaluates, modifies and enhances our internal processes and technologies to increase employee engagement, productivity and effectiveness.

In addition, the Chief Executive Officer (“CEO”) and CHRO regularly update the Company’s board of directors and its committees on the operation and status of these human capital trends and management programs.

In addition, our Chief Executive Officer (“CEO”) and CHRO regularly update the Company’s board of directors and its committees on the operation and status of these human capital trends and management programs.

Key areas of focus include:

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We believe that a diverse workforce is critical to our success.

Our recent efforts have been focused in three areas:

Our efforts have been focused in three areas:

inspiring innovation through an inclusive and diverse culture;

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Our annual employee satisfaction survey captures critical indicators of employee engagement and provides an overall understanding of employee favorability.

During 2022, we conducted our most recent enterprise-wide engagement survey, with the assistance of third party consultants, which focused on measuring engagement, inclusion, and overall employee satisfaction.

We will continue to poll our employees and build action plans to address feedback shared by our team members.

During 2023, we conducted our annual enterprise-wide engagement survey, with the assistance of third party consultants, which focused on measuring engagement, inclusion and overall employee satisfaction.

We will continue to poll our employees, as appropriate, and build action plans to address feedback shared by our team members.

Information About Our Executive Officers

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French holds a bachelor’s degree in electrical engineering and an MBA, both from the University of Virginia.

He has held board and officer positions in both state and national telecommunication associations, including service as a member of the Leadership Committee of the USTelecom Association, a director of the Organization for the Promotion and Advancement of Small Telecommunications Companies (“OPASTCO”) and was president and director of the Virginia Telecommunications Industry Association.

McKay is Executive Vice President and Chief Operating Officer for Shentel.

He has served in this role since July 2021 and is responsible for leading Shentel’s entire integrated broadband business, including the Shentel Cable, Glo Fiber, Glo Fiber Enterprise and Glo Fiber Wholesale brands, and the Company’s tower portfolio.

He joined Shentel in 2004 and has more than 25 years of experience in the telecommunications industry.

Prior to his current role, he served as Senior Vice President of Engineering & Operations.

He has held board and officer positions in both state and national telecommunication associations, including service as a director of the Organization for the Promotion and Advancement of Small Telecommunications Companies (OPASTCO), membership on the Leadership Committee of the USTelecom Association, and was president and director of the Virginia Telecommunications Industry Association.

McKay is Executive Vice President and Chief Operating Officer for Shentel and is responsible for leading the Company’s integrated broadband business, including the Shentel and Glo Fiber brands.

He joined Shentel in 2004, has served as Executive Vice President and Chief Operating Officer since 2021 and has more than 25 years of experience in the telecommunications industry.

Prior to his current role, he served as Senior Vice President of Engineering and Operations.

He played a key role in the growth and success of Shentel’s former wireless business, led the expansion of the fiber-rich network supporting the Company’s cable and wireline business, and was responsible for delivering on Shentel’s broadband Fiber First growth strategy for Glo Fiber.

McKay held the title of Senior Vice President - Wireline and Engineering from 2015 to 2018, with responsibility for managing the Company's commercial fiber and dual incumbent cable and RLEC businesses, network planning, engineering, construction and operations for Shentel's networks.

McKay began his telecommunications industry career in 1996, including previous management positions at UUNET and Verizon.

He is a graduate of the University of Virginia, where he earned master’s and bachelor’s degrees in electrical engineering.

He represents the Company on the Board of ACA Connects and the Board of ValleyNet.

Volk is Senior Vice President and Chief Financial Officer.

He joined Shentel in June 2019.

He has more than 27 years of experience in the telecommunications industry, and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers.

He most recently served as Vice President, Finance and Investor Relations of Uniti Group Inc.

He is a graduate of the University of Virginia, where he earned master’s and bachelor’s degrees in Electrical Engineering, and he represents the Company on the Board of ACA Connects.

Volk is Senior Vice President and Chief Financial Officer for Shentel.

He joined Shentel in June 2019, has more than 28 years of experience in the telecommunications industry and has served in a variety of senior financial management roles with both large corporations and high growth, early stage telecommunication providers.

Prior to joining Shentel, he served as Vice President, Finance and Investor Relations of Uniti Group Inc.

Prior to joining Uniti, he served as CFO of multiple public and private telecommunication companies, including PEG Bandwidth, Hargray Communications and UbiquiTel Inc.

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She leads the Information Technology organization, Enterprise Project Management Office (EPMO) and Enterprise Risk Management program, and is responsible for our Customer Care and Tech Support functions.

She joined the Company in March

2019 and has more than 20 years of experience in diverse business environments across all areas of Information Technology.

Prior to joining Shentel, Ms.

She joined the Company in March 2019 and has more than 20 years of experience in diverse business environments across all areas of Information Technology.

Prior to joining Shentel, Mrs.

Cheng served as Chief Information Officer and Managing Director of Global Strategic Design for CFA Institute in Charlottesville, Va.

Prior to her time at CFA Institute, Ms.

