TELEPHONE & DATA SYSTEMS INC /DE/ (Form: 10-Q, Received: 08/06/2020 16:57:11)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-14157



TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware		36-2669023
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (312) 630-1900



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, $.01 par value	TDS	New York Stock Exchange
6.625% Senior Notes due 2045	TDI	New York Stock Exchange
6.875% Senior Notes due 2059	TDE	New York Stock Exchange
7.000% Senior Notes due 2060	TDJ	New York Stock Exchange
5.875% Senior Notes due 2061	TDA	New York Stock Exchange



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.			Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).			Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	☒	Accelerated filer				☐
Non-accelerated filer	☐	Smaller reporting company				☐
		Emerging growth company				☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).			Yes	☐	No	☒

The number of shares outstanding of each of the issuer's classes of common stock, as of June 30, 2020, is 107,034,900 Common Shares, $.01 par value, and 7,260,800 Series A Common Shares, $.01 par value.

Telephone and Data Systems, Inc.

Quarterly Report on Form 10-Q

For the Period Ended June 30, 2020



Index	Page No.

Management Discussion and Analysis of Financial Condition and Results of Operations	1
Executive Overview	1
Terms Used by TDS	3
Results of Operations – TDS Consolidated	4
U.S. Cellular Operations	6
TDS Telecom Operations	13
Wireline Operations	16
Cable Operations	21
Liquidity and Capital Resources	24
Consolidated Cash Flow Analysis	28
Consolidated Balance Sheet Analysis	29
Supplemental Information Relating to Non-GAAP Financial Measures	30
Application of Critical Accounting Policies and Estimates	34
Recent Accounting Pronouncements	34
Regulatory Matters	34
Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement	35

Risk Factors	37

Quantitative and Qualitative Disclosures About Market Risk	37

Financial Statements (Unaudited)	38
Consolidated Statement of Operations	38
Consolidated Statement of Comprehensive Income	39
Consolidated Statement of Cash Flows	40
Consolidated Balance Sheet	41
Consolidated Statement of Changes in Equity	43
Notes to Consolidated Financial Statements	47

Controls and Procedures	62

Legal Proceedings	62

Unregistered Sales of Equity Securities and Use of Proceeds	63

Other Information	63

Exhibits	64

Form 10-Q Cross Reference Index	65

Signatures	66

Table of Contents



	Telephone and Data Systems, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

The following discussion and analysis compares Telephone and Data Systems, Inc.’s (TDS) financial results for the three and six months ended June 30, 2020, to the three and six months ended June 30, 2019. It should be read in conjunction with TDS’ interim consolidated financial statements and notes included herein, and with the description of TDS’ business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2019. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers.

This report contains statements that are not based on historical facts, including the words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement for additional information.

TDS uses certain “non-GAAP financial measures” and each such measure is identified in the MD&A. A discussion of the reason TDS determines these metrics to be useful and a reconciliation of these measures to their most directly comparable measures determined in accordance with accounting principles generally accepted in the United States of America (GAAP) are included in the Supplemental Information Relating to Non-GAAP Financial Measures section within the MD&A of this Form 10-Q Report.

General

TDS is a diversified telecommunications company that provides high-quality communications services to approximately 6 million connections nationwide. TDS provides wireless services through its 82%-owned subsidiary, United States Cellular Corporation (U.S. Cellular). TDS also provides wireline and cable services through its wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). TDS' segments operate entirely in the United States. See Note 12 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information about TDS' segments.

The impact of the global spread of coronavirus (COVID-19) on TDS' future operations is uncertain. There are many factors, including the severity and duration of the outbreak, as well as other direct and indirect impacts, that are expected to negatively impact TDS.

See the following areas within this MD&A for additional discussion of the impacts of COVID-19:


•	Results of Operations — Income tax expense


•	Business Overview — U.S. Cellular


•	Operational Overview — U.S. Cellular


•	Business Overview — TDS Telecom


•	Financial Overview — TDS Telecom


•	Liquidity and Capital Resources


•	Risk Factors

Table of Contents

TDS Mission and Strategy

TDS’ mission is to provide outstanding communications services to its customers and meet the needs of its shareholders, its people, and its communities. In pursuing this mission, TDS seeks to grow its businesses, create opportunities for its associates and employees, and build value over the long-term for its shareholders. Across all of its businesses, TDS is focused on providing exceptional customer experiences through best-in-class services and products and superior customer service.

TDS’ long-term strategy calls for the majority of its capital to be reinvested in its operating businesses to strengthen their competitive positions and financial performance, while also returning value to TDS shareholders primarily through the payment of a regular quarterly cash dividend.

TDS plans to build shareholder value by continuing to execute on its strategies to build strong, competitive businesses providing high-quality, data-focused services and products. Strategic efforts include:


▪	U.S. Cellular offers economical and competitively priced service plans and devices to its customers and is focused on increasing revenues from sales of related products such as accessories and device protection plans and from new services such as home internet. In addition, U.S. Cellular is focused on expanding its solutions available to business and government customers.

▪

U.S. Cellular continues to devote efforts to enhance its network capabilities. VoLTE technology is now available to nearly 90% of U.S Cellular's subscribers, and deployments in additional operating markets are expected later in 2020. VoLTE technology allows customers to utilize a 4G LTE network for both voice and data services and offers enhanced services such as high definition voice and simultaneous voice and data sessions.

▪

U.S. Cellular has launched commercial 5G services in Iowa and Wisconsin and will continue to launch in additional areas throughout 2020 and beyond. 5G technology is expected to help address customers' growing demand for data services as well as create opportunities for new services requiring high speed, reliability and low latency. In addition to the deployment of 5G technology, U.S. Cellular is also modernizing its 4G LTE network to further enhance 4G LTE speeds.


▪	U.S. Cellular assesses its existing wireless interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on capital. As part of this strategy, U.S. Cellular actively seeks attractive opportunities to acquire wireless spectrum, including pursuant to FCC auctions such as Auctions 103 and 105.

▪

TDS Telecom’s Wireline business continues to focus on driving growth in its broadband and video services by investing in fiber deployment in new out-of-territory markets and in existing markets. Construction continues in the out-of-territory clusters in Wisconsin and the Pacific Northwest. With support from the FCC's A-CAM program and state broadband grants, Wireline is also deploying higher speed broadband to unserved and under-served service addresses in rural areas within its current markets.


▪	TDS Telecom’s Cable business continues to increase its broadband penetration by making network capacity investments, including upgrading to DOCSIS 3.1, and by offering more advanced services in its markets.


▪	TDS Telecom's Wireline and Cable businesses continue to invest in a next generation video platform called TDS TV+ to enhance video services. TDS Telecom has rolled out this service in certain Wireline and Cable markets in the second quarter and has plans to roll out to additional markets throughout the remainder of 2020.

Table of Contents

Terms Used by TDS

The following is a list of definitions of certain industry terms that are used throughout this document:


▪	4G LTE – fourth generation Long-Term Evolution, which is a wireless technology that enables more network capacity for more data per user as well as faster access to data compared to third generation (3G) technology.


▪	5G – fifth generation wireless technology that is expected to help address customers’ growing demand for data services as well as create opportunities for new services requiring high speed and reliability as well as low latency.


▪	Account – represents an individual or business financially responsible for one or multiple associated connections. An account may include a variety of types of connections such as handsets and connected devices.


▪	Alternative Connect America Cost Model (A-CAM) – a USF support mechanism for rate-of-return carriers, which provides revenue support through 2028. This support comes with an obligation to build defined broadband speeds to a certain number of locations.


▪	Auctions 103 and 105 – Auction 103 is an FCC auction of 37, 39, and 47 GHz wireless spectrum licenses that started in December 2019 and concluded in March 2020. Auction 105 is an FCC auction of 3.5 GHz wireless spectrum licenses and bidding commenced in July 2020.


▪	Broadband Connections – refers to the number of Wireline customers provided high-capacity data circuits via various technologies, including DSL and dedicated internet circuit technologies or the Cable billable number of lines into a building for high-speed data services.


▪	Churn Rate – represents the percentage of the connections that disconnect service each month. These rates represent the average monthly churn rate for each respective period.


▪	Connected Devices – non-handset devices that connect directly to the U.S. Cellular network. Connected devices include products such as tablets, wearables, modems, and hotspots.


▪	Coronavirus Aid, Relief, and Economic Security (CARES) Act – economic relief package signed into law on March 27, 2020 to address the public health and economic impacts of COVID-19, including a variety of tax provisions.


▪	DOCSIS – Data Over Cable Service Interface Specification is an international telecommunications standard that permits the addition of high-bandwidth data transfer to an existing cable TV (CATV) system. DOCSIS 3.1 is a system specification that increases data transmission rates.


▪	EBITDA – refers to earnings before interest, taxes, depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted EBITDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.


▪	FCC Keep Americans Connected Pledge – voluntary FCC initiative in response to the COVID-19 pandemic to ensure that Americans do not lose their broadband or telephone connectivity as a result of the exceptional circumstance.


▪	Fiber Out-of-Territory Builds – represents construction of facilities-based market expansions outside of TDS' ILEC and CLEC footprint.


▪	Free Cash Flow – non-GAAP metric defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.


▪	Gross Additions – represents the total number of new connections added during the period, without regard to connections that were terminated during that period.


▪	ManagedIP Connections – refers to the number of telephone handsets, data lines and IP trunks providing communications using IP networking technology.


▪	Net Additions (Losses) – represents the total number of new connections added during the period, net of connections that were terminated during that period.


▪	OIBDA – refers to operating income before depreciation, amortization and accretion and is used in the non-GAAP metric Adjusted OIBDA throughout this document. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.


▪	Postpaid Average Revenue per Account (Postpaid ARPA) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.


▪	Postpaid Average Revenue per User (Postpaid ARPU) – metric which is calculated by dividing total postpaid service revenues by the average number of postpaid connections and by the number of months in the period.


▪	Retail Connections – the sum of U.S. Cellular postpaid connections and U.S. Cellular prepaid connections.


▪	Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the FCC intended to promote universal access to telecommunications services in the United States.


▪	U.S. Cellular Connections – individual lines of service associated with each device activated by a customer. Connections include all types of devices that connect directly to the U.S. Cellular network.


▪	Video Connections – represents the number of Wireline customers provided video services. For Cable, generally, a home or business receiving video programming counts as one video connection. In counting bulk residential or commercial connections, such as an apartment building or a hotel, connections are counted based on the number of units/rooms within the building receiving service.


▪	Voice Connections – refers to the individual circuits connecting a customer to Wireline’s central office facilities that provide voice services or the Cable billable number of lines into a building for voice services.


▪	VoLTE – Voice over Long-Term Evolution is a technology specification that defines the standards and procedures for delivering voice communications and related services over 4G LTE networks.


▪	Wireline Residential Revenue per Connection – is calculated by dividing total Wireline residential revenue by the average number of Wireline residential connections and by the number of months in the period.

Table of Contents

Results of Operations — TDS Consolidated



	Three Months Ended June 30,								Six Months Ended June 30,
	2020			2019			2020 vs. 2019		2020			2019			2020 vs. 2019
(Dollars in millions)
Operating revenues
U.S. Cellular	$	973		$	973		–		$	1,937		$	1,939		–
TDS Telecom	241			233			3	%	481			464			4	%
All other¹	49			55			(10	)%	106			115			(7	)%
Total operating revenues	1,263			1,261			–		2,524			2,518			–
Operating expenses
U.S. Cellular	920			943			(2	)%	1,833			1,844			(1	)%
TDS Telecom	210			204			3	%	422			398			6	%
All other¹	55			66			(17	)%	118			134			(11	)%
Total operating expenses	1,185			1,213			(2	)%	2,373			2,376			–
Operating income (loss)
U.S. Cellular	53			30			74	%	104			95			9	%
TDS Telecom	31			29			6	%	59			66			(10	)%
All other¹	(6		)	(11		)	51	%	(12		)	(19		)	35	%
Total operating income	78			48			63	%	151			142			6	%
Investment and other income (expense)
Equity in earnings of unconsolidated entities	44			41			8	%	90			85			5	%
Interest and dividend income	2			9			(76	)%	8			17			(53	)%
Interest expense	(38		)	(43		)	10	%	(75		)	(86		)	12	%
Other, net	—			—			59	%	(1		)	1			(57	)%
Total investment and other income	8			7			22	%	22			17			34	%

Income before income taxes	86			55			58	%	173			159			9	%
Income tax expense	8			16			(47	)%	12			50			(76	)%

Net income	78			39			N/M		161			109			47	%
Less: Net income attributable to noncontrolling interests, net of tax	13			6			100	%	26			17			53	%
Net income attributable to TDS shareholders	$	65		$	33		N/M		$	135		$	92		46	%

Adjusted OIBDA (Non-GAAP)²	$	318		$	287		11	%	$	629		$	598		5	%
Adjusted EBITDA (Non-GAAP)²	$	364		$	337		8	%	$	726		$	701		4	%
Capital expenditures³	$	247		$	264		(7	)%	$	539		$	411		31	%

N/M - Percentage change not meaningful


¹	Consists of corporate and other operations and intercompany eliminations.


²	Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.


³	Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

Refer to individual segment discussions in this MD&A for additional details on operating revenues and expenses at the segment level.

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Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents TDS’ share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method. TDS’ investment in the Los Angeles SMSA Limited Partnership (LA Partnership) contributed pretax income of $20 million and $19 million for the three months ended June 30, 2020 and 2019, respectively and $42 million and $40 million for the six months ended June 30, 2020 and 2019, respectively. See Note 8 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Income tax expense

The effective tax rate on Income before income taxes for the three months ended June 30, 2020 and 2019, was 9.6% and 28.8%, respectively. The effective tax rate on Income before income taxes for the six months ended June 30, 2020 and 2019, was 6.9% and 31.3%, respectively. The lower effective tax rate in 2020 as compared to 2019 is due primarily to the income tax benefits of the CARES Act enacted on March 27, 2020.

The CARES Act provides retroactive eligibility of bonus depreciation on qualified improvement property put into service after December 31, 2017 and a 5-year carryback of net operating losses generated in years 2018-2020. As the statutory federal tax rate applicable to certain years within the carryback period is 35%, carryback to those years provides a tax benefit in excess of the current federal statutory rate of 21%, resulting in a reduction of income tax expense. TDS projects that the income tax effects of the CARES Act will result in a reduction of income tax expense recognized throughout the 2020 tax year as part of the estimated annual effective tax rate, and a cash refund in 2021 of taxes paid in prior years.

