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1) Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect UScellular’s revenues or increase its costs to compete.
−Removed: Competition in the wireless industry is intense and is expected to intensify in the future due to multiple factors such as increasing market penetration, introduction of new products, new competitors, increasing promotional aggressiveness and changing prices.
+Added: Competition in the wireless industry is intense and is expected to remain intense in the future due to multiple factors such as increasing market penetration, introduction of new products, new competitors, increasing promotional aggressiveness and changing prices.
There is competition in service plan pricing;
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In addition, competition based on network speed may increase as customer demand for higher speeds increases.
−Removed: UScellular anticipates that these competitive factors may cause the prices for services and products to decline and the costs to compete to increase.
−Removed: UScellular’s primary competitors are national or global telecommunications companies that are larger than UScellular, possess greater financial and other resources, possess more extensive coverage areas and more spectrum within their coverage areas, and market other services with their communications services that UScellular does not offer.
+Added: UScellular anticipates that these competitive factors may continue to result in losses of retail connections, and may cause the prices for services and products to decline and the costs to compete to increase.
+Added: UScellular’s primary competitors are national or global telecommunications and cable companies that are larger than UScellular, possess greater financial and other resources, possess more extensive coverage areas and more spectrum within their coverage areas, and market other services with their communications services that UScellular does not offer.
UScellular and its competitors are actively marketing their deployment of 5G and, as a result, are raising consumer awareness of the technology.
−Removed: If UScellular cannot keep pace with its competitors in deploying 5G or other comparable offerings, or if UScellular's deployment of 5G technology does not result in significant incremental revenues, UScellular's financial condition, results of operations or ability to do business could be adversely affected.
+Added: If UScellular cannot keep pace with its competitors in deploying 5G or other comparable offerings, or if UScellular's deployment of 5G technology does not result in significant incremental revenues, UScellular's financial condition, results of operations or ability to do business could continue to be adversely affected.
In addition, new technologies, services and products that are more commercially effective than the technologies, services and products offered by UScellular may be developed and create new sources of competition.
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There can be no assurance that UScellular will be able to compete successfully in this environment.
−Removed: Sources of competition to UScellular’s business typically include two to four competing wireless telecommunications service providers in each market, wireline telecommunications service providers, cable companies, resellers (including MVNOs), and providers of alternative telecommunications services.
+Added: Sources of competition to UScellular’s business typically include three to four competing wireless telecommunications service providers in each market, wireline telecommunications service providers, cable companies, resellers (including MVNOs), and providers of alternative telecommunications services.
+Added: Competition from cable companies has increased in recent periods, as they have continued to expand their presence in the wireless industry and have offered more competitive pricing.
Many of UScellular’s wireless competitors and other competitors have substantially greater financial, technical, marketing, sales, purchasing and distribution resources than UScellular.
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Changes in FCC rules or actions, industry practices or the network footprints of carriers due to mergers, acquisitions or network expansions could have an adverse effect on UScellular’s roaming revenues.
−Removed: For example, consolidation among other carriers which have network footprints that currently overlap UScellular’s network could decrease the amount of roaming revenues for UScellular.
+Added: For example, consolidation among other carriers which have network footprints that currently overlap UScellular’s network, the expansion of other carriers' network coverage in UScellular's footprint, and/or lower roaming rates with other carriers are expected to continue to decrease future roaming revenues for UScellular.
Similarly, UScellular's customers can access another carrier’s network automatically only if the other carrier allows UScellular's customers to roam on its network.
−Removed: UScellular relies on roaming agreements with other carriers to provide roaming capability to its customers in areas of the U.S.
+Added: UScellular relies on roaming agreements with other carriers to provide roaming capability to its customers and expand its product offerings in areas of the U.S.
and internationally outside of its service areas and to improve coverage within selected areas of UScellular's network footprint.
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Carriers whose customers roam on UScellular’s network could switch their business to new operators, limit their high-speed usage or, over time, move traffic to their own networks.
