U.S. Cellular’s portfolio of smartphones, tablets and other connected devices is a key part of its strategy to deliver wireless devices which allow customers to stay productive, entertained and connected on the go; these devices are backed by U.S. Cellular’s high-speed networks, including a fourth generation (“4G”) Long-Term Evolution (“LTE”) network, which covers 99% of its postpaid connections and supports nationwide roaming. U.S. Cellular’s 4G LTE network features smartphone messaging, data and internet services that allow customers to access the web and social network sites, e-mail, text, picture and video message, utilize turn-by-turn GPS navigation, and browse and download thousands of applications to customize their wireless devices to fit their lifestyles. 

U.S. Cellular also offers advanced wireless solutions to consumers and business and government customers, including a growing suite of connected machine to machinemachine-to-machine (M2M) solutions and software applications across the categories of monitor and control (e.g., sensors and cameras), business automation/operations (e.g., e-forms), communication (e.g., enterprise messaging, back-up router for business continuity services) and asset management (e.g., telematics,navigation system, fleet management). U.S. Cellular intends to continue to further enhance these offerings for consumer and business customers in 20172020 and beyond.

U.S. Cellular continues to offer device service programs that provide customers a simple process to replace a damaged or defective device through a retail store or via direct mail. 

U.S. Cellular offers a full array of both iconic and value smartphones with options for both Android and iOS customers. U.S. Cellular continues to bolster its expanding smartphone portfolio with the Samsung Galaxy S® 710e and S® 7 Edge,Note10/Note10+, the iPhone® 7 and 7 Plus,11/11 Pro/11 Pro Max, the LG V20 and K8,Google Pixel 4, and the Motorola G4 Play.Moto e6. Along with the iconic devices, U.S. Cellular supports the larger ecosystem of Samsung and Apple devices, such as the Samsung Gear VR,Galaxy Watch, the Samsung Gear S2Sport and the Apple Watch.Watch Series 5. For tablets, U.S. Cellular offers the full complement of iPads and the Samsung Galaxy Tab S2, the LG G Pad F™ 8.0 LTE, and the ZTE ZPad™.series. U.S. Cellular’s smartphone offerings play a significant role in attracting customers and driving data service usage and revenues. U.S. Cellular also offers additional productsservices and servicesproducts that utilize the company’sU.S. Cellular's network, including feature phones, mobile hotspots, LTE home internet, LTE wireless routers, LTE wireless cameras, and home phones.

of U.S. Cellular’s services, U.S. Cellular’s advertising is directed at increasing the public awareness of the U.S. Cellular brand, knowledge of the outstanding network that works in places where other carriers do not have coverage, and understanding of the wireless services it offers, to attract potential customers, retain existing customers and increase their usage of U.S. Cellular’s services. offers. U.S. Cellular supplements its advertising with a focused public relations program that drives store traffic,seeks to improve overall brand sentiment and awareness, encourages engagement, supports sales of services and products, and services,builds preference and builds brand awareness and preference.loyalty for the U.S. Cellular brand. The approach combines national and local media relations in mainstream and social media channels with market-widemarket-specific activities, events, and sponsorships.

U.S.

Good program has demonstrated the commitment to fairness by highlighting and supporting young humanitarians that have taken extraordinary actions to make their communities a better place.

U.S. Cellular has relationships with exclusive and non-exclusive agents (collectively “agents”).  Those agents, which are independent businesses that obtain customers for U.S. Cellular on a commission basis. At December 31, 2016,2019, U.S. Cellular had contracts with these businesses aggregating 523448 locations. U.S. Cellular provides additional support and training to its agents to increase customer satisfaction and to ensure a consistent customer experience. U.S. Cellular’s agents are generally in the business of selling wireless devices, wireless service packagesplans and other related products. No single agent accounted for 10% or more of U.S. Cellular’s operating revenues during the past three years.

products.

as network speed and new product offerings.

Cable companies compete in the wireless market; most notably, Comcast and Charter currently offer wireless services.