Net income attributable to noncontrolling interests, net of tax



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
(Dollars in millions)
U.S. Cellular noncontrolling public shareholders’	$	12	$	6	$	24	$	16
Noncontrolling shareholders’ or partners’	1		—		2		1
Net income attributable to noncontrolling interests, net of tax	$	13	$	6	$	26	$	17

Net income attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of U.S. Cellular’s net income, the noncontrolling shareholders’ or partners’ share of certain U.S. Cellular subsidiaries’ net income and other TDS noncontrolling interests.

Earnings

(Dollars in millions)

Three Months Ended

Net income increased due primarily to lower operating expenses and the impact of the CARES Act reducing income tax expense. Adjusted EBITDA increased due primarily to lower operating expenses.

Six Months Ended

Net income increased due primarily to the impact of the CARES Act reducing income tax expense. Adjusted EBITDA increased due primarily to lower Cost of equipment and products.

*Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

Table of Contents



	U.S. CELLULAR OPERATIONS

Business Overview

U.S. Cellular owns, operates, and invests in wireless markets throughout the United States. U.S. Cellular is an 82%-owned subsidiary of TDS. U.S. Cellular’s strategy is to attract and retain wireless customers through a value proposition comprised of a high-quality network, outstanding customer service, and competitive devices, plans, and pricing, all provided with a community focus.

COVID-19 considerations

COVID-19 impacts on U.S. Cellular's business for the six months ended June 30, 2020 include a reduction in service revenues and equipment sales, and a reduction in handset subscriber gross additions and defections. The impacts of COVID-19 on this and future periods are expected to negatively affect U.S. Cellular’s results of operations, cash flows and financial position. The extent and duration of these impacts are uncertain due to many factors and could be material. Certain impacts on and actions by U.S. Cellular related to COVID-19 include, but are not limited to, the following:

•

Taking action to keep associates safe, including implementing a work-from-home strategy for employees whose jobs can be performed remotely. In addition, to keep associates, customers, and communities safe, U.S. Cellular temporarily closes retail stores for enhanced cleanings, continues to operate with reduced store hours, and provides associates with personal protective equipment to be worn during customer interactions. U.S. Cellular has also implemented a daily health check process for associates and requires social distancing and mask wearing in all company facilities, including stores. Throughout this period of change, U.S. Cellular has continued serving its customers and ensuring its wireless network remains fully operational.

•

Participated in the FCC Keep Americans Connected Pledge, through June 30, 2020, to not turn-off service or charge late fees due to a customer’s inability to pay their bill due to circumstances related to COVID-19. This resulted in a reduction in non-pay defections, as well as reduced service revenues, for the six months ended June 30, 2020. Non-pay defections are expected to increase in future periods as the FCC Keep Americans Connected Pledge ended on June 30, 2020 and certain accounts that were part of the Pledge are expected to terminate due to non-payment.


•	Waiving overage charges and certain other charges. This resulted in reduced service revenues during the three and six months ended June 30, 2020.

•

Supporting the communities in which U.S. Cellular operates. Through U.S. Cellular’s partnership with the Boys & Girls Clubs, U.S. Cellular has contributed to the Boys & Girls Clubs’ COVID-19 Relief Fund to support children, families and communities. These funds are dispersed directly to more than 50 clubs in U.S. Cellular’s service regions to support the most immediate needs of youth in areas of importance such as providing food for children who rely on their Boys & Girls Clubs for their dinner, care for children of essential workers and first responders, and digital learning resources. In additional to monetary donations, in-person volunteerism has been replaced by virtual volunteerism, with associates participating in events such as reading for the visually impaired and mentoring for students.

•

Recognizing income tax benefits associated with the enactment of the CARES Act. This legislation resulted in a reduction to income tax expense for the three and six months ended June 30, 2020. The CARES Act is also projected to result in a reduction of income tax expense recognized throughout the 2020 tax year as part of the estimated annual effective tax rate, and a cash refund in 2021 of taxes paid in prior years.

•

Monitoring its supply chain to assess impacts to availability and costs of device inventory and network equipment and services, including monitoring the dependency on third parties to continue network related projects. Various states' stay-at-home orders could cause delays in municipal permitting and other contractor work. At this time, U.S. Cellular expects to be able to meet customer demand for devices and services and to be able to continue its 4G LTE network modernization and 5G deployment with no significant disruptions.


•	Tracking increased customer usage and the impact of the removal of data caps. At this time, U.S. Cellular believes its network capacity is sufficient to accommodate expected increased usage.


•	Monitoring roaming behaviors. Both inbound and outbound roaming traffic have been dampened by COVID-19 as wireless customers are reducing travel. The extent to which roaming traffic will be impacted by the pandemic in the future will depend upon governmental mandates and customer behavior in response to the outbreak.

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OPERATIONS


▪	Serves customers with 4.9 million connections including 4.4 million postpaid, 0.5 million prepaid and 0.1 million reseller and other connections


▪	Operates in 21 states


▪	Employs approximately 5,400 associates


▪	4,208 owned towers


▪	6,673 cell sites in service

Table of Contents

Operational Overview





As of June 30,		2020	2019
Retail Connections – End of Period
	Postpaid	4,372,000	4,414,000
	Prepaid	496,000	500,000
	Total	4,868,000	4,914,000



	Q2 2020		Q2 2019		Q2 2020 vs. Q2 2019		YTD 2020		YTD 2019		YTD 2020 vs. YTD 2019
Postpaid Activity and Churn
Gross Additions
Handsets	85,000		102,000		(17	)%	175,000		203,000		(14	)%
Connected Devices	44,000		35,000		26	%	86,000		70,000		23	%
Total Gross Additions	129,000		137,000		(6	)%	261,000		273,000		(4	)%
Net Additions (Losses)
Handsets	3,000		(11,000	)	N/M		(17,000	)	(25,000	)	32	%
Connected Devices	9,000		(15,000	)	N/M		3,000		(33,000	)	N/M
Total Net Additions (Losses)	12,000		(26,000	)	N/M		(14,000	)	(58,000	)	76	%
Churn
Handsets	0.71	%	0.97	%			0.83	%	0.98	%
Connected Devices	2.24	%	3.01	%			2.67	%	3.05	%
Total Churn	0.89	%	1.23	%			1.05	%	1.24	%

N/M - Percentage change not meaningful

Total postpaid handset net additions increased for the three months ended June 30, 2020, when compared to the same period last year. Handset defections decreased as a result of lower consumer switching activity related to COVID-19, as well as a reduction in non-pay defections related to the FCC Keep Americans Connected Pledge. Partially offsetting the decrease in defections were lower gross additions resulting from lower consumer switching activity.

Total postpaid handset net additions increased for the six months ended June 30, 2020, when compared to the same period last year. Handset defections decreased as a result of lower consumer switching activity related to COVID-19, as well as a reduction in non-pay defections related to the FCC Keep Americans Connected Pledge. Partially offsetting the decrease in defections were lower gross additions resulting from aggressive industry-wide competition in the first quarter of 2020 and lower consumer switching activity in the second quarter of 2020.

Total postpaid connected device net additions increased for the three and six months ended June 30, 2020, when compared to the same period last year. The increase is due to (i) a decrease in tablet defections and (ii) an increase in demand for internet related products given a need for remote connectivity related to COVID-19.

Non-pay defections are expected to increase in future periods as the FCC Keep Americans Connected Pledge ended on June 30, 2020 and certain accounts that were part of the Pledge are expected to terminate due to non-payment.

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Postpaid Revenue



	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020 vs. 2019		2020		2019		2020 vs. 2019
Average Revenue Per User (ARPU)	$	46.24	$	45.90	1	%	$	46.72	$	45.66	2	%
Average Revenue Per Account (ARPA)	$	120.70	$	119.46	1	%	$	121.80	$	119.15	2	%

Postpaid ARPU and Postpaid ARPA increased for the three and six months ended June 30, 2020, when compared to the same period last year, due primarily to (i) having proportionately fewer tablet connections, which on a per-unit basis contribute less revenue than smartphone devices, (ii) an increase in regulatory recovery revenues, and (iii) an increase in device protection plan revenues. These increases were partially offset by the impact of waiving overage charges, a measure U.S. Cellular has taken to assist customers during the COVID-19 pandemic.

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Financial Overview - U.S. Cellular



	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020 vs. 2019		2020		2019			2020 vs. 2019
(Dollars in millions)
Retail service	$	658	$	662	(1	)%	$	1,329	$	1,322		1	%
Inbound roaming	41		44		(8	)%	77		78			–
Other	54		51		7	%	109		98			10	%
Service revenues	753		757		(1	)%	1,515		1,498			1	%
Equipment sales	220		216		2	%	422		441			(4	)%
Total operating revenues	973		973		–		1,937		1,939			–

System operations (excluding Depreciation, amortization and accretion reported below)	197		193		2	%	377		369			2	%
Cost of equipment sold	218		224		(3	)%	435		458			(5	)%
Selling, general and administrative	323		344		(6	)%	659		669			(2	)%
Depreciation, amortization and accretion	178		177		1	%	354		345			3	%
(Gain) loss on asset disposals, net	4		5		(19	)%	8		7			7	%
(Gain) loss on sale of business and other exit costs, net	—		—		N/M		—		(2		)	N/M
(Gain) loss on license sales and exchanges, net	—		—		N/M		—		(2		)	N/M
Total operating expenses	920		943		(2	)%	1,833		1,844			(1	)%

Operating income	$	53	$	30	74	%	$	104	$	95		9	%

Net income	$	69	$	32	N/M		$	141	$	90		56	%
Adjusted OIBDA (Non-GAAP)¹	$	235	$	212	11	%	$	466	$	443		5	%
Adjusted EBITDA (Non-GAAP)¹	$	280	$	257	9	%	$	560	$	537		4	%
Capital expenditures²	$	168	$	195	(14	)%	$	405	$	297		36	%

N/M - Percentage change not meaningful


¹	Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.


²	Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

Three Months Ended June 30, 2020 and 2019

(Dollars in millions)

Operating Revenues

Six Months Ended June 30, 2020 and 2019

(Dollars in millions)

Service revenues consist of:


▪	Retail Service - Charges for voice, data and value-added services and recovery of regulatory costs


▪	Inbound Roaming - Charges to other wireless carriers whose customers use U.S. Cellular’s wireless systems when roaming


▪	Other Service - Amounts received from the Federal USF, tower rental revenues, and miscellaneous other service revenues

Equipment revenues consist of:


▪	Sales of wireless devices and related accessories to new and existing customers, agents, and third-party distributors

Key components of changes in the statement of operations line items were as follows:

Total operating revenues

Retail service revenues decreased for the three months ended June 30, 2020, primarily as a result of a decline in the average number of subscribers compared to the second quarter of 2019, partially offset by the increase in Postpaid ARPU as previously discussed in the Operational Overview section. Retail service revenues increased for the six months ended June 30, 2020, primarily as a result of the increase in Postpaid ARPU, partially offset by a decline in subscribers.

Inbound roaming revenues decreased for the three and six months ended June 30, 2020, primarily driven by lower data revenues, with lower rates partially offset by higher usage.

Other service revenues increased for the three and six months ended June 30, 2020, largely due to an increase in tower rental revenues.

Equipment sales revenues increased for the three months ended June 30, 2020, due primarily to an increase in device sales volumes. This was partially offset by lower average revenue per device and a decrease in accessory sales. Equipment sales revenues decreased for the six months ended June 30, 2020, due primarily to lower average revenue per device and a decrease in accessory sales, partially offset by an increase in device sales volumes.

System operations expenses

System operations expenses increased for the three and six months ended June 30, 2020, due to increases in cell site rent expense, non-capitalizable costs to add network capacity, and costs to decommission network assets. Such factors were partially offset by a decrease in roaming expense as a result of lower data rates, partially offset by higher data roaming usage.

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Cost of equipment sold

Cost of equipment sold decreased for the three and six months ended June 30, 2020, due primarily to (i) lower average cost per device, (ii) a shift in mix from new device sales to used device sales, (iii) a decrease in accessory sales and (iv) a decrease in charges recorded to reduce inventory to its net realizable value. These decreases were partially offset by an increase in volume of devices sold.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased for the three and six months ended June 30, 2020, driven primarily by decreases in bad debts expense, advertising expense and employee related expense.

Depreciation, amortization and accretion

Depreciation, amortization, and accretion increased for the six months ended June 30, 2020, due to accelerated depreciation of certain assets due to changes in network technology, which will continue throughout 2020 and beyond.

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	TDS TELECOM OPERATIONS

Business Overview

TDS Telecom provides a wide range of communications services to residential and commercial customers. TDS Telecom operates in two segments: Wireline, which includes fiber deployments into new markets, and Cable.

On December 31, 2019, TDS acquired substantially all of the assets of MI Connection Communications System, dba Continuum. Continuum is a cable company that passes approximately 40,000 service addresses in North Carolina and offers broadband, video and voice services, which complement the TDS Telecom portfolio of products.

COVID-19 considerations

COVID-19 impacts on TDS Telecom's business for the six months ended June 30, 2020 include a reduction in service revenues and reduced churn. The future impacts of COVID-19 are uncertain due to many factors and could be material to TDS Telecom's results of operations, cash flows and financial position. Certain impacts on and actions by TDS Telecom related to COVID-19 include, but are not limited to, the following:

•

Taking action to keep employees safe, including implementing a work-from-home policy for employees whose jobs can be performed remotely. In addition, to keep employees, customers, and communities safe, TDS Telecom closed certain retail stores and temporarily ceased door-to-door selling. Retail stores that remain open have implemented social distancing and enhanced cleaning measures. In addition, TDS Telecom has expanded safety protocols for front line workers, including the direct salesforce as they returned to door-to-door selling in the second quarter. Throughout this period of change, TDS Telecom has continued serving its customers and ensuring its network remains fully operational.


•	Supporting the communities in which TDS Telecom operates. TDS Telecom has donated to food pantries that serve its regional areas. Food banks across the country are seeing huge increases in demand as a result of the COVID-19 pandemic and TDS Telecom is helping those organizations serving those in need.

•

Participated in the FCC Keep Americans Connected Pledge, through June 30, 2020, to not turn-off service or charge late fees due to a customer's inability to pay their bill due to circumstances related to COVID-19. This resulted in reduced service revenues in the six months ended June 30, 2020. In addition, TDS Telecom is complying with certain states that have extended no-disconnect orders past the expiration of the FCC Pledge. These actions may result in negative impacts to TDS Telecom's future financial results.

