What changed in this filing

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Item 1. Business

2024-02-16 compared with 2023-02-16 · 41 added, 34 removed, 90 unchanged (45% of the section changed)

3 unchanged sentences

As of December 31, 2023, TDS owns 83% of UScellular’s Common Shares, has the voting power to elect all of 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 areas of operation of UScellular’s wireless operating markets.

The map below highlights UScellular’s areas of operations.

Operating Strategy and Community Focus

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UScellular’s interests in wireless spectrum licenses include both direct interests whereby UScellular is the licensee and investment interests in entities which are licensees;

together, these direct and investment interests involve operating and non-operating wireless spectrum licenses covering portions of 30 states and a total population of approximately 51 million at December 31, 2022.

As part of its business development strategy, UScellular may periodically be engaged in negotiations relating to strategic partnerships and/or the acquisition, exchange or disposition of companies, strategic properties, investment interests or wireless spectrum, including through Federal Communications Commission (FCC) auctions.

The FCC conducts auctions through which additional spectrum is made available for the provision of wireless services.

On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for UScellular.

At this time, UScellular cannot predict the ultimate outcome of such process or estimate the potential impact of such process on the financial statements.

Additionally, UScellular may be engaged in negotiations related to wireless spectrum, including participation in Federal Communications Commission (FCC) auctions.

The FCC has historically conducted auctions through which additional spectrum is made available for the provision of wireless services.

Historically, UScellular has participated in certain FCC auctions both directly and indirectly through its limited partnership interests.

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In 2023, UScellular continued exploring ways to leverage its assets, brand, partnerships, and resources to close the digital divide with a focus on helping to ensure youth in its markets have reliable and fast internet access in school and at home through the After School Access Project .

In addition, UScellular continues to contribute to the TDS Environmental, Social and Governance (ESG) program.

UScellular believes in serving as a good steward of the environment and enacting governance practices that align with its corporate values and commitment to its customers, associates and its communitie s.

In addition, UScellular continues to participate in the TDS Environmental, Social and Governance (ESG) program.

Customers, Services, Products and Seasonality

UScellular focuses on consumer, business and government customers located in its operating markets.

These customers are served primarily through UScellular’s retail, digital platform, as well as its direct and indirect sales channels.

These customers are served primarily through UScellular’s retail stores and digital platform, as well as its direct and indirect sales channels.

UScellular provides a wide variety of wireless services accessible on a broad range of devices.

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UScellular offers home and business internet throughout the footprint via fixed wireless access.

Options include an in-home self-installed device and externally-mounted professionally-installed equipment with an internal router.

Additional routers are available for a whole-home Wi-Fi experience.

Options include an in-home self-installed device, a self-installation device mounted on the external side of a window, and externally-mounted professionally-installed equipment with an internal router.

In addition to selling direct to businesses and residential homes, UScellular works with several municipalities to bring broadband internet to underserved communities.

UScellular offers advanced wireless solutions to consumers and business and government customers including "home and business internet", a fast-growing and expansive suite of connected Internet of things (IoT) solutions and software applications across the categories of monitor and control (e.g., sensors and cameras), business automation/operations (e.g., e-forms, office solutions), communication (e.g., enterprise messaging, primary and back-up internet connectivity for business continuity), fleet and asset management, smart water solutions, private cellular networks and custom, bespoke end-to-end IoT solutions et al.

Additionally, for first responders, UScellular offers a suite of critical connectivity solutions that includes Wireless Priority Services (WPS) and Quality Priority and Preemption (QPP) options.

UScellular offers advanced wireless solutions to consumers and business and government customers including an expansive suite of connected Internet of things (IoT) solutions and software applications across the categories of monitor and control (e.g., sensors and cameras), business automation/operations (e.g., e-forms, office solutions), communication (e.g., enterprise messaging, primary and back-up internet connectivity for business continuity), 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 managed services.