U.S. Cellular believes that currently available technologies and appropriate capital additions will allow sufficient capacity on its networks to meet anticipated demand for voice and data services over the next few years.  However, increasing demand for high-speed data may require the acquisition of additional spectrum licenses to provide sufficient capacity and throughput.

The costs (inclusive

2019.

Occasionally, the

In July 2016, the FCCwas announced U.S. Cellular as a qualified bidder on October 31, 2019. Bidding in this auction commenced on December 10, 2019. The initial phase of this auction closed on January 30, 2020 and the FCC’s forward auction of 600MHz spectrum licenses, referred to as Auction 1002.  Due to changes in FCC rules, U.S. Cellular did not apply to participate in Auction 1002 by investing in a “designated entity” limited partnership which would have qualified for a discount of 25%assignment phase commenced on any licenses won in the auction.  Instead, U.S. Cellular applied to participate in the auction directly and will not qualify for any discount on licenses that may be won in the auction.  See Exhibit 13 to this Form 10-K, under “Regulatory Matters – FCC Auction 1002” for a summary of U.S. Cellular’s participation in Auction 1002.

In addition, TDS Telecom providesprovide a wide range of Information Technology (“IT”)communications services including colocation, cloudto both residential and hosting solutions, managedcommercial customers. 

Business Development Strategy

voice services. TDS Telecom seeksis investing in fiber in new and existing markets to provide broadband speeds of up to 1 Gigabit per second (Gbps).

Core Network

provide IP-based services, TDS Telecom has developed and deployed an inter-regional data routing infrastructure using owned and leased fiber capacity which allows it to leverage its multi-gigabitmulti-terabit core network across all three of its segments.in both Wireline and Cable operations. This configuration, along with the continued development of an Internet Protocol (IP)IP network that interconnects substantially all the existing service territories, provides redundancy and allows for next generation IP service offerings: IP-based video, commercially hosted IP-voice (managedIP), residential Voice over IP (“VoIP”), least-cost routing, and comprehensive IP policy management.

offerings.

Wireline

Operations

Wireline operations are located in

Customers, Services and Products

Wireline operations generate revenues by providingare located across nearly 900 rural, suburban, and metropolitan communities within the following servicesU.S, with the largest concentrations of customers in the Upper Midwest and products to residential and commercial customers and carriers:

• Broadband: Fiber technology is being deployed to select markets to provide Internet speeds of up to 1 Gigabit per second (“Gbps”).  In certain non-fiber markets, TDS Telecom has deployed copper bonding technology to increase data speeds reaching up to 50 Megabits per second (“Mbps”).  Premium security and support services are available to enhance the customers’ high-speed Internet experience.
• Video: TDS TV is a comprehensive all-digital TV service available in select TDS markets that provides customers with connected-home DVRs, video-on-demand (“VOD”) and TV Everywhere (“TVE”).  Where TDS TV is not available, TDS Telecom partners with DISH® to offer digital satellite television.
• Voice: Call plans include local and long-distance telephone service, VoIP and enhanced services like find me follow me, collaboration, instant messaging and more.  Many features are bundled with calling plans to give customers the best value.
• Network access services are provided to interexchange and wireless carriers for the origination and termination of interstate and intrastate long-distance phone calls on TDS Telecom’s network and special access services are provided to carriers and others.

Wireline’s objective is to be the preferred broadband provider in its markets, focusingWireline focuses on broadband as the core growth component of its service offerings. Wireline believes that itsboth residential and business customers have a strong preference to purchase complementary telecommunicationscommunications services from a single provider. The Wireline has found that by offeringstrategy is to focus on broadband bundled with video and bundlingvoice services in high-value based packages with a strong customer service orientation,where it can build customer loyalty and reduce customer churn.  The Wireline residential customer strategy is to provide broadband, videopromote growth.

Competition

The competitive environment in the telecommunications industry has changed significantly as a result of technological advances, customer expectations, and changes10 to regulation.  Wireline continues to seek to develop and maintain an efficient cost structure to ensure that it can compete with price-based initiatives from competitors.  100 Mbps.