•

Offered 60 days of free broadband service to new customers who are low-income and/or families with children or college age students. This could increase both revenues and bad debts expense in the future after the 60-day free service period expires in June 2020, depending on the intent of customers taking the free service. A total of 2,700 customers signed up for the free service. Early indications suggest the majority of customers are prioritizing their services and making arrangements to stay connected.

•


•	Tracking increased customer demand for broadband and voice services. The demand may fluctuate depending on the severity and duration of the pandemic. At this time, TDS Telecom's network capacity has been sufficient for increased usage.


•	Increasing online sales and marketing activities as door-to-door sales activity in new out-of-territory markets has been considerably impacted. A significant reduction in pre-sales activity could result in a slowing of construction activity.


•	Monitoring its supply chain to assess impacts to availability of network equipment. At this time, TDS Telecom expects to be able to meet customer demand for on-premise equipment, and to maintain its expected investment levels in fiber and other broadband deployments.


•	Monitoring the dependency on third parties to continue work on out-of-territory market construction. Various state municipal and vendor restrictions related to COVID-19 could cause delays in municipal permitting, power company aerial make-ready work, and other contractor work that could slow down construction plans.

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OPERATIONS


▪	Serves 1.2 million connections in 32 states.


▪	Employs approximately 2,900 employees.


▪	Wireline operates incumbent local exchange carriers (ILEC), competitive local exchange carriers (CLEC) and out-of-territory builds in 27 states.


▪	Cable operates primarily in Colorado, New Mexico, North Carolina, Oregon, Texas and Utah.

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Financial Overview — TDS Telecom



	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020 vs. 2019		2020		2019		2020 vs. 2019
(Dollars in millions)
Operating revenues
Wireline	$	169	$	172	(2	)%	$	339	$	343	(1	)%
Cable	71		62		16	%	142		121		17	%
TDS Telecom operating revenues¹	241		233		3	%	481		464		4	%
Operating expenses
Wireline	143		145		(2	)%	289		282		3	%
Cable	67		59		13	%	133		117		14	%
TDS Telecom operating expenses¹	210		204		3	%	422		398		6	%

TDS Telecom operating income	$	31	$	29	6	%	$	59	$	66	(10	)%

Net income	$	28	$	25	10	%	$	56	$	56	–
Adjusted OIBDA (Non-GAAP)²	$	82	$	78	5	%	$	162	$	159	2	%
Adjusted EBITDA (Non-GAAP)²	$	83	$	82	2	%	$	165	$	165	–
Capital expenditures³	$	75	$	70	7	%	$	128	$	112	15	%

Numbers may not foot due to rounding.


¹	Includes eliminations between the Wireline and Cable segments.


²	Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.


³	Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

Operating Revenues

(Dollars in millions)

Total operating revenues

Operating revenues increased for the three and six months ended June 30, 2020, due primarily to the acquisition of Continuum, Wireline and Cable broadband growth and Wireline video growth which were partially offset by declines in Wireline residential voice and CLEC commercial revenues.

Total operating expenses

Operating expenses increased for the three and six months ended June 30, 2020, due primarily to expenses related to the addition of Continuum, increased plant maintenance and building expenses, as well as a gain on the sale of assets in the first quarter of 2019.

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	WIRELINE OPERATIONS

Business Overview

TDS Telecom’s Wireline business provides broadband, video and voice services. These services are provided to residential, commercial, and wholesale customers in a mix of rural, small town and suburban markets, with the largest concentration of its customers in the Upper Midwest and the Southeast. TDS Telecom’s residential strategy is to focus on broadband bundled with video and voice services. In its commercial business, TDS Telecom’s focus is on small- to medium-sized businesses and its sales efforts emphasize providing broadband with voice and video collaboration services.

Operational Overview

Residential Connections

As of June 30,

Total residential connections grew 2% as growth in broadband and video connections grew 6% and 9%, respectively, which was partially offset by the decline in voice connections of 3%. This does include 1,100 connections related to the 60-day free service period and lower voice and broadband disconnects related to the FCC Pledge. Non-pay defections are expected to increase in future periods as the FCC Pledge ended on June 30, 2020, and certain accounts that were part of the Pledge are expected to terminate due to non-payment.

Residential Broadband Connections by Speeds¹

As of June 30,

Residential broadband customers are increasingly choosing higher speeds in ILEC markets with 70% choosing speeds of 10 Mbps or greater and 32% choosing speeds of 100 Mbps or greater.

¹Includes ILEC and out-of-territory

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Residential Revenue per Connection

Residential revenue per connection increased 4% for the three and six months ended June 30, 2020, due to video and broadband connection growth as well as an increase in broadband speeds and price increases.

Commercial Connections

As of June 30,

Total commercial connections decreased by 9% due primarily to declines in connections in CLEC markets.

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Financial Overview — Wireline



	Three Months Ended June 30,							Six Months Ended June 30,
	2020		2019			2020 vs. 2019		2020		2019			2020 vs. 2019
(Dollars in millions)
Residential	$	85	$	81		6	%	$	170	$	162		5	%
Commercial	38		42			(10	)%	77		86			(10	)%
Wholesale	46		49			(6	)%	91		94			(3	)%
Service revenues	169		172			(2	)%	338		342			(1	)%
Equipment and product sales	—		—			(48	)%	—		1			(45	)%
Total operating revenues	169		172			(2	)%	339		343			(1	)%

Cost of services (excluding Depreciation, amortization and accretion reported below)	63		64			(3	)%	128		127			1	%
Cost of equipment and products	—		—			(10	)%	—		1			(33	)%
Selling, general and administrative	48		49			(2	)%	97		96			1	%
Depreciation, amortization and accretion	32		33			(3	)%	64		66			(4	)%
(Gain) loss on asset disposals, net	—		(1		)	N/M		—		(8		)	N/M
Total operating expenses	143		145			(2	)%	289		282			3	%

Operating income	$	27	$	27		(1	)%	$	50	$	61		(18	)%

Income before income taxes	$	28	$	30		(7	)%	$	55	$	68		(20	)%
Adjusted OIBDA (Non-GAAP)¹	$	58	$	59		(1	)%	$	114	$	119		(5	)%
Adjusted EBITDA (Non-GAAP)¹	$	59	$	62		(4	)%	$	116	$	125		(7	)%
Capital expenditures²	$	58	$	55		6	%	$	97	$	84		15	%

Numbers may not foot due to rounding.

N/M - Percentage change not meaningful


¹	Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.


²	Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

(Dollars in millions)

Residential revenues consist of:


▪	Broadband services, including fiber- and copper-based high-speed internet, security and support services


▪	Video services, including IPTV and satellite offerings


▪	Voice services

Commercial revenues consist of:


▪	High-speed and dedicated business internet services


▪	Voice services

Wholesale revenues consist of:


▪	Network access services primarily to interexchange and wireless carriers for carrying data and voice traffic on TDS Telecom’s network


▪	Federal and state USF support, including A-CAM

Key components of changes in the statement of operations items were as follows:

Total operating revenues

Residential revenues increased for the three and six months ended June 30, 2020, due primarily to growth in broadband and video connections, as well as price increases, partially offset by a decline in voice connections.

Commercial revenues decreased for the three and six months ended June 30, 2020, due primarily to declining connections in CLEC markets.

Wholesale revenues decreased for the three and six months ended June 30, 2020, due primarily to decreased access revenues. In the second quarter of 2019, an additional $1 million of retroactive A-CAM support payments were received.

Cost of services

Cost of services decreased for the three months ended June 30, 2020, due primarily to lower employee-related expenses and the capitalization of new modems, partially offset by increases in storm damage repair costs and higher video programming costs. Cost of services increased for the six months ended June 30, 2020, due primarily to increases in storm damage repair costs and higher video programming costs, partially offset by a decrease in expenses related to the capitalization of new modems. See depreciation, amortization and accretion section below for more details related to the capitalization of modems.

Selling, general and administrative

Selling, general and administrative expenses decreased for the three months ended June 30, 2020, due primarily to lower employee-related expenses. Selling, general and administrative expenses increased for the six months ended June 30, 2020, due primarily to increased advertising costs in the out-of-territory markets, partially offset by decreases in legal costs.

Depreciation, amortization and accretion

Depreciation, amortization and accretion decreased for the three and six months ended June 30, 2020, due primarily to certain assets becoming fully depreciated, partially offset by depreciation on new fiber assets.

Effective January 1, 2020, the cost of most modems, along with associated installation costs, is being capitalized. These costs, which are estimated to be $14 million for the full year of 2020, were previously expensed as a cost of service.

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(Gain) loss on asset disposals, net

Gain on asset disposals decreased for the six months ended June 30, 2020, due to the sale of fiber assets in certain CLEC markets during the first quarter of 2019.

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	CABLE OPERATIONS

Business Overview

TDS Telecom’s Cable strategy is to expand its broadband services and leverage that growth by bundling with video and voice services. 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.

Operational Overview

Cable Connections

As of June 30,

Cable connections grew 12% due to an increase in broadband connections and the acquisition of Continuum, which included 15,800 broadband connections, 9,400 video connections and 5,800 voice connections as of December 31, 2019. The total includes 1,600 connections related to the 60-day free service period and lower voice and broadband disconnects related to the FCC Pledge.

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Financial Overview — Cable



	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020 vs. 2019		2020		2019		2020 vs. 2019
(Dollars in millions)
Residential	$	60	$	51	19	%	$	119	$	100	19	%
Commercial	11		11		3	%	23		21		7	%
Total operating revenues	71		62		16	%	142		121		17	%

Cost of services (excluding Depreciation, amortization and accretion reported below)	30		27		12	%	60		52		14	%
Selling, general and administrative	17		15		14	%	34		30		15	%
Depreciation, amortization and accretion	20		17		15	%	39		34		15	%
(Gain) loss on asset disposals, net	—		—		6	%	—		1		(62	)%
Total operating expenses	67		59		13	%	133		117		14	%

Operating income	$	4	$	2	78	%	$	9	$	5	90	%

Income before income taxes	$	4	$	3	54	%	$	10	$	6	70	%
Adjusted OIBDA (Non-GAAP)¹	$	24	$	20	23	%	$	49	$	39	23	%
Adjusted EBITDA (Non-GAAP)¹	$	24	$	20	20	%	$	49	$	40	21	%
Capital expenditures²	$	17	$	15	9	%	$	31	$	28	12	%

Numbers may not foot due to rounding.


¹	Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.


²	Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

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Operating Revenues

(Dollars in millions)

Residential and Commercial revenues consist of:


▪	Broadband services, including high-speed internet, security and support services


▪	Video services, including premium programming in HD, multi-room and TV Everywhere offerings


▪	Voice services

Key components of changes in the statement of operations items were as follows:

Total operating revenues

Residential and commercial revenues increased for the three and six months ended June 30, 2020, due primarily to the acquisition of Continuum ($5 million and $11 million, respectively), as well as growth in broadband connections and price increases.

Cost of services

Cost of services increased for the three and six months ended June 30, 2020, due primarily to the acquisition of Continuum ($3 million and $6 million, respectively) and increases in employee-related and programming expense.

Selling, general and administrative

Selling, general and administrative expenses increased for the three and six months ended June 30, 2020, due primarily to the acquisition of Continuum ($1 million for each period) and increases in employee-related expenses.

Depreciation, amortization and accretion

Depreciation, amortization and accretion increased for the three and six months ended June 30, 2020, due primarily to the acquisition of Continuum.

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Liquidity and Capital Resources

Sources of Liquidity

TDS and its subsidiaries operate capital-intensive businesses. Historically, TDS has used internally-generated funds and also has obtained substantial funds from external sources for general corporate purposes. In the past, TDS’ 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 TDS 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. See Market Risk for additional information regarding maturities of long-term debt.

TDS has incurred negative free cash flow at times in the past and this could occur in the future, and forecasting future cash flow is more challenging with the various risks and uncertainties related to COVID-19. However, TDS believes that existing cash and investment balances, funds available under its revolving credit, term loan and receivables securitization agreements, and expected cash flows from operating and investing activities will provide sufficient liquidity for TDS to meet its normal day-to-day operating needs and debt service requirements for the coming year. TDS will continue to monitor the rapidly changing business and market conditions and plans to take appropriate actions, as necessary, to meet its liquidity needs.

TDS may require substantial additional capital for, among other uses, funding day-to-day operating needs including working capital, acquisitions of providers of cable, wireless or wireline telecommunications services, IT services or other businesses, wireless spectrum license or system acquisitions, capital expenditures, debt service requirements, the repurchase of shares, the payment of dividends, or making additional investments, including new technologies and out-of-territory builds. It may be necessary from time to time to increase the size of the existing revolving credit agreements, to put in place new credit agreements, or to obtain other forms of financing in order to fund potential expenditures. TDS, through U.S. Cellular, made payments related to wireless spectrum auctions in 2020 (see Regulatory Matters - Spectrum Auctions). TDS also expects annual capital expenditures in 2020 to be higher than in 2019, due primarily to investments at U.S. Cellular to enhance network speed and capacity and to continue deploying VoLTE and 5G technology in its network, and at TDS Telecom to increase levels of fiber investment. TDS’ liquidity would be adversely affected if, among other things, TDS is unable to obtain financing on acceptable terms, TDS makes significant wireless spectrum license purchases, TDS makes significant business acquisitions, distributions from unconsolidated entities are discontinued or significantly reduced compared to historical levels, or Federal USF and/or other regulatory support payments decline.

TDS’ credit rating currently is sub-investment grade. There can be no assurance that sufficient funds will continue to be available to TDS or its subsidiaries on terms or at prices acceptable to TDS. Insufficient cash flows from operating activities, changes in TDS' credit ratings, defaults of the terms of debt or credit agreements, uncertainty of access to capital, deterioration in the capital markets, reduced regulatory capital at banks which in turn limits their ability to borrow and lend, other changes in the performance of TDS or in market conditions 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 acquisition, capital expenditure and business development programs, reduce the acquisition of wireless spectrum licenses, and/or reduce or cease share repurchases and/or the payment of dividends. Any of the foregoing developments would have an adverse impact on TDS' businesses, financial condition or results of operations. TDS cannot provide assurance that circumstances that could have a material adverse effect on its liquidity or capital resources will not occur.

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Cash and Cash Equivalents

Cash and cash equivalents include cash and money market investments. The primary objective of TDS’ Cash and cash equivalents investment activities is to preserve principal. Cash held by U.S. Cellular is for use in its operations and acquisition, capital expenditure and business development programs including the purchase of wireless spectrum licenses. TDS does not have direct access to U.S. Cellular cash unless U.S. Cellular pays a dividend on its common stock. U.S. Cellular has no current intention to pay a dividend to its shareholders.