−Removed: Changes in roaming usage patterns, rates for roaming usage, or roaming relationships with other carriers could have an adverse effect on UScellular’s roaming revenues and/or expenses.
+Added: Changes in roaming usage patterns, rates for roaming usage, or roaming relationships with other carriers could continue to have an adverse effect on UScellular’s roaming revenues and/or expenses.
To the extent that other carriers expand their networks in UScellular’s service areas, the roaming arrangements between UScellular and these other carriers could become less strategic for them.
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UScellular could fail to accurately forecast its future spectrum requirements considering changes in plan offerings, customer usage patterns, technology requirements and the expanded demands of new services.
−Removed: Such a failure could have an adverse impact on the quality of UScellular’s services or UScellular’s ability to roll out such future services in some markets, or could require that UScellular curtail existing services in order to make spectrum available for next-generation services.
−Removed: Spectrum constrained providers could be effectively capped in increasing market share.
+Added: Such a failure could have an adverse impact on the quality of UScellular’s services or UScellular’s ability to roll out such future services in some markets, could require that UScellular curtail existing services in order to make spectrum available for next-generation services, or UScellular could be effectively capped in increasing market share.
As spectrum constrained providers gain customers, they use up their network capacity.
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However, UScellular may not be able to acquire sufficient spectrum through these types of transactions, and UScellular may not be able to complete any of these transactions on favorable terms.
−Removed: 4) An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on UScellular's business, financial condition or results of operations.
+Added: 4) An inability to attract diverse people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on UScellular's business, financial condition or results of operations.
UScellular’s 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 other personnel, there can be no assurance that UScellular will be able to continue to attract and/or retain people of outstanding potential for the development of its business.
−Removed: In addition, transitioning to a new remote or hybrid working model and applicability of health protocols such as vaccination requirements could negatively affect talent acquisition and retention.
−Removed: The loss of existing key personnel due to competition, wage levels and/or retirements, the failure to recruit additional qualified personnel in a timely and cost-effective manner, the inability to foster and maintain a diverse and inclusive work environment, or failure to maintain its commitment to environmental and social responsibility could have an adverse effect on UScellular’s business, financial condition or results of operations.
+Added: In addition, a remote or hybrid working model and applicability of health protocols could negatively affect talent acquisition and retention.
+Added: The loss of existing key personnel due to competition, wage levels and/or retirements, the failure to recruit highly skilled and diverse personnel in a timely and cost-effective manner, the inability to foster and maintain a diverse and inclusive work environment, or failure to maintain its commitment to environmental and social responsibility could have an adverse effect on UScellular’s business, financial condition or results of operations.
The market for highly skilled leaders in the wireless industry also is extremely competitive.
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▪ Limited access to content, as well as limited ability to obtain acceptably priced content;
+Added: ▪ Limited access to devices as larger competitors enter into exclusive device arrangements;
▪ Consumer expectations that UScellular provides lower-priced offerings relative to larger competitors;
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Further, fixed-mobile convergence services that combine wireline broadband services with mobile services represent a competitive threat.
−Removed: If the trend toward convergence continues, UScellular is at a competitive disadvantage to larger competitors, including the national wireless carriers and other potential large new entrants with much greater financial and other resources in adapting to such convergence.
+Added: If the trend toward convergence continues, UScellular is at a competitive disadvantage to larger competitors, including cable companies, the national wireless carriers and other potential large new entrants with much greater financial and other resources in adapting to such convergence.
Future technological changes or advancements may enable other wireless technologies to equal or exceed UScellular’s current levels of service and render its system infrastructure obsolete.
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UScellular is deploying 5G technology in its network and has launched commercial 5G services in portions of substantially all of its markets.
−Removed: The continued deployment of 5G technology will require substantial investments in UScellular's wireless networks to remain competitive in the industry.
+Added: The continued deployment of 5G technology will require substantial additional investments in UScellular's wireless networks to remain competitive in the industry.