While TDS Telecom positions itself as a high-quality telecommunications provider, it is also experiencing competition from Regional Bell Operating Companies (“RBOCs”)(RBOCs) in areas where TDS Telecom competes as a CLEC.CLEC using the incumbent carriers’ infrastructure through access to unbundled network elements and resale. Approximately 17% of TDS Telecom's Wireline connections are within CLEC operations using leased facilities. The RBOCs are continuing to implement technological changes that could impede TDS Telecom’s access to facilities used to provide CLEC telecommunicationscommunications services. In addition, the FCC has issued an order that eliminates the requirements that allow CLECs to access that infrastructure at wholesale rates. To mitigate this riskthese risks, TDS Telecom has implementedrefocused the business on serving customers who do not require leased facilities. See additional information in Risk Factors and is working on other formsinformation incorporated by reference from Exhibit 13 to this Form 10-K, Annual Report section “Regulatory Matters”.

Cable

Operations

Baja Broadband in 2013. Subsequently, in 2014, TDS Telecom’s Cable business was developed through recent multiple strategic acquisitions which operate primarilyacquired substantially all of the assets of a group of companies operating as BendBroadband, headquartered in Colorado, New Mexico, Oregon, Texas, and Utah.Bend, Oregon. TDS Telecom’s cable business a natural extension of theleverages its Wireline business, operates under two brand names: TDS and BendBroadband.

Through its Cable operations, TDS Telecom seeks to be the leading provider of broadband services in its targeted markets by leveraging its core competencies in network management and customer focus.  Thefocus, and operates under two brand names: TDS Cable in Colorado, New Mexico, Texas, and Utah; and BendBroadband in Oregon.

In 2016, TDS Telecom completed a project called analog reclamation.  This initiative transitioned TDS Telecom’s analog cable markets

Competition

capitalize on the data needs of consumers. Cable seeks to be the leading provider of broadband and video services in its targeted markets. From a broadband perspective, Cable will competecompetes against the incumbent local telephone providers which primarily offer DSL-based services. Cable offers a superior, higher bandwidth data product using its DOCSIS technology. Video competition is primarily from satellite providers, and on a limited basis, telephone companies that offer video services and compete for broadband and voice customers. Other telecommunications providers, including Internet-basedinternet-based VoIP providers, fiber companies and wireless providers may compete directly for both residential and commercial voice and broadband service customers. Changes in consumer behavior or new technologies or both could cause consumers to reduce or cancel their cable video services and instead seek to obtain video on demand over the internet or through new technologies. The strategy of the Cable segment is focused on broadband to capitalize on the data needs of consumers.  Since cable systems are operated under non-exclusive franchises,franchises; therefore, competing cable systems may be built in the same area.  Cable intends to avoid markets served by such over-builders or municipalities which have constructed their own cable systems or where other ILECs provide fiber to the premise broadband and video service offerings.

Reference is made to Exhibit 13 to this Form 10-K under “Regulatory Matters” for information regarding any significant recent developments and proposals relating to the foregoing regulatory matters.

State public utility commissions generally exercise jurisdiction over intrastate telecommunications facilities and services.

 In addition, the Wireline business is subject to various other state and local laws, including laws relating to privacy, data security and consumer protection.

TDS Telecom also offers broadband services, including internet access.  As described more fully in Exhibit 13 to this Form 10-K under “Regulatory Matters,” there are developments and proposals that may result in changes in regulation of such services.

TDS’ Cable operations also provide interconnected VoIP and broadband services, including internet access. The interconnected VoIP and internet regulatory matters and issues described above under “Wireline” are substantially similar for cable providers, including proposals that may result in changes in regulation of broadband internet services as described more fully inproviders.

HMS

HMS is subjectMatters” for information regarding any significant recent developments and proposals relating to varying degrees of regulation in each of the jurisdictions in which it operates.  Federal, state and local laws and regulations, and their interpretation and enforcement may be applicable and may differ significantly among those jurisdictions.  These regulations and laws may cover taxation, privacy, data protection, copyrights and other intellectual property, electronic communications and regulations applicable to electronic products and services.