Cash and Cash Equivalents

(Dollars in millions)

At June 30, 2020, TDS' consolidated Cash and cash equivalents totaled $565 million compared to $465 million at December 31, 2019.

The majority of TDS’ Cash and cash equivalents are held in bank deposit accounts and in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies.

Financing

In March 2020, TDS entered into a new $400 million unsecured revolving credit agreement with certain lenders and other parties and U.S. Cellular entered into a new $300 million unsecured revolving credit agreement with certain lenders and other parties. Amounts under the new revolving credit agreements may be borrowed, repaid and reborrowed from time to time until maturity in March 2025. As a result of the new agreements, TDS' and U.S. Cellular's previous revolving credit agreements due to expire in May 2023 were terminated. As of June 30, 2020, there were no outstanding borrowings under the revolving credit agreements, except for letters of credit, and TDS’ and U.S. Cellular’s unused capacity under their revolving credit agreements was $399 million and $298 million, respectively.

In March 2020, TDS and U.S. Cellular amended their senior term loan credit agreements in order to conform the agreements with their revolving credit agreements. There were no significant changes to other key terms of the senior term loan credit agreements. In March 2020, TDS borrowed $50 million under its senior term loan credit agreement. In June 2020, U.S. Cellular amended and restated its senior term loan agreement and increased its borrowing capacity to $300 million. There were no significant changes to other key terms of the U.S. Cellular senior term loan credit agreement.

U.S. Cellular, through its subsidiaries, also has a receivables securitization agreement to permit securitized borrowings using its equipment installment plan receivables. In April 2020, U.S. Cellular borrowed $125 million under its receivables securitization agreement. The unused capacity under this agreement was $75 million as of June 30, 2020, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement.

TDS and U.S. Cellular believe they were in compliance with all of the financial covenants and requirements set forth in their revolving credit agreements, senior term loan credit agreements and receivables securitization agreement as of June 30, 2020.

TDS and U.S. Cellular have in place effective shelf registration statements on Form S-3 to issue senior or subordinated debt securities.

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Capital Expenditures

Capital expenditures (i.e., additions to property, plant and equipment and system development expenditures; excludes wireless spectrum license additions), which include the effects of accruals and capitalized interest, for the six months ended June 30, 2020 and 2019, were as follows:

Capital Expenditures

(Dollars in millions)

U.S. Cellular’s capital expenditures for the six months ended June 30, 2020 and 2019, were $405 million and $297 million, respectively.

Capital expenditures for the full year 2020 are expected to be between $850 million and $950 million. These expenditures are expected to be used principally for the following purposes:


▪	Enhance and maintain U.S. Cellular's network coverage, including continuing to deploy VoLTE technology in certain markets and providing additional speed and capacity to accommodate increased data usage by current customers;


▪	Continue deploying 5G technology in its network; and


▪	Invest in information technology to support existing and new services and products.

TDS Telecom’s capital expenditures for the six months ended June 30, 2020 and 2019, were $128 million and $112 million, respectively.

Capital expenditures for the full year 2020 are expected to be between $300 million and $350 million. These expenditures are expected to be used principally for the following purposes:


▪	Expand fiber deployment inside and outside of current footprint;


▪	Maintain and enhance existing infrastructure including build-out requirements to meet state broadband and A-CAM programs;


▪	Upgrade broadband capacity and speeds;


▪	Support success-based spending for broadband and video growth; and


▪	Deploy TDS TV+, a cloud-based video platform.

TDS intends to finance its capital expenditures for 2020 using primarily Cash flows from operating activities, existing cash balances and, if required, additional debt financing from its receivables securitization agreement, senior term loan credit agreements, revolving credit agreements and/or other forms of financing.

Acquisitions, Divestitures and Exchanges

TDS may be engaged from time to time in negotiations (subject to all applicable regulations) relating to the acquisition, divestiture or exchange of companies, properties, wireless spectrum licenses (including pursuant to FCC auctions) and other possible businesses. In general, TDS may not disclose such transactions until there is a definitive agreement.

In March 2020, the FCC announced by way of public notice that U.S. Cellular was the provisional winning bidder for 237 wireless spectrum licenses in the 37, 39 and 47 GHz bands (Auction 103) for $146 million. U.S. Cellular paid $24 million of this amount in the three months ended March 31, 2020 and substantially all of the remainder in April 2020. In June 2020, the wireless spectrum licenses from Auction 103 were granted by the FCC.

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Variable Interest Entities

TDS consolidates certain “variable interest entities” as defined under GAAP. See Note 10 — Variable Interest Entities in the Notes to Consolidated Financial Statements for additional information related to these variable interest entities. TDS may elect to make additional capital contributions and/or advances to these variable interest entities in future periods in order to fund their operations.

Common Share Repurchase Programs

During the six months ended June 30, 2020, TDS repurchased 879,409 Common Shares for $14 million at an average cost per share of $15.53. As of June 30, 2020, the maximum dollar value of TDS Common Shares that may yet be repurchased under TDS’ program was $185 million. For additional information related to the current TDS repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.

During the six months ended June 30, 2020, U.S. Cellular repurchased 803,836 Common Shares for $23 million at an average cost per share of $29.00. As of June 30, 2020, the total cumulative amount of U.S. Cellular Common Shares authorized to be repurchased is 4,507,000.

Contractual and Other Obligations

There were no material changes outside the ordinary course of business between December 31, 2019 and June 30, 2020, to the Contractual and Other Obligations disclosed in MD&A included in TDS’ Form 10-K for the year ended December 31, 2019. In March 2020, TDS borrowed $50 million under its senior term loan credit agreement. In April 2020, U.S. Cellular borrowed $125 million under its receivables securitization agreement.

Off-Balance Sheet Arrangements

TDS had no transactions, agreements or other contractual arrangements with unconsolidated entities involving “off-balance sheet arrangements,” as defined by SEC rules, that had or are reasonably likely to have a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources.

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Consolidated Cash Flow Analysis

TDS operates a capital-intensive business. TDS makes substantial investments to acquire wireless spectrum licenses and properties and to construct and upgrade communications networks and facilities as a basis for creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-saving upgrades to TDS’ networks. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, the timing of acquisitions and divestitures, capital expenditures and other factors. The following discussion summarizes TDS' cash flow activities for the six months ended June 30, 2020 and 2019.

2020 Commentary

TDS’ Cash, cash equivalents and restricted cash increased $112 million. Net cash provided by operating activities was $806 million due to net income of $161 million adjusted for non-cash items of $612 million and distributions received from unconsolidated entities of $91 million, including $43 million in distributions from the LA Partnership. This was offset by changes in working capital items which decreased net cash by $58 million. The working capital changes were primarily influenced by tax impacts from the CARES Act and annual employee bonus payments, partially offset by the timing of vendor payments and collections of customer and agent receivables.

Cash flows used for investing activities were $769 million. Cash paid for additions to property, plant and equipment totaled $610 million. Cash payments for wireless spectrum license acquisitions were $144 million.

Cash flows provided by financing activities were $75 million, due primarily to cash received from the U.S. Cellular receivables securitization agreement and TDS term loan borrowing, partially offset by the repurchase of TDS and U.S. Cellular Common Shares and the payment of dividends.

2019 Commentary

TDS’ Cash, cash equivalents and restricted cash decreased $86 million. Net cash provided by operating activities was $592 million due to net income of $109 million plus non-cash items of $497 million and distributions received from unconsolidated entities of $76 million, including $33 million in distributions from the LA Partnership. This was offset by changes in working capital items which decreased net cash by $90 million. The primary working capital changes were a reduction in accrued compensation reflecting annual employee bonus payments and a decline in the amounts due to agents driven by lower sales volume.

Cash flows used for investing activities were $616 million. Cash paid for additions to property, plant and equipment totaled $393 million. Cash payments for wireless spectrum license acquisitions were $255 million. These were partially offset by Cash received from divestitures and exchanges of $32 million.

Cash flows used for financing activities were $62 million, reflecting ordinary activity such as the payment of dividends and the scheduled repayments of debt.

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Consolidated Balance Sheet Analysis

The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Changes in financial condition during 2020 were as follows:

Income taxes receivable

Income taxes receivable increased $124 million primarily reflecting future tax refunds attributable to the expected carryback of 2020 net operating losses, as allowed under the CARES Act which was enacted in March 2020.

Accrued compensation

Accrued compensation decreased $36 million due primarily to employee bonus payments in March 2020.

Deferred income tax liability, net

Deferred income tax liability, net increased $149 million due primarily to full deductibility for tax purposes of qualified property placed in service during the current year.

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Supplemental Information Relating to Non-GAAP Financial Measures

TDS sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, TDS has referred to the following measures in this Form 10-Q Report:


▪	EBITDA


▪	Adjusted EBITDA


▪	Adjusted OIBDA


▪	Free cash flow

Certain of these measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures.

EBITDA, Adjusted EBITDA and Adjusted OIBDA

EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under GAAP and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. TDS does not intend to imply that any such items set forth in the reconciliation below are non-recurring, infrequent or unusual; such items may occur in the future.

Adjusted EBITDA is a segment measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. See Note 12 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information.

Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to applicable GAAP income measures are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented below as they provide additional relevant and useful information to investors and other users of TDS’ financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains and losses, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income or Income before income taxes and Operating income. Income tax expense is not provided at the individual segment level for Wireline and Cable. TDS calculates income tax expense (benefit) for TDS Telecom in total.



	Three Months Ended June 30,				Six Months Ended June 30,
TDS - CONSOLIDATED	2020		2019		2020			2019
(Dollars in millions)
Net income (GAAP)	$	78	$	39	$	161		$	109
Add back:
Income tax expense	8		16		12			50
Interest expense	38		43		75			86
Depreciation, amortization and accretion	236		234		470			460
EBITDA (Non-GAAP)	360		332		718			705
Add back or deduct:
(Gain) loss on asset disposals, net	4		5		8			—
(Gain) loss on sale of business and other exit costs, net	—		—		—			(2		)
(Gain) loss on license sales and exchanges, net	—		—		—			(2		)
Adjusted EBITDA (Non-GAAP)	364		337		726			701
Deduct:
Equity in earnings of unconsolidated entities	44		41		90			85
Interest and dividend income	2		9		8			17
Other, net	—		—		(1		)	1
Adjusted OIBDA (Non-GAAP)	318		287		629			598
Deduct:
Depreciation, amortization and accretion	236		234		470			460
(Gain) loss on asset disposals, net	4		5		8			—
(Gain) loss on sale of business and other exit costs, net	—		—		—			(2		)
(Gain) loss on license sales and exchanges, net	—		—		—			(2		)
Operating income (GAAP)	$	78	$	48	$	151		$	142

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	Three Months Ended June 30,				Six Months Ended June 30,
U.S. CELLULAR	2020		2019		2020		2019
(Dollars in millions)
Net income (GAAP)	$	69	$	32	$	141	$	90
Add back:
Income tax expense	4		14		8		41
Interest expense	25		29		49		58
Depreciation, amortization and accretion	178		177		354		345
EBITDA (Non-GAAP)	276		252		552		534
Add back or deduct:
(Gain) loss on asset disposals, net	4		5		8		7
(Gain) loss on sale of business and other exit costs, net	—		—		—		(2		)
(Gain) loss on license sales and exchanges, net	—		—		—		(2		)
Adjusted EBITDA (Non-GAAP)	280		257		560		537
Deduct:
Equity in earnings of unconsolidated entities	44		40		89		84
Interest and dividend income	1		5		5		11
Other, net	—		—		—		(1		)
Adjusted OIBDA (Non-GAAP)	235		212		466		443
Deduct:
Depreciation, amortization and accretion	178		177		354		345
(Gain) loss on asset disposals, net	4		5		8		7
(Gain) loss on sale of business and other exit costs, net	—		—		—		(2		)
(Gain) loss on license sales and exchanges, net	—		—		—		(2		)
Operating income (GAAP)	$	53	$	30	$	104	$	95



	Three Months Ended June 30,						Six Months Ended June 30,
TDS TELECOM	2020			2019			2020			2019
(Dollars in millions)
Net income (GAAP)	$	28		$	25		$	56		$	56
Add back:
Income tax expense	5			8			8			18
Interest expense	(1		)	(1		)	(2		)	(1		)
Depreciation, amortization and accretion	51			50			103			100
EBITDA (Non-GAAP)	83			82			165			173
Add back or deduct:
(Gain) loss on asset disposals, net	—			(1		)	—			(8		)
Adjusted EBITDA (Non-GAAP)	83			82			165			165
Deduct:
Interest and dividend income	1			3			4			6
Other, net	—			—			(1		)	—
Adjusted OIBDA (Non-GAAP)	82			78			162			159
Deduct:
Depreciation, amortization and accretion	51			50			103			100
(Gain) loss on asset disposals, net	—			(1		)	—			(8		)
Operating income (GAAP)	$	31		$	29		$	59		$	66

Numbers may not foot due to rounding.

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	Three Months Ended June 30,						Six Months Ended June 30,
WIRELINE	2020			2019			2020			2019
(Dollars in millions)
Income before income taxes (GAAP)	$	28		$	30		$	55		$	68
Add back:
Interest expense	(1		)	(1		)	(2		)	(1		)
Depreciation, amortization and accretion	32			33			64			66
EBITDA (Non-GAAP)	59			62			116			133
Add back or deduct:
(Gain) loss on asset disposals, net	—			(1		)	—			(8		)
Adjusted EBITDA (Non-GAAP)	59			62			116			125
Deduct:
Interest and dividend income	1			3			3			5
Other, net	—			—			(1		)	—
Adjusted OIBDA (Non-GAAP)	58			59			114			119
Deduct:
Depreciation, amortization and accretion	32			33			64			66
(Gain) loss on asset disposals, net	—			(1		)	—			(8		)
Operating income (GAAP)	$	27		$	27		$	50		$	61

Numbers may not foot due to rounding.



	Three Months Ended June 30,				Six Months Ended June 30,
CABLE	2020		2019		2020		2019
(Dollars in millions)
Income before income taxes (GAAP)	$	4	$	3	$	10	$	6
Add back:
Depreciation, amortization and accretion	20		17		39		34
EBITDA (Non-GAAP)	24		20		49		40
Add back or deduct:
(Gain) loss on asset disposals, net	—		—		—		1
Adjusted EBITDA (Non-GAAP)	24		20		49		40
Deduct:
Interest and dividend income	—		—		1		1
Adjusted OIBDA (Non-GAAP)	24		20		49		39
Deduct:
Depreciation, amortization and accretion	20		17		39		34
(Gain) loss on asset disposals, net	—		—		—		1
Operating income (GAAP)	$	4	$	2	$	9	$	5

Numbers may not foot due to rounding.