Cheng held a number of different roles over 16 years with M&T Bank in Buffalo, NY, including Group Vice President, Technology Business Services, Vice President of Retail Operations and Assistant Vice President, Web Product Owner.

Prior to her time at CFA Institute, Mrs.

a number of different roles over 16 years with M&T Bank in Buffalo, NY, including Group Vice President, Technology Business Services, Vice President of Retail Operations and Assistant Vice President, Web Product Owner.

She received her Bachelor of Arts degree from Vassar College and her Masters of Business Administration from the University of Rochester.

Additionally, Ms.

Additionally, Mrs.

Cheng is a founding board member of Charlottesville Women in Tech, a non-profit organization which encourages women to join and thrive in technology careers.

Tormey (formerly Banks) is Vice President and Chief Human Resources Officer at Shentel.

Tormey is Vice President and Chief Human Resources Officer at Shentel.

She joined the Company in July 2019.

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She holds a Bachelor of Science in Psychology from Florida State University and a Master of Arts in Industrial Organizational Psychology from the University of New Haven.

Romps is Vice President and Chief Accounting Officer for Shentel.

He is responsible for all accounting, financial reporting, internal controls, SEC, Sarbanes-Oxley and income tax compliance.

Romps is Vice President and Chief Accounting Officer for Shentel and is responsible for all accounting, financial reporting, internal controls, SEC, Sarbanes-Oxley and income tax compliance.

Romps joined the Company in July 2021 and has 30 years of progressive accounting and finance experience, including six years as Chief Accounting Officer of Continental Building Products, a publicly-traded building materials company, eight years with AT&T (formerly SBC Communications and Ameritech) and four years with Ernst & Young.

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in Accounting from Michigan State University and MBA from the Kellogg Graduate School of Management at Northwestern University.

Mason is Senior Vice President Engineering and Operations at Shentel and is responsible for leading the Company's network strategy, engineering, construction and operations functions.

Mason is Senior Vice President Engineering and Operations at Shentel and is responsible for leading our network strategy, engineering, construction and operations functions.

Mason has served in his current role since July 2021.

He joined Shentel in May 2019 as Vice President and Head of Business Operations responsible for Enterprise Program Management, Performance Management and Process Excellence across all business segments.

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Mason was Head of Install and Repair Operations at Google Fiber.

Before that, he held a variety of leadership roles over his 20+ year career with Cincinnati Bell, culminating in Vice President of Field Operations.

Before that, he held a variety of leadership roles over his more than 20 years career with Cincinnati Bell, culminating in Vice President of Field Operations.

He received his Bachelor of Science degree in Electrical Engineering from Ohio University and has an MBA from Xavier University.

Rieger is Vice President Legal, General Counsel & Corporate Secretary for Shentel.

Rieger is General Counsel, Vice President Legal and Corporate Secretary for Shentel.

He joined Shentel in 2021 and is responsible for all legal and regulatory compliance matters for the Company.

He also acts as the Company’s Corporate Secretary.

Rieger began his career in the contact center industry in 2007, and went on to gain experience in both the financial technology and software-as-a-service industries.

Rieger has served as General Counsel for Conduit Global, Executive Vice President, Chief Legal Officer and Corporate Secretary for kgb, and Vice President of Global Corporate and Operational Compliance for Sykes Enterprises.

Rieger received his Bachelor of Science in Business Administration from Villanova University and his Juris Doctor degree from Widener University.

He also acts as Corporate Secretary to the Company’s Board of Directors.

Rieger joined Shentel from Sykes Enterprises, Incorporated, one of the world’s largest Business Process Outsourcers, where he most recently served as Vice President of Global Corporate & Operational Compliance.

While at Sykes, he built their global compliance management program from the ground up and was an integral member of the business leadership and legal teams.

Prior to Skyes, Mr.

Rieger held various leadership legal roles across a number of different businesses and industries.

Rieger holds a Bachelor of Science in Business Administration from Villanova University and a Juris Doctorate from Widener University School of Law.

Leslie is Senior Vice President of Sales and Marketing for Shentel.

She joined Shentel in June 2022.

She has over 20 years of experience in the broadband industry, including 10 years with Comcast as Vice President of Sales and Marketing for the Big South Region and Vice President of Marketing for the Central Division, seven years with Atlantic Broadband as Vice President/General Manager of the Maryland-Delaware markets and Vice President of Customer Care and Marketing, and six years with Charter in various leadership roles.

She joined Shentel in June 2022 and has over 20 years of experience in the broadband industry, including 10 years with Comcast as Vice President of Sales and Marketing for the Big South Region and Vice President of Marketing for the Central Division, seven years with Atlantic Broadband as Vice President/General Manager of the Maryland-Delaware markets and Vice President of Customer Care and Marketing, and six years with Charter in various leadership roles.

Leslie has a master’s degree from Old Dominion University and a bachelor’s degree from the University of North Carolina at Greensboro.

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The Company maintains a corporate website at www.shentel.com.

We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K and all amendments to those reports, as soon as reasonably practicable after we electronically file or furnish such reports with or to the Securities and Exchange Commission (“SEC”).

The contents of our website are not a part of this report.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business