TDS—foregoing regulatory matters.

Some of the specific risks presented by certain Wireline competitors include:

• Cable companies – continued deployment of broadband technologies such as DOCSIS 3.0 and their further evolution that substantially increase broadband speeds, and offering these speeds to customers at relatively low prices, including speed upgrades for no additional charge, and competition for video services.
• Wireless – the trend of customers “substituting” their wireline voice and broadband connections with a wireless device and wireless voice and broadband services continues.
• RBOCs – continue to be formidable competitors given their full suite of services, experience and strong financial resources.
• VoIP providers – are able to offer voice service at a very low price point.
• Fiber overbuilders – municipalities or other providers offering the same or higher data speeds at similar or lower price points.

• Other providers – competition to IPTV and broadband from broadcast television, satellite providers and on-line video services.

2. A failure by TDS to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, divestitures and exchanges) or allocate resources or capital could have an adverse effect on TDS’ business, financial condition or results of operations.

TDS Telecom operates the Wireline, Cable and HMS segments. 

inflation.

3. Uncertainty in TDS’ future cash flow and liquidity or in the ability to access capital, deterioration in the capital markets, other changes in TDS’ performance or market conditions, changes in TDS’ credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development or acquisition programs, reduce the acquisition of spectrum licenses, and/or reduce or cease share repurchases and/or the payment of dividends.

4. TDS has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.

TDS has a significant amount of indebtedness and may need to incur additional indebtedness. TDS’ level of indebtedness could have important consequences. For example, it (i) may limit TDS’ ability to obtain additional financing for working capital, capital expenditures or general corporate purposes, particularly if the ratings assigned to its debt securities by rating organizations are revised downward; (ii) will require TDS to dedicate a substantial portion of its cash flow from operations to the payment of interest and principal on its debt, thereby reducing the funds available to TDS for other purposes including expansion through acquisitions, capital expenditures, marketing spending and expansion of its business; and (iii) may limit TDS’ flexibility to adjust to changing business and market conditions and make TDS more vulnerable to a downturn in general economic conditions as compared to TDS’ competitors. TDS’ 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. In addition, TDS’ leverage may put it at a competitive disadvantage to some of its competitors that are not as leveraged.

5. Changes in roaming practices or other factors could cause TDS’ roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network, which could have an adverse effect on TDS’ business, financial condition or results of operations.

To the extent that other carriers expand their networks in TDS’ service areas, the roaming arrangements between TDS and these other carriers could become less strategic for them. That is, these other carriers will have fewer or less extensive geographic areas where roaming services are required by their customers and, as a result, the roaming arrangements could become less critical to serving their customer base. This presents a risk to TDS in that, to the extent TDS is not able to enter into economically viable roaming arrangements with these other carriers, this could impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network.

6. A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS’ business, financial condition or results of operations.

7. To the extent conducted by the FCC, TDS may participate in FCC auctions of additional spectrum in the future directly or indirectly and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.

As a result of U.S. Cellular’s application to participate in the FCC’s forward auction of 600 MHz spectrum licenses, referred to as Auction 1002, since February 10, 2016, TDS has been subject to FCC anti-collusion rules that place certain restrictions on public disclosures and business communications with other companies relating to U.S. Cellular’s participation.  As a result of the FCC’s announcement of U.S. Cellular as a qualified bidder on July 15, 2016, these restrictions will continue until the down payment deadline for Auction 1002, which will be ten business days after release of the FCC’s Channel Reassignment Public Notice, following the end of the auction.  These anti-collusion rules may restrict the conduct of certain TDS activities with other auction applicants as well as with nationwide providers of wireless services which are not applicants.  The restrictions could have an adverse effect on TDS’ business, financial condition or results of operations. See Exhibit 13 to this Form 10-K, under “Regulatory Matters – FCC Auction 1002” for a summary of U.S. Cellular’s participation in Auction 1002.

8. Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations.

TDS’ operations are subject to varying degrees of regulation by the FCC, state public utility commissions and other federal, state and local regulatory agencies and legislative bodies. Changes in the administration of the various regulatory agencies and legislative bodies could result in different policies with respect to many federal laws and regulations, including but not limited to changes to fiscal and tax policies, which may include comprehensive tax reform.trade policies and tariffs on import goods. New or amended regulatory requirements could increase TDS’ costs and divert resources from other initiatives. Adverse decisions, increased regulation, or changes to existing regulation by regulatory bodies could negatively impact TDS’ operations by, among other things, changing the amount that can be charged for local, intrastate or interstate access rates, increasing TDS’ costs of doing business, permitting greater competition or limiting TDS’ ability to engage in certain sales or marketing activities.activities, or retention and recruitment of skilled resources. New regulatory mandates or enforcement may require unexpected or increased capital expenditures, lost revenues, higher operating expenses or other changes. Court decisions and rulemakings could have a substantial impact on TDS’ operations, including rulemakings on broadband access to the internet, intercarrier access compensation, state and federal universal service,support funding, and treatment of VoIP traffic or unbundled network elements. Litigation and different objectives among federal and state regulators could create uncertainty and delay TDS’ ability to respond to new regulations. Further, wireless spectrum licenses are subject to renewal by the FCC and could be revoked in the event of a violation of applicable laws or regulatory requirements. Also, although FCC rules relating to net neutrality broadband consumer privacyhave been repealed, some state legislators and regulators are seeking to or have already enacted state laws to reinstate net neutrality regulations and other rules. Interpretation and application of these rules, including conflicts between federal and state laws, may result in additional costs for compliance and may limit opportunities to derive profits from certain business practices or resources, if not amended or rescinded.

resources. For additional information related to TDS’ regulatory environment, see Risk Factor Number 15 below and “Regulatory Matters” in Exhibit 13 to this Form 10-K.

For additional information about TDS’ regulatory environment, see Risk Factor Number 15 below and “Regulatory Matters” in Exhibit 13 to this Form 10-K.

9. An inability to attract people of outstanding potential, 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 TDS' business, financial condition or results of operations.

10. TDS’ assets are concentrated primarily

TDS’ long-term success. Failure to ensure effective transfer of knowledge and smooth transition involving key employees could also adversely affect TDS’ business, financial condition and results of operations.

11. TDS’ smaller scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.

• Low profit margins and returns on investment that are below TDS’ cost of capital;
• Increased operating costs due to lack of leverage with vendors;
• Limited opportunities for strategic partnerships as potential partners are focused on wireless, wireline, cable and IT services companies with greater scale and scope;
• Limited access to content and programming;
• Limited ability to influence industry standards;
• Reduced ability to invest in research and development of new products and services;
• Vendors may deem TDS non-strategic and not develop or sell products and services to TDS, particularly where technical requirements differ from those of larger companies;
• Limited access to intellectual property; and

• Other limited opportunities such as for software development or third party distribution.

TDS’ telecommunications businesses increasingly depend on access to content for data and access to new wireless devices being developed by vendors. TDS’ ability to obtain such access depends in part on other parties. If TDS is unable to obtain timely access to new content or wireless devices being developed by vendors, its business, financial condition or results of operations could be adversely affected.

12. Changes in various business factors, including changes in demand, customer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations.

• Demand for or usage of services, particularly data services;
• Customer preferences, including internet speed and type of wireless devices;
• Customer perceptions of network quality and performance;
• The pricing of services, including an increase in price-based competition;
• Access to and cost of programming;
• The overall size and growth rate of TDS’ customer base;
• Penetration rates;
• Churn rates;
• Selling expenses;
• Net customer acquisition and retention costs;
• Customers’ ability to pay for services and the potential impact on bad debts expense;
• Roaming agreements and rates;
• Third-party vendor support;
• The mix of products and services offered by TDS and purchased by customers;
• The costs of providing products and services; and

• Mid-market demand for cloud and hosted services.

13. Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.

14. Complexities associated with deploying new technologies present substantial risk and TDS’ investments in unproven technologies may not produce the benefits that TDS expects.

Cable’s business is also subject to complexities associated with deploying new technologies, such as DOCSIS 3.1, and involves substantial risk, including rapid technology changes. If Cable’s business does not respond appropriately to technology changes, its competitive position may be adversely affected.

15. TDS receives regulatory support and is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty, which could have an adverse effect on TDS’ business, financial condition or results of operations.

With respect In addition, failure to intercarrier compensation,meet the Reform Order provides for a reductiondefined build-out obligations could result in reduced support revenue. For developments that will result in changes to the charges that U.S. Cellular paysFCC’s Alternative Connect America Cost Model (A-CAM) program see “Regulatory Matters - FCC Connect America Fund,” in Exhibit 13 to wireline phone companies to transport and terminate calls that originate on their networks,this Form 10-K, which will reduce U.S. Cellular's operating expenses.  The reductions in intercarrier charges are to increase over the next five to ten years, further reducing U.S. Cellular's operating expenses.  With respect to TDS Telecom, the Reform Order provides for a reduction in the charges that TDS Telecom pays to wireline phone companies to transport and terminate calls that originate on TDS Telecom’s network, which will reduce TDS Telecom’s operating expenses.  However, TDS Telecom also receives revenue from other carriers to transport and terminate calls that originate on those carriers’ networks.  As reductions in intercarrier charges are to increase over the next five to ten years, TDS Telecom’s related revenues and operating expenses are expected to decline.  The net effect of these changes is not known.  Further proceedings including litigation may also be possible.  TDS cannot predict whether such changes will have a material adverse effect on TDS’ business, financial condition or results of operations.

incorporated by reference herein.

The division of services between interstate services and intrastate services, including the divisions associated with the Federal USF fees, is a matter of interpretation and may in the future may be contested by the FCC or state authorities. The FCC in the future also may change in the future the basis on which Federal USF fees are charged. The Federal government and many states also apply transaction-based taxes to sales of telecommunications productsservices and servicesproducts and to purchases of telecommunications services from various carriers. In addition, state regulators and local governments have imposed and may continue to impose various surcharges, taxes and fees on telecommunications services. The applicability of these surcharges and fees to itsTDS’ services is uncertain in many cases and jurisdictions may contest whether TDS has assessed and remitted those monies correctly. Periodically, state and federal regulators may increase or change the surcharges and fees TDS currently pays. In some instances, TDS passes through these charges to its customers. However, Congress, the FCC, state regulatory agencies or state legislatures may limit the ability to pass through transaction-based tax liabilities, regulatory surcharges and regulatory fees imposed on TDS to customers. TDS may or may not be able to recover some or all of those taxes from its customers and the amount of taxes may deter demand for its services or increase its cost to provide service which could have an adverse effect on its business, financial condition or operating results.

16. Performance under device purchase agreements could have a material adverse impact on TDS' business, financial condition or results of operations.

TDS has entered into purchase commitments with certain vendors and may enter into similar purchase commitments with other vendors in the future.  If TDS is unable to sell all of the devices that it is required to purchase under such agreements, or if it is unable to sell them at the prices it projects, its business, financial condition or results of operations could be adversely affected.

17. Changes in TDS’ enterprise value, changes in the market supply or demand for wireless licenses, wireline or cable markets or IT service providers, adverse developments in the businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of its licenses, goodwill, franchise rights and/or physical assets.

18. Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or licenses and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations.