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Free Cash Flow

The following table presents Free cash flow, which is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment. Free cash flow is a non-GAAP financial measure which TDS believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment.



	Six Months Ended June 30,
	2020		2019
(Dollars in millions)
Cash flows from operating activities (GAAP)	$	806	$	592
Less: Cash paid for additions to property, plant and equipment	610		393
Free cash flow (Non-GAAP)	$	196	$	199

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Application of Critical Accounting Policies and Estimates

TDS prepares its consolidated financial statements in accordance with GAAP. TDS’ significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements, Note 2 — Revenue Recognition and Note 11 — Leases in the Notes to Consolidated Financial Statements and TDS’ Application of Critical Accounting Policies and Estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are included in TDS’ Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

See Note 1 — Basis of Presentation in the Notes to Consolidated Financial Statements for information on recent accounting pronouncements.

Regulatory Matters

5G Fund

Issuance of a Notice of Proposed Rulemaking (NPRM) was approved at the FCC's Open Meeting on April 23, 2020, seeking comment on a proposal to create a new fund for 5G deployment in rural areas. The proposal includes a 5G fund for rural areas, which would be implemented through a two-phase competitive process, using multi-round auctions to award support to the provider willing to serve each area at required performance levels for the lowest amount of support. The proposed funding is $9 billion to be disbursed over ten years. The proposal seeks comments on the timing for the auction, the approach for determining eligible areas, minimum speed requirements, and a transition plan from legacy support to 5G fund support. The NPRM proposes that the 5G fund be in lieu of the previously proposed fund (the Phase II Connect America Mobility Fund) for the development of 4G LTE.

U.S. Cellular cannot predict at this time when the 5G fund auction will occur, if ever, when the phase down period for its existing legacy support from the Federal USF will commence, or whether the 5G fund auction will provide opportunities to U.S. Cellular to offset any loss in existing support.

FCC Rulemaking - Restoring Internet Freedom

In December 2017, the FCC approved rules reversing or revising decisions made in the FCC’s 2015 Open Internet and Title II Order (Restoring Internet Freedom). The 2017 action reversed the FCC’s 2015 decision to reclassify Broadband Internet Access Services as telecommunications services subject to regulation under Title II of the Telecommunications Act. The 2017 action also reversed the FCC’s 2015 restrictions on blocking, throttling and paid prioritization, and modified transparency rules relating to such practices. Several parties filed suit in federal court challenging the 2017 actions. On October 1, 2019, the Court of Appeals for the D.C. Circuit issued an order reaffirming the FCC in most respects, but limiting the FCC's ability to preempt state and local net neutrality laws. On February 19, 2020, the FCC issued a Public Notice seeking comment on three issues under further consideration by the FCC based on a recent D.C. Circuit decision.

A number of states, including certain states in which TDS operates, have adopted or considered laws intended to reinstate aspects of the foregoing net neutrality regulations that were reversed or revised by the FCC in 2017. To the extent such laws are enacted, it is expected that legal proceedings will be pursued challenging such laws, subject now to the DC Circuit ruling limiting the FCC's preemptive authority in this matter. TDS cannot predict the outcome of these proceedings or the impact on its business.

Spectrum Auctions

On July 11, 2019, the FCC released a Public Notice establishing procedures for an auction offering wireless spectrum licenses in the 37, 39 and 47 GHz bands (Auction 103). On March 12, 2020, the FCC announced by public notice that U.S. Cellular was the provisional winning bidder for 237 wireless spectrum licenses for a purchase price of $146 million. In June 2020, the wireless spectrum licenses from Auction 103 were granted by the FCC.

On March 2, 2020, the FCC released a Public Notice establishing procedures for an auction offering wireless spectrum licenses in the 3.5 GHz band (Auction 105). On May 5, 2020, U.S. Cellular filed an application to participate in Auction 105 and on July 1, 2020, the FCC announced that U.S. Cellular was a qualified bidder for the auction. Bidding commenced on July 23, 2020.

Rural Digital Opportunity Fund

On January 30, 2020, the FCC adopted the Rural Digital Opportunity Fund Report and Order, which establishes the framework for the Rural Digital Opportunity Fund (Auction 904). Auction 904 is a two phase reverse auction to provide funding for high speed fixed broadband service in underserved rural areas. Phase I is scheduled to begin on October 29, 2020. On July 15, 2020, U.S. Cellular filed an application to participate in Auction 904.

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Private Securities Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2019 and in this Form 10-Q. Each of the following risks could have a material adverse effect on TDS’ business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in TDS’ Form 10-K for the year ended December 31, 2019, the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to TDS’ business, financial condition or results of operations.


▪	The impact of the COVID-19 pandemic on TDS' business is uncertain, but depending on its duration and severity it could have a material adverse effect on TDS' business, financial condition or results of operations.


▪	Intense competition in the markets in which TDS operates could adversely affect TDS’ revenues or increase its costs to compete.


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

▪

Uncertainty in TDS’ future cash flow and liquidity or the inability 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 amount of wireless spectrum licenses acquired, and/or reduce or cease share repurchases and/or the payment of dividends.


▪	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.


▪	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.


▪	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.


▪	To the extent conducted by the FCC, TDS may participate in FCC auctions for additional spectrum or for funding in certain Universal Service programs 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.


▪	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.


▪	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 TDS' business, financial condition or results of operations.


▪	TDS’ assets and revenue are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.


▪	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.

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▪	Changes in various business factors, including changes in demand, consumer 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.


▪	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.


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


▪	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.

▪

Changes in TDS’ enterprise value, changes in the market supply or demand for wireless spectrum 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 wireless spectrum licenses, goodwill, franchise rights and/or physical assets or require re-evaluation of the indefinite-lived nature of such assets.


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


▪	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.


▪	Difficulties involving third parties with which TDS does business, including changes in TDS’ relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retailers who market TDS’ services, could adversely affect TDS’ business, financial condition or results of operations.


▪	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.


▪	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.


▪	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.


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

▪

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.


▪	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.

▪

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.


▪	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.


▪	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 or have other consequences.


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


▪	Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from TDS’ forward-looking estimates by a material amount.

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Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in TDS’ Annual Report on Form 10-K for the year ended December 31, 2019, which could materially affect TDS’ business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2019, may not be the only risks that could affect TDS. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect TDS’ business, financial condition and/or operating results. Subject to the foregoing and other than the risk factor set forth below, TDS has not identified for disclosure any material changes to the risk factors as previously disclosed in TDS’ Annual Report on Form 10-K for the year ended December 31, 2019.

The impact of the COVID-19 pandemic on TDS' business is uncertain, but depending on its duration and severity it could have a material adverse effect on TDS' business, financial condition or results of operations.

The impact of the recent global spread of COVID-19 on TDS' future operations is uncertain. Public health emergencies, such as COVID-19, pose the risk that TDS 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. TDS' ability to attract customers, maintain an adequate supply chain and execute on its business strategies and initiatives could be negatively impacted by this outbreak. Additionally, COVID-19 has caused and could continue to cause increased unemployment, economic downturn and credit market deterioration, all of which could negatively impact TDS. The extent of the impact of COVID-19 on TDS' business, financial condition and results of operations will depend on future circumstances, including the severity of the disease, the duration of the outbreak, actions taken by governmental authorities and other possible direct and indirect consequences, all of which are uncertain and cannot be predicted.

Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Refer to the disclosure under Market Risk in TDS’ Form 10-K for the year ended December 31, 2019, for additional information, including information regarding required principal payments and the weighted average interest rates related to TDS’ Long-term debt. There have been no material changes to such information between December 31, 2019 and June 30, 2020. In March 2020, TDS borrowed $50 million under its senior term loan credit agreement. In April 2020, U.S. Cellular borrowed $125 million under its receivables securitization agreement.

See Note 3 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of TDS’ Long-term debt as of June 30, 2020.

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Financial Statements

Telephone and Data Systems, Inc.

Consolidated Statement of Operations

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
(Dollars and shares in millions, except per share amounts)
Operating revenues
Service	$	1,016		$	1,013		$	2,042		$	2,008
Equipment and product sales	247			248			482			510
Total operating revenues	1,263			1,261			2,524			2,518

Operating expenses
Cost of services (excluding Depreciation, amortization and accretion reported below)	306			304			599			588
Cost of equipment and products	241			249			487			513
Selling, general and administrative	398			421			809			819
Depreciation, amortization and accretion	236			234			470			460
(Gain) loss on asset disposals, net	4			5			8			—
(Gain) loss on sale of business and other exit costs, net	—			—			—			(2		)
(Gain) loss on license sales and exchanges, net	—			—			—			(2		)
Total operating expenses	1,185			1,213			2,373			2,376

Operating income	78			48			151			142

Investment and other income (expense)
Equity in earnings of unconsolidated entities	44			41			90			85
Interest and dividend income	2			9			8			17
Interest expense	(38		)	(43		)	(75		)	(86		)
Other, net	—			—			(1		)	1
Total investment and other income	8			7			22			17

Income before income taxes	86			55			173			159
Income tax expense	8			16			12			50
Net income	78			39			161			109
Less: Net income attributable to noncontrolling interests, net of tax	13			6			26			17
Net income attributable to TDS shareholders	$	65		$	33		$	135		$	92

Basic weighted average shares outstanding	114			114			115			114
Basic earnings per share attributable to TDS shareholders	$	0.57		$	0.29		$	1.18		$	0.81

Diluted weighted average shares outstanding	115			116			115			116
Diluted earnings per share attributable to TDS shareholders	$	0.56		$	0.28		$	1.15		$	0.78

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Comprehensive Income

(Unaudited)



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
(Dollars in millions)
Net income	$	78	$	39	$	161	$	109
Net change in accumulated other comprehensive income
Change related to retirement plan
Amounts included in net periodic benefit cost for the period
Amortization of prior service cost	1		—		2		—
Comprehensive income	79		39		163		109
Less: Net income attributable to noncontrolling interests, net of tax	13		6		26		17
Comprehensive income attributable to TDS shareholders	$	66	$	33	$	137	$	92

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Cash Flows

(Unaudited)



	Six Months Ended June 30,
	2020			2019
(Dollars in millions)
Cash flows from operating activities
Net income	$	161		$	109
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion	470			460
Bad debts expense	48			50
Stock-based compensation expense	25			33
Deferred income taxes, net	150			40
Equity in earnings of unconsolidated entities	(90		)	(85		)
Distributions from unconsolidated entities	91			76
(Gain) loss on asset disposals, net	8			—
(Gain) loss on sale of business and other exit costs, net	—			(2		)
(Gain) loss on license sales and exchanges, net	—			(2		)
Other operating activities	1			3
Changes in assets and liabilities from operations
Accounts receivable	21			(2		)
Equipment installment plans receivable	22			(11		)
Inventory	15			(4		)
Accounts payable	49			(9		)
Customer deposits and deferred revenues	(8		)	8
Accrued taxes	(115		)	2
Accrued interest	—			2
Other assets and liabilities	(42		)	(76		)
Net cash provided by operating activities	806			592

Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(610		)	(393		)
Cash paid for licenses	(144		)	(255		)
Cash received from investments	1			11
Cash paid for investments	(1		)	(11		)
Cash received from divestitures and exchanges	1			32
Advance payments for license acquisitions	(16		)	—
Net cash used in investing activities	(769		)	(616		)

Cash flows from financing activities
Issuance of long-term debt	175			—
Repayment of long-term debt	(5		)	(11		)
TDS Common Shares reissued for benefit plans, net of tax payments	(3		)	(6		)
U.S. Cellular Common Shares reissued for benefit plans, net of tax payments	(8		)	(8		)
Repurchase of TDS Common Shares	(14		)	—
Repurchase of U.S. Cellular Common Shares	(23		)	—
Dividends paid to TDS shareholders	(39		)	(38		)
Payment of debt issuance costs	(7		)	—
Distributions to noncontrolling interests	(1		)	(2		)
Other financing activities	—			3
Net cash provided by (used in) financing activities	75			(62		)

Net increase (decrease) in cash, cash equivalents and restricted cash	112			(86		)

Cash, cash equivalents and restricted cash
Beginning of period	474			927
End of period	$	586		$	841

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Assets

(Unaudited)



	June 30, 2020		December 31, 2019
(Dollars in millions)
Current assets
Cash and cash equivalents	$	565	$	465
Accounts receivable
Customers and agents, less allowances of $76 and $74, respectively	958		1,005
Other, less allowances of $2 and $2, respectively	106		119
Inventory, net	152		169
Prepaid expenses	106		98
Income taxes receivable	160		36
Other current assets	39		29
Total current assets	2,086		1,921

Licenses	2,630		2,480

Goodwill	547		547

Other intangible assets, net of accumulated amortization of $176 and $167, respectively	226		239

Investments in unconsolidated entities	486		488

Property, plant and equipment
In service and under construction	13,160		12,864
Less: Accumulated depreciation and amortization	9,545		9,337
Property, plant and equipment, net	3,615		3,527

Operating lease right-of-use assets	985		972

Other assets and deferred charges	586		607

Total assets¹	$	11,161	$	10,781

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Balance Sheet — Liabilities and Equity

(Unaudited)



	June 30, 2020			December 31, 2019
(Dollars and shares in millions, except per share amounts)
Current liabilities
Current portion of long-term debt	$	5		$	10
Accounts payable	349			374
Customer deposits and deferred revenues	181			189
Accrued interest	11			11
Accrued taxes	41			41
Accrued compensation	85			121
Short-term operating lease liabilities	124			116
Other current liabilities	86			100
Total current liabilities	882			962

Deferred liabilities and credits
Deferred income tax liability, net	825			676
Long-term operating lease liabilities	938			931
Other deferred liabilities and credits	515			481

Long-term debt, net	2,487			2,316

Commitments and contingencies

Noncontrolling interests with redemption features	11			11

Equity
TDS shareholders’ equity
Series A Common and Common Shares
Authorized 290 shares (25 Series A Common and 265 Common Shares)
Issued 133 shares (7 Series A Common and 126 Common Shares)
Outstanding 114 shares (7 Series A Common and 107 Common Shares) and 115 shares (7 Series A Common and 108 Common Shares), respectively
Par Value ($.01 per share)	1			1
Capital in excess of par value	2,472			2,468
Treasury shares, at cost, 19 and 18 Common Shares, respectively	(479		)	(479		)
Accumulated other comprehensive loss	(7		)	(9		)
Retained earnings	2,751			2,672
Total TDS shareholders' equity	4,738			4,653

Noncontrolling interests	765			751

Total equity	5,503			5,404

Total liabilities and equity¹	$	11,161		$	10,781

The accompanying notes are an integral part of these consolidated financial statements.