Transition to 5G or other new technologies involves significant time, cost and risk, and anticipated products and revenues may not be realized.
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UScellular’s business plan includes significant construction activities and enhancements to its network, support and other systems and infrastructure.
−Removed: Additionally, the deployment of new wireless technologies, including 5G, may require substantial investments in UScellular's wireless network.
+Added: Additionally, the deployment of new wireless technologies, including 5G, will require substantial investments in UScellular's wireless network.
As UScellular deploys, expands and enhances its network, it may need to acquire additional spectrum.
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Historically, UScellular has used internally-generated funds and also has obtained substantial funds from external sources for general corporate purposes.
−Removed: In the past, UScellular’s existing cash and investment balances, funds available under its revolving credit and receivables securitization agreements, funds from other financing sources, including term loans and other long-term debt, and cash flows from operating and certain investing and financing activities, including sales of assets or businesses, provided sufficient liquidity and financial flexibility for UScellular to meet its normal day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of markets and to fund acquisitions.
+Added: In the past, UScellular’s existing cash and investment balances, funds available under its financing agreements, and cash flows from operating and certain investing and financing activities, including sales of assets or businesses, provided sufficient liquidity and financial flexibility for UScellular to meet its normal day-to-day operating needs and debt service requirements, to finance the build-out and enhancement of markets and to fund acquisitions.
There is no assurance that this will be the case in the future.
−Removed: It may be necessary from time to time to increase the amount of permissible borrowings under the existing revolving credit and receivables securitization agreements, to put in place new credit agreements, or to obtain other forms of financing in order to fund potential expenditures.
+Added: It may be necessary from time to time to increase the amount of permissible borrowings under its financing agreements, to put in place new credit agreements, or to obtain other forms of financing in order to fund potential expenditures.
UScellular’s liquidity would be adversely affected if, among other things, UScellular is unable to obtain short or long-term financing on acceptable terms, interest rates increase, UScellular makes significant spectrum license purchases, UScellular makes significant capital investments, UScellular makes significant business acquisitions, the Los Angeles SMSA Limited Partnership (LA Partnership) discontinues or significantly reduces distributions compared to historical levels, or Federal USF and/or other regulatory support payments decline.
UScellular’s credit rating currently is sub-investment grade.
−Removed: UScellular has incurred negative free cash flow (defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment) at times in the past and this could occur in the future.
+Added: UScellular has incurred negative free cash flow (defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and less Cash paid for software license agreements) at times in the past and this could occur in the future.
UScellular may require substantial additional capital for, among other uses, funding day-to-day operating needs including working capital, acquisitions of providers of wireless telecommunications services, spectrum license or system acquisitions, capital expenditures, debt service requirements, the repurchase of shares, or making additional investments.
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UScellular’s ability to make scheduled payments on its indebtedness or to refinance it will depend on its financial and operating performance which, in turn, is subject to prevailing economic and competitive conditions and other factors beyond its control.
−Removed: UScellular’s revolving credit agreement, term loan agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, including certain financial covenants.
+Added: A substantial portion of UScellular's debt is subject to variable interest rates, which has increased interest expense in recent periods and UScellular will continue to be vulnerable to unfavorable changes in market interest rates.
+Added: UScellular’s revolving credit agreement, term loan agreement, export credit financing agreement and receivables securitization agreement 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 financial covenants.
+Added: This risk has increased with UScellular's recent financial and operating performance.
If UScellular breaches a financial or other covenant of any of these agreements, it would result in a default under that agreement, and could involve a cross-default under other debt instruments.
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UScellular has been designated as an ETC in certain states and received $92 million in high-cost support for service to high-cost areas in 2022.
−Removed: There is no assurance that regulatory support payments will continue, and no assurance that UScellular will qualify for future regulatory support programs.
+Added: While there is uncertainty, UScellular expects that regulatory support payments will likely decline in future periods, and there is no assurance that UScellular will qualify for future regulatory support programs.