• Identification of attractive companies, businesses, properties, spectrum or other assets for acquisition or exchange, and/or the selection of TDS’ businesses or assets for divestiture or exchange;
• Competition for acquisition targets and the ability to acquire or exchange businesses at reasonable prices;
• Inability to make acquisitions that would achieve sufficient scale to be competitive with competitors with greater scale;
• Possible lack of buyers for businesses or assets that TDS desires to divest and the ability to divest or exchange such businesses or assets at reasonable prices;
• Ability to negotiate favorable terms and conditions for acquisitions, divestitures and exchanges;
• Significant expenditures associated with acquisitions, divestitures and exchanges;
• Legal and regulatory risks associated with new businesses or markets;
• Ability to enter markets in which TDS has limited or no direct prior experience and competitors have stronger positions;
• Ability to integrate and manage TDS’ different business operations and services, including wireless services, traditional wireline services, cable businesses and hosted and managed services businesses;
• Uncertain revenues and expenses associated with acquisitions, with the result that TDS may not realize the growth in revenues, 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 of separating such matters for divested businesses or assets;
• Diversion of management’s attention;
• Disruption of ongoing business;
• Impact on TDS’ 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 TDS’ service offerings;
• 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; and

• Impairment of relationships with employees, customers or vendors.

No assurance can be given that TDS will be successful with respect to its acquisition, divestiture or exchange strategies or initiatives. If TDS is not successful with respect to its acquisitions, divestitures or exchanges, its business, financial condition or results of operations could be adversely affected.

19. TDS offers customers the option to purchase certain devices under installment contracts which, compared to fixed-term service contracts, includes risks that TDS may possibly incur greater churn, lower cash flows, increased costs and/or increased bad debts expense due to differences in contract terms, which could have an adverse impact on TDS' financial condition or results of operations.

TDS sells devices to customers under installment contracts over a specified period of time.  Customers with installment contracts are not required to sign a fixed-term service contract to obtain postpaid service; rather, their service is provided on a month to month basis with no early termination fee.  These device installment contract plans may not meet TDS’ customers’ or potential customers’ needs, expectations or demands.  In addition, customers on these device installment contract plans can discontinue their service at any time without penalty, other than the obligation of any residual commitment they may have for unpaid service or for amounts due under the installment contract for the device.  TDS could experience a higher churn rate than it expects due to the ability of customers to more easily change service providers, which could adversely affect its results of operations.  TDS’ operational and financial performance may be adversely affected if it is unable to grow its customer base and achieve the customer penetration levels that it anticipates with this business model.

Customers who have financed their devices through these device installment contracts pay for their devices in installments over a specified period of time.  Compared to fixed-term service contracts, such plans result in lower cash flows from operating activities in the near term and could have an adverse effect on TDS’ liquidity or capital resources.  In addition, such device installment contracts subject TDS to increased risks relating to consumer credit issues, which could result in increased costs, including increases to its bad debts expense.  These device installment contracts may be particularly sensitive to changes in general economic conditions, and any declines in the credit quality of TDS’ customer base could have a material adverse effect on TDS’ financial condition or results of operations.

20. A failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.

• Lease, acquire or otherwise obtain rights to cell and switch sites, transport facilities, data centers relating to IT services or other facilities;
• 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 planning and network optimization, for each of TDS’ wireless markets; and

• Improve, expand and maintain customer care, network management, billing and other financial and management systems.

Regulations regardingFurthermore, consolidation among key suppliers may result in less competition and higher prices or the usediscontinuation of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries may affect some of TDS’ suppliers.  These regulations may limit the availability of conflict free minerals and, as a result, TDS may not be able to obtain products in sufficient quantities or at competitive prices from its vendors who utilize such minerals in the manufacture of products.  In such cases, TDS may be unable to maintain and upgrade its network or provide products and services to its customers in a competitive manner, or could suffer other disruptions to its business.  In that event, TDS’ business, financial condition or results of operations could be adversely affected. 

In addition, operationOperation of TDS’ supply chain and management of its inventory require accurate forecasting of customer growth and demand, which has become increasingly challenging. If overall demand for wireless devices or the mix of demand for wireless devices is significantly different than TDS’ expectations, TDS could face inadequate or excess supplies of particular models of wireless devices. This could result in lost sales opportunities or an excess supply of inventory. EitherFurther, TDS' supply chain could be disrupted unexpectedly by raw material shortages, wars, natural disasters, disease or other factors. Any of these situations could adversely affect TDS’ revenues, costs of doing business, results of operations or financial condition.