The consolidated total assets as of June 30, 2020 and December 31, 2019, include assets held by consolidated variable interest entities (VIEs) of $1,085 million and $915 million, respectively, which are not available to be used to settle the obligations of TDS. The consolidated total liabilities as of June 30, 2020 and December 31, 2019, include certain liabilities of consolidated VIEs of $19 million and $20 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of TDS. See Note 10 — Variable Interest Entities for additional information.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)



	TDS Shareholders
	Series A Common and Common shares		Capital in excess of par value			Treasury shares			Accumulated other comprehensive income (loss)			Retained earnings			Total TDS shareholders' equity			Noncontrolling interests		Total equity
(Dollars in millions)
March 31, 2020	$	1	$	2,489		$	(480	)	$	(8	)	$	2,718		$	4,720		$	729	$	5,449
Cumulative effect of accounting change	—		—			—			—			(1		)	(1		)	—		(1		)
Net income attributable to TDS shareholders	—		—			—			—			65			65			—		65
Net income attributable to noncontrolling interests classified as equity	—		—			—			—			—			—			13		13
Other comprehensive loss	—		—			—			1			—			1			—		1
TDS Common and Series A Common share dividends ($0.170 per share)	—		—			—			—			(20		)	(20		)	—		(20		)
Repurchase of Common Shares	—		—			(8		)	—			—			(8		)	—		(8		)
Incentive and compensation plans	—		—			9			—			(11		)	(2		)	—		(2		)
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans	—		(22		)	—			—			—			(22		)	23		1
Stock-based compensation awards	—		5			—			—			—			5			—		5
June 30, 2020	$	1	$	2,472		$	(479	)	$	(7	)	$	2,751		$	4,738		$	765	$	5,503

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)



	TDS Shareholders
	Series A Common and Common shares		Capital in excess of par value			Treasury shares			Accumulated other comprehensive income (loss)			Retained earnings			Total TDS shareholders' equity			Noncontrolling interests			Total equity
(Dollars in millions)
March 31, 2019	$	1	$	2,442		$	(505	)	$	(10	)	$	2,683		$	4,611		$	746		$	5,357
Cumulative effect of accounting changes	—		—			—			—			2			2			—			2
Net income attributable to TDS shareholders	—		—			—			—			33			33			—			33
Net income attributable to noncontrolling interests classified as equity	—		—			—			—			—			—			6			6
TDS Common and Series A Common share dividends ($0.165 per share)	—		—			—			—			(19		)	(19		)	—			(19		)
Dividend reinvestment plan	—		—			6			—			(1		)	5			—			5
Incentive and compensation plans	—		—			11			—			(14		)	(3		)	—			(3		)
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans	—		(8		)	—			—			—			(8		)	17			9
Stock-based compensation awards	—		4			—			—			—			4			—			4
Distributions to noncontrolling interests	—		—			—			—			—			—			(1		)	(1		)
June 30, 2019	$	1	$	2,438		$	(488	)	$	(10	)	$	2,684		$	4,625		$	768		$	5,393

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)



	TDS Shareholders
	Series A Common and Common shares		Capital in excess of par value			Treasury shares			Accumulated other comprehensive income (loss)			Retained earnings			Total TDS shareholders' equity			Noncontrolling interests			Total equity
(Dollars in millions)
December 31, 2019	$	1	$	2,468		$	(479	)	$	(9	)	$	2,672		$	4,653		$	751		$	5,404
Cumulative effect of accounting changes	—		—			—			—			(1		)	(1		)	—			(1		)
Net income attributable to TDS shareholders	—		—			—			—			135			135			—			135
Net income attributable to noncontrolling interests classified as equity	—		—			—			—			—			—			26			26
Other comprehensive loss	—		—			—			2			—			2			—			2
TDS Common and Series A Common share dividends ($0.340 per share)	—		—			—			—			(39		)	(39		)	—			(39		)
Repurchase of Common Shares	—		—			(14		)	—			—			(14		)	—			(14		)
Dividend reinvestment plan	—		—			1			—			—			1			—			1
Incentive and compensation plans	—		—			13			—			(16		)	(3		)	—			(3		)
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans	—		(4		)	—			—			—			(4		)	(11		)	(15		)
Stock-based compensation awards	—		8			—			—			—			8			—			8
Distributions to noncontrolling interests	—		—			—			—			—			—			(1		)	(1		)
June 30, 2020	$	1	$	2,472		$	(479	)	$	(7	)	$	2,751		$	4,738		$	765		$	5,503

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)



	TDS Shareholders
	Series A Common and Common shares		Capital in excess of par value			Treasury shares			Accumulated other comprehensive income (loss)			Retained earnings			Total TDS shareholders' equity			Noncontrolling interests			Total equity
(Dollars in millions)
December 31, 2018	$	1	$	2,432		$	(519	)	$	(10	)	$	2,656		$	4,560		$	733		$	5,293
Cumulative effect of accounting changes	—		—			—			—			2			2			—			2
Net income attributable to TDS shareholders	—		—			—			—			92			92			—			92
Net income attributable to noncontrolling interests classified as equity	—		—			—			—			—			—			17			17
TDS Common and Series A Common share dividends ($0.330 per share)	—		—			—			—			(38		)	(38		)	—			(38		)
Dividend reinvestment plan	—		—			11			—			(2		)	9			—			9
Incentive and compensation plans	—		—			20			—			(26		)	(6		)	—			(6		)
Adjust investment in subsidiaries for repurchases, issuances and other compensation plans	—		(2		)	—			—			—			(2		)	20			18
Stock-based compensation awards	—		8			—			—			—			8			—			8
Distributions to noncontrolling interests	—		—			—			—			—			—			(2		)	(2		)
June 30, 2019	$	1	$	2,438		$	(488	)	$	(10	)	$	2,684		$	4,625		$	768		$	5,393

The accompanying notes are an integral part of these consolidated financial statements.

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Telephone and Data Systems, Inc.

Notes to Consolidated Financial Statements

Note 1 Basis of Presentation

The accounting policies of Telephone and Data Systems, Inc. (TDS) conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of TDS and subsidiaries in which it has a controlling financial interest, including TDS’ 82%-owned subsidiary, United States Cellular Corporation (U.S. Cellular) and TDS’ wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). In addition, the consolidated financial statements include certain entities in which TDS has a variable interest that requires consolidation under GAAP. Intercompany accounts and transactions have been eliminated.

TDS’ business segments reflected in this Quarterly Report on Form 10-Q for the period ended June 30, 2020, are U.S. Cellular, Wireline, and Cable. TDS’ non-reportable other business activities are presented as “Corporate, Eliminations and Other”, which includes the operations of TDS’ wholly-owned hosted and managed services (HMS) subsidiary, which operates under the OneNeck IT Solutions brand, and its wholly-owned subsidiary Suttle-Straus, Inc. (Suttle-Straus). HMS’ and Suttle-Straus’ financial results were not significant to TDS’ operations. All of TDS’ segments operate only in the United States. See Note 12 — Business Segment Information for summary financial information on each business segment.

The unaudited consolidated financial statements included herein have been prepared by TDS pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, TDS believes that the disclosures included herein are adequate to make the information presented not misleading. Certain numbers included herein are rounded to millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2019.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of TDS’ financial position as of June 30, 2020 and December 31, 2019 and its results of operations, comprehensive income and changes in equity for the three and six months ended June 30, 2020 and 2019, and its cash flows for the six months ended June 30, 2020 and 2019. These results are not necessarily indicative of the results to be expected for the full year. TDS has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2019 except as noted below for the estimation of credit losses.

Restricted Cash

TDS presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows as of June 30, 2020 and December 31, 2019.



	June 30, 2020		December 31, 2019
(Dollars in millions)
Cash and cash equivalents	$	565	$	465
Restricted cash included in Other current assets	21		9
Cash, cash equivalents and restricted cash in the statement of cash flows	$	586	$	474

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments and subsequently amended the standard with additional Accounting Standards Updates, collectively referred to as ASC 326. This standard requires entities to use a new forward-looking, expected loss model to estimate credit losses and requires additional disclosures relating to the credit quality of trade and other receivables. TDS adopted the provisions of ASC 326 on January 1, 2020, using a modified retrospective method. Under this method, TDS applied the new accounting standard only to the most recent period presented, recognizing the cumulative effect of the accounting change, if any, as an adjustment to the beginning balance of retained earnings. Accordingly, prior periods have not been recast to reflect the new accounting standard. The cumulative effect of applying the provisions of ASC 326 had no material impact on retained earnings.

Table of Contents

U.S. Cellular’s accounts receivable consist primarily of amounts owed by customers for wireless services and equipment sales, including sales of certain devices and accessories under installment plans, by agents and third-party distributors for sales of equipment to them, by third party vendors and by other wireless carriers whose customers have used U.S. Cellular’s wireless systems.

TDS Telecom’s accounts receivable primarily consist of amounts owed by customers for services and products provided, by state and federal governments for grants and support funds, and by interexchange carriers for long-distance and data traffic, which TDS Telecom carries on its network.

TDS estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability. Expected credit losses are determined for each pool of accounts receivable balances that share similar risk characteristics. The allowance for doubtful accounts is the best estimate of the amount of expected credit losses related to existing accounts receivable. TDS does not have any off-balance sheet credit exposure related to its customers.

In August 2018, the FASB issued Accounting Standards Update 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the existing guidance for capitalizing implementation costs for an arrangement that has a software license. The service element of a hosting arrangement will continue to be expensed as incurred. Any capitalized implementation costs will be amortized over the period of the service contract. TDS' hosting arrangements that are service contracts consist primarily of software used to perform administrative functions. TDS adopted ASU 2018-15 on January 1, 2020, using the prospective method. The adoption of ASU 2018-15 did not have a significant impact on TDS' financial position or results of operations.

Note 2 Revenue Recognition

Disaggregation of Revenue

In the following table, TDS' revenues are disaggregated by type of service, which represents the relevant categorization of revenues for TDS' reportable segments, and timing of recognition. Service revenues are recognized over time and Equipment sales are point in time.



			TDS Telecom
Three Months Ended June 30, 2020	U.S. Cellular		Wireline		Cable		TDS Telecom Total¹		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	658	$	—	$	—	$	—	$	—	$	658
Inbound roaming	41		—		—		—		—		41
Residential	—		85		60		145		—		145
Commercial	—		38		11		49		—		49
Wholesale	—		45		—		45		—		45
Other service	35		—		—		—		17		52
Service revenues from contracts with customers	734		169		71		239		17		990
Equipment and product sales	220		—		—		—		27		247
Total revenues from contracts with customers	954		169		71		240		43		1,237
Operating lease income	19		1		—		1		6		26
Total operating revenues	$	973	$	169	$	71	$	241	$	49	$	1,263

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			TDS Telecom
Three Months Ended June 30, 2019	U.S. Cellular		Wireline		Cable		TDS Telecom Total¹		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	662	$	—	$	—	$	—	$	—	$	662
Inbound roaming	44		—		—		—		—		44
Residential	—		81		51		131		—		131
Commercial	—		42		11		54		—		54
Wholesale	—		48		—		48		—		48
Other service	35		—		—		—		16		51
Service revenues from contracts with customers	741		172		62		233		16		990
Equipment and product sales	216		—		—		—		32		248
Total revenues from contracts with customers	957		172		62		233		48		1,238
Operating lease income	16		—		—		—		7		23
Total operating revenues	$	973	$	172	$	62	$	233	$	55	$	1,261



			TDS Telecom
Six Months Ended June 30, 2020	U.S. Cellular		Wireline		Cable		TDS Telecom Total¹		Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	1,329	$	—	$	—	$	—	$	—	$	1,329
Inbound roaming	77		—		—		—		—		77
Residential	—		170		119		289		—		289
Commercial	—		77		22		99		—		99
Wholesale	—		91		—		91		—		91
Other service	71		—		—		—		35		106
Service revenues from contracts with customers	1,477		338		141		479		35		1,990
Equipment and product sales	422		—		—		1		59		482
Total revenues from contracts with customers	1,899		338		142		479		94		2,472
Operating lease income	38		1		1		2		12		52
Total operating revenues	$	1,937	$	339	$	142	$	481	$	106	$	2,524

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			TDS Telecom
Six Months Ended June 30, 2019	U.S. Cellular		Wireline		Cable		TDS Telecom Total¹			Corporate, Eliminations and Other		Total
(Dollars in millions)
Revenues from contracts with customers:
Type of service:
Retail service	$	1,322	$	—	$	—	$	—		$	—	$	1,322
Inbound roaming	78		—		—		—			—		78
Residential	—		162		100		262			—		262
Commercial	—		86		21		107			—		107
Wholesale	—		94		—		94			—		94
Other service	66		—		—		(1		)	35		100
Service revenues from contracts with customers	1,466		342		121		462			35		1,963
Equipment and product sales	441		1		—		1			68		510
Total revenues from contracts with customers	1,907		342		121		463			103		2,473
Operating lease income	32		—		—		1			12		45
Total operating revenues	$	1,939	$	343	$	121	$	464		$	115	$	2,518

Numbers may not foot due to rounding.


¹	TDS Telecom Total includes eliminations between the Wireline and Cable segments.

Contract Balances

The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.



	June 30, 2020		December 31, 2019
(Dollars in millions)
Contract assets	$	11	$	10
Contract liabilities	$	195	$	197

Revenue recognized related to contract liabilities existing at January 1, 2020 was $145 million for the six months ended June 30, 2020.

Transaction price allocated to the remaining performance obligations

The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. These estimates represent service revenues to be recognized when services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers. These estimates are based on contracts in place as of June 30, 2020 and may vary from actual results. As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates.