Lastly, for first responders, UScellular offers a suite of critical connectivity solutions that includes Wireless Priority Services (WPS) and Quality Priority and Preemption (QPP) options.

UScellular intends to continue to further enhance these offerings in 2024 and beyond.

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Sales and Distribution Channels

UScellular supports a multi-faceted distribution program, including retail sales, direct sales, telesales, ecommerce, indirect sales, independent agents and third-party national retailers.

UScellular supports a multi-faceted distribution program, including retail sales, direct sales, telesales, ecommerce, indirect sales including resellers, independent agents and third-party national retailers.

Company retail store locations are designed to market wireless services and products to the consumer and small business segments in a setting familiar to these types of customers.

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UScellular has relationships with exclusive and non-exclusive agents (collectively “agents”), which are independent businesses that obtain customers for UScellular on a commission basis.

UScellular’s agents are generally in the business of selling wireless devices, wireless service plans and other related products.

UScellular’s agents are generally in the business of selling wireless devices, wireless service plans and other related products to consumer and business and government customers.

UScellular provides support and training to its agents to increase customer satisfaction and to ensure a consistent customer experience.

In order to expand its retail presence, UScellular also maintains relationships with national retailers, primarily selling prepaid devices.

To expand its retail presence, UScellular also maintains a relationship with a large national retailer, selling postpaid and prepaid devices.

The wireless telecommunication industry is highly competitive.

UScellular competes directly with several wireless service providers in each of its markets.

In general, there are between three and four competitors in each wireless market in which UScellular provides service, excluding resellers and mobile virtual network operators (MVNOs).

In its footprint, UScellular competes to varying degrees against each of the national wireless companies:

Verizon, AT&T, T-Mobile USA, and an emerging Dish as the fourth national carrier, in addition to smaller regional carriers, cable and other MVNOs in specific areas of its footprint.

In general, there are at least four competitors across UScellular's service area, including to a varying degree:

the national wireless companies - Verizon Communications Inc., AT&T Inc., T-Mobile US, Inc., and Dish Network Corporation, cable wireless, including Comcast Corporation and Charter Communications, Inc., and mobile virtual network operators (MVNOs).

In addition, UScellular competes with other companies that use alternative communication technology and services to provide similar services and products.

Since each of these competitors operates on systems using spectrum licensed by the FCC and has comparable technology and facilities, competition among wireless service providers for customers is principally on the basis of types of services and products, price, brand, size of area covered, network quality, network speed and responsiveness of customer service.

Since each of these competitors has access to comparable technology and facilities, competition among wireless service providers for customers is principally on the basis of types of services and products, price, brand, size of area covered, network quality, network speed and responsiveness of customer service.

Types of services and products include non–wireless related services such as content offerings that are bundled with wireless services.

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5G technology helps address customers’ growing demand for data services and enhances services, including high-speed fixed wireless home internet services, requiring high speed and reliability as well as low latency.

UScellular's low-band and high-band spectrum is currently supporting mobility and fixed wireless services.

UScellular has acquired mid-band spectrum which it will deploy in the future to further enable the delivery of 5G services.

UScellular has launched commercial 5G services in portions of substantially all of its markets and will continue to launch in additional areas in the coming years.

UScellular also operates a VoLTE network.

VoLTE technology allows customers to utilize a 4G LTE and 5G network for voice and 4G LTE data services which offers enhanced services such as high definition voice and simultaneous voice and data sessions.

UScellular supports mobility and fixed wireless services through a combination of low-band, mid-band and high-band spectrum.

UScellular's initial 5G deployment has predominantly used low-band spectrum to launch 5G services in portions of substantially all its markets.

During 2023, UScellular continued to invest in 5G with a focus on deployment of mid-band spectrum, which will largely overlap portions of areas already covered with low-band 5G service.

5G service deployed over mid-band spectrum will further enhance speed and capacity for UScellular's 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 data services, 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) CDMA network in the first quarter of 2024.