22. TDS has significant investments in entities that it does not control.  Losses in the value of such investments could have an adverse effect on TDS’ financial condition or results of operations.

23. A failure by TDS to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations.

24. TDS has experienced and, in the future, expects to experience cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.

25. The market price of TDS’ Common Shares is subject to fluctuations due to a variety of factors.

Factors that may affect the future market price of TDS’ Common Shares include:

• General economic conditions, including conditions in the credit and financial markets;
• Industry conditions;
• Fluctuations in TDS’ quarterly customer additions, churn rate, revenues, results of operations or cash flows;
• Variations between TDS’ actual financial and operating results and those expected by analysts and investors; and

• Announcements by TDS’ competitors.

Any of these or other factors could adversely affect the future market price of TDS’ Common Shares, or could cause the future market price of TDS’ Common Shares to fluctuate from time to time.

26. Changes in facts or circumstances, including new or additional information, could require TDS to record charges in excess of amounts accrued in the financial statements, which could have an adverse effect on TDS’ business, financial condition or results of operations.

The preparation of financial statements requires TDS to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. TDS bases its estimates on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from estimates under different assumptions or conditions. Changes in facts or circumstances, including new or additional information, could require TDS to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on TDS’ business, financial condition or results of operations.

27. Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations.

28. Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS’ business, financial condition or results of operations.

29. The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from wireless devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS’ wireless business, financial condition or results of operations.

Numerous state and local legislative bodies have enacted or proposed legislation restricting or prohibiting the use of wireless devices while driving motor vehicles.  These enacted or proposed laws or other similar laws, if passed, could have the effect of reducing customer usage and/or increasing costs, which could have an adverse effect on TDS’ business, financial condition, or results of operations.

30. Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

TDS faces possible effects of industry litigation relating to patents, other intellectual property or otherwise, that may restrict TDS’ access to devices for saleor network equipment critical to providing services to customers. If technology that TDS uses in products or services were determined by a court to infringe a patent or other intellectual property right held by another person, TDS could be precluded from using that technology and could be required to pay significant monetary damages. TDS also may be required to pay significant royalties to such person to continue to use such technology in the future. The successful enforcement of any intellectual property rights, or TDS’ inability to negotiate a license for such rights on acceptable terms, could force TDS to cease using the relevant technology and offering services incorporating the technology. Any litigation to determine the validity of claims that TDS’ products or services infringe or may infringe intellectual property rights of another, regardless of their merit or resolution, could be costly and divert the effort and attention of TDS’ management and technical personnel. Regardless of the merits of any specific claim, TDS cannot give assurance that it would prevail in litigation because of the complex technical issues and inherent uncertainties in intellectual property litigation. Although TDS generally seeks to obtain indemnification agreements from vendors that provide it with technology, there can be no assurance that any claim of infringement will be covered by an indemnity or that TDS will be able to recover all or any of its losses and costs under any available indemnity agreements. Any claims of infringement of intellectual property and proprietary rights of others could prevent TDS from using necessary technology to provide its services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.

31. Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS.

32. ▪	General economic conditions, including conditions in the credit and financial markets;

    ▪	Industry conditions;

    ▪	Fluctuations in TDS’ quarterly customer additions, churn rate, revenues, results of operations or cash flows;

    ▪	Variations between TDS’ actual financial and operating results and those expected by analysts and investors; and

    ▪	Announcements by TDS’ competitors.

    Any of the foregoing eventsthese or other eventsfactors could adversely affect the future market price of TDS’ Common Shares, or could cause revenues, earnings, capital expenditures and/or any other financial or statistical informationthe future market price of TDS’ Common Shares to varyfluctuate from TDS’ forward-looking estimates by a material amount.

time to time.

2019.

ended December 31, 2019.