If regulatory support is discontinued or reduced from current levels, or if receipt of future regulatory support is contingent upon making certain network-related expenditures, this could have an adverse effect on UScellular’s business, financial condition or operating results.
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Media reports and certain professional studies have suggested that certain radio frequency emissions from wireless devices may be linked to various health problems, including cancer or tumors, and may interfere with various electronic medical devices, including hearing aids and pacemakers.
−Removed: There may also be safety concerns related to frequencies used by wireless devices interfering with frequencies used by other industries, including but not limited to, the recent concerns of the Federal Aviation Administration regarding potential interference of 5G deployment with altimeters used by aircraft, which could impact deployment of certain wireless spectrum.
+Added: There may also be safety concerns related to frequencies used by wireless devices interfering with frequencies used by other industries, including but not limited to, the concerns of the Federal Aviation Administration regarding potential interference of 5G deployment with altimeters used by aircraft, which could impact deployment of certain wireless spectrum.
UScellular is a party to and may in the future be a party to lawsuits against wireless carriers and other parties claiming damages for alleged health effects, including cancer or tumors, arising from wireless phones or radio frequency transmitters.
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22) There are potential conflicts of interests between TDS and UScellular.
−Removed: TDS owns over 80% of the combined total of both classes of common stock of UScellular, including a majority of the outstanding Common Shares and 100% of the Series A Common Shares, and controls 96% of their combined voting power.
−Removed: As a result, TDS is effectively able to elect all of UScellular’s eleven directors and otherwise control the management and operations of UScellular.
−Removed: Six of the eleven directors of UScellular are also directors of TDS and/or executive officers of TDS and/or UScellular.
+Added: TDS owns over 80% of the combined shares outstanding of both classes of common stock of UScellular, including a majority of the outstanding Common Shares and 100% of the Series A Common Shares, and controls 96% of their combined voting power.
+Added: As a result, TDS is effectively able to elect all of UScellular’s thirteen directors and otherwise control the management and operations of UScellular.
+Added: Seven of the thirteen directors of UScellular are also directors of TDS and/or executive officers of TDS and/or UScellular.
Directors and officers of TDS who are also directors or officers of UScellular, and TDS as UScellular’s controlling shareholder, are in positions involving the possibility of conflicts of interest with respect to certain transactions concerning UScellular.
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UScellular maintains administrative, technical and physical controls, as well as other preventative actions, to reduce the risk of security breaches.
−Removed: Although to date UScellular has not discovered a material security breach, these efforts may be insufficient to prevent a material security breach stemming from future cyber-attacks.
+Added: Although to date UScellular has not discovered a material security breach, these efforts may be insufficient to prevent a material security breach stemming from future cyber-attacks including ransomware.
If UScellular’s or its vendors’ networks and information technology are not adequately adapted to changes in technology or are damaged or fail to function properly, and/or if UScellular’s 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 customer and/or employee data, interruptions or delays in its operations, inaccurate billings, inaccurate financial reporting, and significant costs to remedy the problems.
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trade policies, deterioration in the capital markets or other factors could have an adverse effect on UScellular’s business, financial condition, revenues, results of operations and cash flows.
−Removed: 26) The impact of public health emergencies, such as the COVID-19 pandemic, on UScellular's business is uncertain, but depending on duration and severity could have a material adverse effect on UScellular's business, financial condition or results of operations.
−Removed: Public health emergencies, such as COVID-19, pose the risk that UScellular or its associates, agents, partners and suppliers may be unable to conduct business activities for an extended period of time and/or provide the level of service expected.
+Added: 26) The impact of public health emergencies on UScellular's business is uncertain, but depending on duration and severity could have a material adverse effect on UScellular's business, financial condition or results of operations.
+Added: Public health emergencies pose the risk that UScellular or its associates, agents, partners and suppliers may be unable to conduct business activities for an extended period of time and/or provide the level of service expected.
UScellular's ability to attract customers, maintain an adequate supply chain and execute on its business strategies and initiatives could be negatively impacted by public health emergencies.
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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.