Inter-carrier roaming agreements are negotiated between wireless operators to enable customers to use wireless services outside of their home service area.

UScellular has entered into roaming agreements with a number of wireless companies in order to offer its customers nationwide services, including 4G LTE, VoLTE and 5G, as well as a variety of international roaming options.

UScellular has entered into roaming agreements with a number of wireless companies so that it can offer its customers nationwide services, including 4G LTE, VoLTE and 5G, as well as a variety of international roaming options.

UScellular owns and leases cell towers to provide service to its customers throughout its footprint.

In addition, UScellular receives tower rental revenues when another carrier leases tower space on a UScellular owned tower.

As of December 31, 2022, there were 6,945 cell sites in service and UScellular owned 4,336 towers.

UScellular receives tower rental revenues when another carrier leases tower space on a UScellular owned tower.

As of December 31, 2023, there were 7,000 cell sites in service of which UScellular owned 4,373.

UScellular’s operations are subject to federal, state and local regulation.

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Human Capital Resources

Company and Culture

UScellular had approximately 4,300 full-time and part-time associates as of December 31, 2023.

1 unchanged sentence

UScellular's Code of Conduct sets forth expectations for ethical behavior across the enterprise and provides the guiding principles 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 included.

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 its associates - those surveys have consistently shown that associates have strong engagement and high overall job satisfaction.

UScellular strives to build a diverse and inclusive workforce, which leads to broader diversity of thoughts, ideas and the innovation needed to move the business forward.

UScellular wants its associates to feel supported without regard to race, color, religion, national origin, age, genetic information, sex, gender identity or expression, sexual orientation, marital status, disability, protected veteran status, or any other characteristics protected by applicable federal, state or local law.

Diversity, Equity, and Inclusion

UScellular wants each associate to make a meaningful contribution and leverages diversity and inclusion efforts to harness the talent and potential of its associates.

These efforts strive to value and connect diverse people and perspectives, amplify their voices, and enable business performance through strategic collaboration.

UScellular is committed to demonstrating equity and fairness through the inclusion of diverse associates, customers, and suppliers.

Additionally, UScellular supports numerous associate resource groups to promote diverse and inclusive experiences that align with UScellular’s vision and values, increase associate engagement and empowerment, and support professional development.

Since its founding, UScellular has been committed to associate development, which is critical to its success.

UScellular provides job specific, diversity and inclusion, safety, and fraud awareness training for all associates – and also offers programs to further develop its associates including educational assistance, developmental assignments, and mentoring programs.

Additionally, UScellular sponsors Associate Resource Groups to promote dynamic community experiences that align with UScellular’s vision and values, increase associate engagement and empowerment, and support professional development.

UScellular endeavors to encourage a broad diversity of thoughts, ideas and the innovation needed to move the business forward.

Since its founding, UScellular has been committed to associate development, including for emerging and existing leaders, which is critical to its success.

UScellular provides job specific, diversity and inclusion, safety, and fraud awareness training for all associates – and also offers programs that further develop its associates including educational assistance, developmental assignments, and mentoring programs.

UScellular is committed to supporting and enhancing the communities it serves through local and philanthropic initiatives that enrich the lives of those living where it operates and where its associates live, work and play.

UScellular encourages associates to volunteer and support local organizations and community groups.

Local communities are at the center of UScellular’s business, and it takes great pride in giving back to the people and places that contribute to its sustainability and long-term success.

This includes a focus on addressing gaps in STEM education by connecting tomorrow’s innovators with the resources they need today to help shape their future opportunities.

UScellular is addressing the digital divide and providing critical resources in local communities, and encourages associates to volunteer and support local organizations and community groups.

Local communities are at the center of UScellular’s businesses, and UScellular takes great pride in giving back to the people and places that contribute to its sustainability and long-term success.

What changed 10-K

Item 1. Business