	Service Revenues
(Dollars in millions)
Remainder of 2020	$	261
2021	217
Thereafter	234
Total	$	712

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Contract Cost Assets

TDS expects that commission fees paid as a result of obtaining contracts are recoverable and, therefore, TDS defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. TDS also incurs fulfillment costs, such as installation costs, where there is an expectation that a future benefit will be realized. Deferred commission fees and fulfillment costs are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Contract cost asset balances, which are recorded in Other assets and deferred charges in the Consolidated Balance Sheet, were as follows:



	June 30, 2020		December 31, 2019
(Dollars in millions)
Costs to obtain contracts
Sales commissions	$	137	$	146
Fulfillment costs
Installation costs	10		11
Other costs	1		—
Total contract cost assets	$	148	$	157

Amortization of contract cost assets was $30 million and $61 million for the three and six months ended June 30, 2020, respectively, and $32 million and $64 million for the three and six months ended June 30, 2019, respectively, and was included in Selling, general and administrative expenses and Cost of services expenses.

Note 3 Fair Value Measurements

As of June 30, 2020 and December 31, 2019, TDS did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.

The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.

TDS has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.



	Level within the Fair Value Hierarchy	June 30, 2020				December 31, 2019
	Level within the Fair Value Hierarchy	Book Value		Fair Value		Book Value		Fair Value
(Dollars in millions)
Cash and cash equivalents	1	$	565	$	565	$	465	$	465
Long-term debt
Retail	2	1,753		1,732		1,753		1,796
Institutional	2	535		630		534		594
Other	2	259		258		84		84

The fair values of Cash and cash equivalents and Short-term investments approximate their book values due to the short-term nature of these financial instruments. Long-term debt excludes lease obligations, other installment arrangements, the current portion of Long-term debt and debt financing costs. The fair value of “Retail” Long-term debt was estimated using market prices for TDS’ 7.0% Senior Notes, 6.875% Senior Notes, 6.625% Senior Notes and 5.875% Senior Notes, and U.S. Cellular’s 7.25% 2063 Senior Notes, 7.25% 2064 Senior Notes and 6.95% Senior Notes. TDS’ “Institutional” debt consists of U.S. Cellular’s 6.7% Senior Notes which are traded over the counter. TDS’ “Other” debt consists of senior term loan credit agreements, receivables securitization agreement and other borrowings with financial institutions. TDS estimated the fair value of its Institutional and Other debt through a discounted cash flow analysis using the interest rates or estimated yield to maturity for each borrowing, which ranged from 1.77% to 6.63% and 3.55% to 6.25% at June 30, 2020 and December 31, 2019, respectively.

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Note 4 Equipment Installment Plans

U.S. Cellular sells devices to customers under equipment installment plans over a specified time period. For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.

The following table summarizes equipment installment plan receivables as of June 30, 2020 and December 31, 2019.



	June 30, 2020			December 31, 2019
(Dollars in millions)
Equipment installment plan receivables, gross	$	948		$	1,008
Allowance for credit losses	(82		)	(84		)
Equipment installment plan receivables, net	$	866		$	924

Net balance presented in the Consolidated Balance Sheet as:
Accounts receivable — Customers and agents (Current portion)	$	562		$	587
Other assets and deferred charges (Non-current portion)	304			337
Equipment installment plan receivables, net	$	866		$	924

U.S. Cellular uses various inputs, including internal data, information from credit bureaus and other sources, to evaluate the credit profiles of its customers. From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any. These credit classes are grouped into four credit categories: lowest risk, lower risk, slight risk and higher risk. A customer's assigned credit class is reviewed periodically and a change is made, if appropriate. An equipment installment plan billed amount is considered past due if not paid within 30 days. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:



	June 30, 2020										December 31, 2019
	Lowest Risk		Lower Risk		Slight Risk		Higher Risk		Total		Lowest Risk		Lower Risk		Slight Risk		Higher Risk		Total
(Dollars in millions)
Unbilled	$	764	$	94	$	22	$	10	$	890	$	812	$	99	$	23	$	8	$	942
Billed — current	36		4		1		1		42		37		5		2		1		45
Billed — past due	9		4		2		1		16		11		6		3		1		21
Total	$	809	$	102	$	25	$	12	$	948	$	860	$	110	$	28	$	10	$	1,008

The balance of the equipment installment plan receivables as of June 30, 2020 on a gross basis by year of origination were as follows:



	2017		2018		2019		2020		Total
(Dollars in millions)
Lowest Risk	$	2	$	139	$	408	$	260	$	809
Lower Risk	—		11		51		40		102
Slight Risk	—		2		12		11		25
Higher Risk	—		1		5		6		12
Total	$	2	$	153	$	476	$	317	$	948

Activity for the six months ended June 30, 2020 and 2019, in the allowance for credit losses for equipment installment plan receivables was as follows:



	June 30, 2020			June 30, 2019
(Dollars in millions)
Allowance for credit losses, beginning of period	$	84		$	77
Bad debts expense	33			38
Write-offs, net of recoveries	(35		)	(35		)
Allowance for credit losses, end of period	$	82		$	80

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Note 5 Income Taxes

The effective tax rate on Income before income taxes was 9.6% and 6.9% for the three and six months ended June 30, 2020, respectively, and 28.8% and 31.3%, for the three and six months ended June 30, 2019, respectively. The lower effective tax rate in 2020 as compared to 2019 is due primarily to the income tax benefits of the CARES Act enacted on March 27, 2020.

Note 6 Earnings Per Share

Basic earnings per share attributable to TDS shareholders is computed by dividing Net income attributable to TDS shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings per share attributable to TDS shareholders is computed by dividing Net income attributable to TDS shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units.

The amounts used in computing basic and diluted earnings per share attributable to TDS shareholders were as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020			2019
(Dollars and shares in millions, except per share amounts)
Net income attributable to TDS shareholders used in basic earnings per share	$	65	$	33		$	135		$	92
Adjustments to compute diluted earnings:
Noncontrolling interest adjustment	—		(1		)	(2		)	(1		)
Net income attributable to TDS shareholders used in diluted earnings per share	$	65	$	32		$	133		$	91

Weighted average number of shares used in basic earnings per share:
Common Shares	107		107			108			107
Series A Common Shares	7		7			7			7
Total	114		114			115			114

Effects of dilutive securities	1		2			—			2
Weighted average number of shares used in diluted earnings per share	115		116			115			116

Basic earnings per share attributable to TDS shareholders	$	0.57	$	0.29		$	1.18		$	0.81

Diluted earnings per share attributable to TDS shareholders	$	0.56	$	0.28		$	1.15		$	0.78

Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings per share attributable to TDS shareholders because their effects were antidilutive. The number of such Common Shares excluded was 5 million and 4 million for the three and six months ended June 30, 2020, respectively, and less than 1 million for both the three and six months ended June 30, 2019.

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Note 7 Intangible Assets

Activity related to Licenses for the six months ended June 30, 2020, is presented below:



	Licenses
(Dollars in millions)
Balance at December 31, 2019	$	2,480
Acquisitions	147
Capitalized interest	3
Balance at June 30, 2020	$	2,630

Note 8 Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in entities in which TDS holds a noncontrolling interest. TDS’ Investments in unconsolidated entities are accounted for using either the equity method or measurement alternative method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.



	June 30, 2020		December 31, 2019
(Dollars in millions)
Equity method investments	$	464	$	467
Measurement alternative method investments	22		21
Total investments in unconsolidated entities	$	486	$	488

The following table, which is based on information provided in part by third parties, summarizes the combined results of operations of TDS’ equity method investments.



	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020		2019
(Dollars in millions)
Revenues	$	1,586		$	1,660	$	3,249	$	3,356
Operating expenses	1,098			1,192		2,265		2,413
Operating income	488			468		984		943
Other income (expense), net	(2		)	3		1		(3		)
Net income	$	486		$	471	$	985	$	940

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Note 9 Debt

Term Loan

In March 2020, TDS borrowed $50 million on its senior term loan credit agreement. This agreement was entered into in January 2020 and amended in March 2020. The interest rate on outstanding borrowings is at a rate of LIBOR plus 200 basis points. Principal reductions are due and payable in quarterly installments of $0.5 million beginning in June 2021. The remaining unpaid balance will be due and payable in January 2027. TDS believes that it was in compliance with all of the financial covenants and other requirements set forth in its senior term loan credit agreement as of June 30, 2020.

Receivables Securitization Agreement

In April 2020, U.S. Cellular borrowed $125 million under its receivables securitization agreement, which permits securitized borrowings using its equipment installment plan receivables. The interest rate on outstanding borrowings is at a rate of either LIBOR or applicable cost of funds plus 95 basis points. Absent an extension of the receivables securitization agreement, it will terminate in December 2021, at which time any outstanding borrowings will be repaid over a time period based on the collection of equipment installment plan receivables. U.S. Cellular believes that it was in compliance with all of the financial covenants and other requirements set forth in its receivables securitization agreement as of June 30, 2020. As of June 30, 2020, the USCC Master Note Trust held $239 million of assets available to be pledged as collateral for the receivables securitization agreement.

Note 10 Variable Interest Entities

Consolidated VIEs

TDS consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. TDS reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and TDS’ Form 10-K for the year ended December 31, 2019.

During 2017, U.S. Cellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables. Under a Receivables Sale Agreement, U.S. Cellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer. The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts. The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust. The Trust, which is bankruptcy remote and isolated from the creditors of U.S. Cellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust. Given that U.S. Cellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, U.S. Cellular is deemed to have a controlling financial interest in the SPEs and, therefore, consolidates them. All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables.

The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:


▪	Advantage Spectrum, L.P. (Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum; and


▪	King Street Wireless, L.P. (King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.

These particular VIEs are collectively referred to as designated entities. The power to direct the activities that most significantly impact the economic performance of these VIEs is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships. The general partner of each partnership needs the consent of the limited partner, an indirect TDS subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of these VIEs is shared, TDS has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that TDS is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated.

TDS also consolidates other VIEs that are limited partnerships that provide wireless service. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, U.S. Cellular is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated under the variable interest model.

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The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in TDS’ Consolidated Balance Sheet.



	June 30, 2020		December 31, 2019
(Dollars in millions)
Assets
Cash and cash equivalents	$	18	$	19
Accounts receivable	608		637
Inventory, net	3		5
Other current assets	19		7
Licenses	647		647
Property, plant and equipment, net	98		95
Operating lease right-of-use assets	42		42
Other assets and deferred charges	311		347
Total assets	$	1,746	$	1,799

Liabilities
Current liabilities	$	28	$	30
Long-term operating lease liabilities	38		39
Other deferred liabilities and credits	13		13
Total liabilities	$	79	$	82

Unconsolidated VIEs

TDS manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities and, therefore, does not consolidate them under the variable interest model.

TDS’ total investment in these unconsolidated entities was $5 million at both June 30, 2020 and December 31, 2019, and is included in Investments in unconsolidated entities in TDS’ Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by TDS in those entities.

Other Related Matters

TDS made contributions, loans or advances to its VIEs totaling $88 million and $208 million, during the six months ended June 30, 2020 and 2019, respectively, of which $67 million in 2020 and $184 million in 2019, are related to USCC EIP LLC as discussed above. TDS may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for operations or the development of wireless spectrum licenses granted in various auctions. TDS may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt. There is no assurance that TDS will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

The limited partnership agreement of Advantage Spectrum also provides the general partner with a put option whereby the general partner may require the limited partner, a subsidiary of U.S. Cellular, to purchase its interest in the limited partnership. The general partner’s put option related to its interest in Advantage Spectrum will be exercisable in 2021, and if not exercised at that time, will be exercisable in 2022. The greater of the carrying value of the general partner's investment or the value of the put option, net of any borrowings due to TDS, is recorded as Noncontrolling interests with redemption features in TDS’ Consolidated Balance Sheet. Also in accordance with GAAP, minority share of income or changes in the redemption value of the put option, net of interest accrued on the loans, are recorded as a component of Net income attributable to noncontrolling interests, net of tax, in TDS’ Consolidated Statement of Operations.

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Note 11 Noncontrolling Interests

The following schedule discloses the effects of Net income attributable to TDS shareholders and changes in TDS’ ownership interest in U.S. Cellular on TDS’ equity:



Six Months Ended June 30,	2020			2019
(Dollars in millions)
Net income attributable to TDS shareholders	$	135		$	92
Transfers (to) from noncontrolling interests
Change in TDS' Capital in excess of par value from U.S. Cellular's issuance of U.S. Cellular shares	(32		)	(23		)
Change in TDS' Capital in excess of par value from U.S. Cellular's repurchases of U.S. Cellular shares	14			—
Net transfers (to) from noncontrolling interests	(18		)	(23		)
Changes from net income attributable to TDS shareholders and transfers (to) from noncontrolling interests	$	117		$	69

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Note 12 Business Segment Information

U.S. Cellular and TDS Telecom are billed for services they receive from TDS, consisting primarily of information processing, accounting and finance, and general management services. Such billings are based on expenses specifically identified to U.S. Cellular and TDS Telecom and on allocations of common expenses. Management believes the method used to allocate common expenses is reasonable and that all expenses and costs applicable to U.S. Cellular and TDS Telecom are reflected in the accompanying business segment information on a basis that is representative of what they would have been if U.S. Cellular and TDS Telecom operated on a stand-alone basis.

Financial data for TDS’ reportable segments for the three and six month periods ended, or as of June 30, 2020 and 2019, is as follows. See Note 1 — Basis of Presentation for additional information.



				TDS Telecom
Three Months Ended or as of June 30, 2020	U.S. Cellular			Wireline			Cable		TDS Telecom Total¹			Corporate, Eliminations and Other			Total
(Dollars in millions)
Operating revenues
Service	$	753		$	169		$	71	$	240		$	23		$	1,016
Equipment and product sales	220			—			—		—			27			247
Total operating revenues	973			169			71		241			49			1,263
Cost of services (excluding Depreciation, amortization and accretion reported below)	197			63			30		92			17			306
Cost of equipment and products	218			—			—		—			23			241
Selling, general and administrative	323			48			17		66			9			398
Depreciation, amortization and accretion	178			32			20		51			7			236
(Gain) loss on asset disposals, net	4			—			—		—			—			4
Operating income (loss)	53			27			4		31			(6		)	78
Equity in earnings of unconsolidated entities	44			—			—		—			—			44
Interest and dividend income	1			1			—		1			—			2
Interest expense	(25		)	1			—		1			(14		)	(38		)
Income (loss) before income taxes	73			28			4		33			(20		)	86
Income tax expense (benefit)²	4								5			(1		)	8
Net income (loss)	69								28			(19		)	78
Add back:
Depreciation, amortization and accretion	178			32			20		51			7			236
(Gain) loss on asset disposals, net	4			—			—		—			—			4
Interest expense	25			(1		)	—		(1		)	14			38
Income tax expense (benefit)²	4								5			(1		)	8
Adjusted EBITDA³	$	280		$	59		$	24	$	83		$	1		$	364

Investments in unconsolidated entities	$	445		$	4		$	—	$	4		$	37		$	486
Total assets	$	8,500		$	1,495		$	725	$	2,210		$	451		$	11,161
Capital expenditures	$	168		$	58		$	17	$	75		$	4		$	247

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				TDS Telecom
Three Months Ended or as of June 30, 2019	U.S. Cellular			Wireline			Cable		TDS Telecom Total¹			Corporate, Eliminations and Other			Total
(Dollars in millions)
Operating revenues
Service	$	757		$	172		$	62	$	233		$	23		$	1,013
Equipment and product sales	216			—			—		—			32			248
Total operating revenues	973			172			62		233			55			1,261
Cost of services (excluding Depreciation, amortization and accretion reported below)	193			64			27		91			20			304
Cost of equipment and products	224			—			—		—			25			249
Selling, general and administrative	344			49			15		64			13			421
Depreciation, amortization and accretion	177			33			17		50			7			234
(Gain) loss on asset disposals, net	5			(1		)	—		(1		)	1			5
Operating income (loss)	30			27			2		29			(11		)	48
Equity in earnings of unconsolidated entities	40			—			—		—			1			41
Interest and dividend income	5			3			—		3			1			9
Interest expense	(29		)	1			—		1			(15		)	(43		)
Income (loss) before income taxes	46			30			3		33			(24		)	55
Income tax expense (benefit)²	14								8			(6		)	16
Net income (loss)	32								25			(18		)	39
Add back:
Depreciation, amortization and accretion	177			33			17		50			7			234
(Gain) loss on asset disposals, net	5			(1		)	—		(1		)	1			5
Interest expense	29			(1		)	—		(1		)	15			43
Income tax expense (benefit)²	14								8			(6		)	16
Adjusted EBITDA³	$	257		$	62		$	20	$	82		$	(2	)	$	337

Investments in unconsolidated entities	$	450		$	4		$	—	$	4		$	36		$	490
Total assets	$	8,223		$	1,377		$	641	$	2,009		$	563		$	10,795
Capital expenditures	$	195		$	55		$	15	$	70		$	(1	)	$	264

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				TDS Telecom
Six Months Ended or as of June 30, 2020	U.S. Cellular			Wireline			Cable		TDS Telecom Total¹			Corporate, Eliminations and Other			Total
(Dollars in millions)
Operating revenues
Service	$	1,515		$	338		$	142	$	480		$	47		$	2,042
Equipment and product sales	422			—			—		1			59			482
Total operating revenues	1,937			339			142		481			106			2,524
Cost of services (excluding Depreciation, amortization and accretion reported below)	377			128			60		188			34			599
Cost of equipment and products	435			—			—		—			52			487
Selling, general and administrative	659			97			34		130			20			809
Depreciation, amortization and accretion	354			64			39		103			13			470
(Gain) loss on asset disposals, net	8			—			—		—			—			8
Operating income (loss)	104			50			9		59			(12		)	151
Equity in earnings of unconsolidated entities	89			—			—		—			1			90
Interest and dividend income	5			3			1		4			(1		)	8
Interest expense	(49		)	2			—		2			(28		)	(75		)
Other, net	—			(1		)	—		(1		)	—			(1		)
Income (loss) before income taxes	149			55			10		64			(40		)	173
Income tax expense (benefit)²	8								8			(4		)	12
Net income (loss)	141								56			(36		)	161
Add back:
Depreciation, amortization and accretion	354			64			39		103			13			470
(Gain) loss on asset disposals, net	8			—			—		—			—			8
Interest expense	49			(2		)	—		(2		)	28			75
Income tax expense (benefit)²	8								8			(4		)	12
Adjusted EBITDA³	$	560		$	116		$	49	$	165		$	1		$	726

Capital expenditures	$	405		$	97		$	31	$	128		$	6		$	539

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				TDS Telecom
Six Months Ended or as of June 30, 2019	U.S. Cellular			Wireline			Cable		TDS Telecom Total¹			Corporate, Eliminations and Other			Total
(Dollars in millions)
Operating revenues
Service	$	1,498		$	342		$	121	$	463		$	47		$	2,008
Equipment and product sales	441			1			—		1			68			510
Total operating revenues	1,939			343			121		464			115			2,518
Cost of services (excluding Depreciation, amortization and accretion reported below)	369			127			52		179			40			588
Cost of equipment and products	458			1			—		1			54			513
Selling, general and administrative	669			96			30		125			25			819
Depreciation, amortization and accretion	345			66			34		100			15			460
(Gain) loss on asset disposals, net	7			(8		)	1		(8		)	1			—
(Gain) loss on sale of business and other exit costs, net	(2		)	—			—		—			—			(2		)
(Gain) loss on license sales and exchanges, net	(2		)	—			—		—			—			(2		)
Operating income (loss)	95			61			5		66			(19		)	142
Equity in earnings of unconsolidated entities	84			—			—		—			1			85
Interest and dividend income	11			5			1		6			—			17
Interest expense	(58		)	1			—		1			(29		)	(86		)
Other, net	(1		)	—			—		—			2			1
Income (loss) before income taxes	131			68			6		74			(46		)	159
Income tax expense (benefit)²	41								18			(9		)	50
Net income (loss)	90								56			(37		)	109
Add back:
Depreciation, amortization and accretion	345			66			34		100			15			460
(Gain) loss on asset disposals, net	7			(8		)	1		(8		)	1			—
(Gain) loss on sale of business and other exit costs, net	(2		)	—			—		—			—			(2		)
(Gain) loss on license sales and exchanges, net	(2		)	—			—		—			—			(2		)
Interest expense	58			(1		)	—		(1		)	29			86
Income tax expense (benefit)²	41								18			(9		)	50
Adjusted EBITDA³	$	537		$	125		$	40	$	165		$	(1	)	$	701

Capital expenditures	$	297		$	84		$	28	$	112		$	2		$	411

Numbers may not foot due to rounding.


¹	TDS Telecom Total includes eliminations between the Wireline and Cable segments.


²	Income tax expense (benefit) is not provided at the individual segment level for Wireline and Cable. TDS calculates income tax expense for “TDS Telecom Total".

Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is a segment measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance. Adjusted EBITDA is defined as net income, adjusted for the items set forth in the reconciliation above. TDS believes Adjusted EBITDA is a useful measure of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of TDS' financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management's evaluation of business performance.

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Telephone and Data Systems, Inc.

Additional Required Information

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

TDS maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to TDS’ management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rules 13a-15(b), TDS carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of TDS’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, TDS’ principal executive officer and principal financial officer concluded that TDS' disclosure controls and procedures were effective as of June 30, 2020, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal controls over financial reporting that have occurred during the six months ended June 30, 2020, that have materially affected, or are reasonably likely to materially affect, TDS’ internal control over financial reporting.

Legal Proceedings

In April 2018, the United States Department of Justice (DOJ) notified TDS that it was conducting inquiries of U.S. Cellular and TDS under the federal False Claims Act relating to U.S. Cellular’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. U.S. Cellular is/was a limited partner in several limited partnerships which qualified for the 25% bid credit in each auction. The investigation arose from civil actions under the Federal False Claims Act brought by private parties. In November and December 2019, following the DOJ’s investigation, the DOJ informed TDS and U.S. Cellular that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs filed amended complaints in both actions in the U.S. District Court for the Western District of Oklahoma and are continuing the action on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia. TDS and U.S. Cellular believe that U.S. Cellular’s arrangements with the limited partnerships and the limited partnerships’ participation in the FCC auctions complied with applicable law and FCC rules. At this time, TDS cannot predict the outcome of any proceeding.

Refer to the disclosure under Legal Proceedings in TDS’ Form 10-K for the year ended December 31, 2019, for additional information. There have been no material changes to such information since December 31, 2019.

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Unregistered Sales of Equity Securities and Use of Proceeds

On August 2, 2013, the Board of Directors of TDS authorized, and TDS announced by Form 8-K, a $250 million stock repurchase program for TDS Common Shares. Depending on market conditions, such shares may be repurchased in compliance with Rule 10b-18 of the Exchange Act, pursuant to Rule 10b5-1 under the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private transactions or as otherwise authorized. This authorization does not have an expiration date. TDS did not determine to terminate the foregoing Common Share repurchase program, or cease making further purchases thereunder, during the second quarter of 2020.

The following table provides certain information with respect to all purchases made by or on behalf of TDS, and any open market purchases made by any "affiliated purchaser" (as defined by the SEC) of TDS, of TDS Common Shares during the quarter covered by this Form 10-Q.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - 30, 2020	501,212	$	15.62	501,212	$	185,033,191
May 1 - 31, 2020	—	$	—	—	$	185,033,191
June 1 - 30, 2020	—	$	—	—	$	185,033,191
Total for or as of the end of the quarter ended June 30, 2020	501,212	$	15.62	501,212	$	185,033,191

Other Information

The following information is being provided to update prior disclosures made pursuant to the requirements of Form 8-K, Item 2.03 — Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Neither TDS nor U.S. Cellular borrowed or repaid any cash amounts under their revolving credit agreements in the second quarter of 2020 or through the filing date of this Form 10-Q, and had no cash borrowings outstanding under their revolving credit agreements as of June 30, 2020, or as of the filing date of this Form 10-Q.

Neither TDS nor U.S. Cellular repaid any cash amounts under their senior term loan credit agreements in the second quarter of 2020 or through the filing date of this Form 10-Q.

Further, U.S. Cellular did not repay any cash amounts under its receivables securitization agreement in the second quarter of 2020. In April 2020, U.S. Cellular borrowed $125 million under its receivables securitization agreement.

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Exhibits



Exhibit Number	Description of Documents
Exhibit 4.1	Term Loan Credit Agreement, among TDS, CoBank, ACB, as administrative agent, and the lenders thereto, dated as of January 6, 2020, is hereby incorporated by reference to Exhibit 4.1 to TDS' Current Report on Form 8-K dated January 6, 2020.

Exhibit 4.2	Revolving Credit Agreement, among TDS, Wells Fargo National Association, as administrative agent, and the other lenders thereto, dated as of March 2, 2020, including the form of subsidiary Guaranty, is hereby incorporated by reference to Exhibit 4.1 to TDS' Current Report on Form 8-K dated March 2, 2020.

Exhibit 4.3	First Amendment to Term Loan Credit Agreement, among TDS, CoBank, ACB as administrative agent, and the lenders thereto, dated as of March 2, 2020, is hereby incorporated by reference to Exhibit 4.2 to TDS' Current Report on Form 8-K dated March 2, 2020.

Exhibit 4.4	Revolving Credit Agreement, among U.S. Cellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2020, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular’s Current Report on Form 8-K dated March 2, 2020.

Exhibit 4.5	Fourth Amendment to Amended and Restated Credit Agreement, among U.S. Cellular, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of March 2, 2020, is hereby incorporated by reference to Exhibit 4.2 to U.S. Cellular's Current Report on Form 8-K dated March 2, 2020.

Exhibit 4.6	Second Amended and Restated Credit Agreement, among U.S. Cellular, Cobank, ACB as administrative agent, and the lenders thereto, dated as of June 11, 2020, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular's Current Report on Form 8-K dated June 11, 2020.

Exhibit 10.1	TDS 2020 Officer Bonus Program is hereby incorporated by reference to Exhibit 10.1 to TDS' Current Report on Form 8-K dated March 18, 2020.

Exhibit 10.2	TDS 2020 Long-Term Incentive Plan, is hereby incorporated by reference from Exhibit A to the TDS definitive proxy statement dated April 8, 2020, which was filed with the SEC on Schedule 14A on April 8, 2020.

Exhibit 10.3	U.S. Cellular 2013 Long-Term Incentive Plan 2020 Restricted Stock Unit Award Agreement for U.S. Cellular's President and CEO is hereby incorporated by reference to Exhibit 10.5 to U.S. Cellular's Quarterly Report on Form 10-Q for the period ended June 30, 2020.

Exhibit 10.4	Form of TDS 2020 Long-Term Incentive Plan Performance Share Award Agreement.

Exhibit 10.5	Form of TDS 2020 Long-Term Incentive Plan Stock Option Award Agreement.

Exhibit 10.6	Form of TDS 2020 Long-Term Incentive Plan Restricted Stock Unit Award Agreement.

Exhibit 10.7	Letter Agreement between U.S. Cellular and Laurent C. Therivel dated June 1, 2020 is hereby incorporated by reference to Exhibit 10.6 to U.S. Cellular's Quarterly Report on Form 10-Q for the period ended June 30, 2020.

Exhibit 31.1	Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

Exhibit 31.2	Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

Exhibit 32.1	Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

Exhibit 32.2	Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.


Exhibit 101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document

Exhibit 101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document

Exhibit 101.LAB	Inline XBRL Taxonomy Label Linkbase Document

Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document.

The foregoing exhibits include only the exhibits that relate specifically to this Form 10-Q or that supplement the exhibits identified in TDS’ Form 10-K for the year ended December 31, 2019. Reference is made to TDS’ Form 10-K for the year ended December 31, 2019, for a complete list of exhibits, which are incorporated herein except to the extent supplemented or superseded above.

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Form 10-Q Cross Reference Index



Item Number			Page No.
Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited)	38	-	43
		Notes to Consolidated Financial Statements	47	-	58

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1	-	35

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

	Item 4.	Controls and Procedures	62

Part II.	Other Information

	Item 1.	Legal Proceedings	62

	Item1A.	Risk Factors	37

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

	Item 5.	Other Information	63

	Item 6.	Exhibits	64

Signatures			66

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		TELEPHONE AND DATA SYSTEMS, INC.
		(Registrant)

Date:	August 6, 2020		/s/ LeRoy T. Carlson, Jr.
			LeRoy T. Carlson, Jr. President and Chief Executive Officer (principal executive officer)

Date:	August 6, 2020		/s/ Peter L. Sereda
			Peter L. Sereda Executive Vice President and Chief Financial Officer (principal financial officer)

Date:	August 6, 2020		/s/ Anita J. Kroll
			Anita J. Kroll Vice President - Controller and Chief Accounting Officer (principal accounting officer)

Exhibit 10.4

TELEPHONE AND DATA SYSTEMS, INC.

2020 LONG-TERM INCENTIVE PLAN

2020 PERFORMANCE SHARE AWARD AGREEMENT

Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the recipient of this award (the “Employee”) as of May 21, 2020 (the “Grant Date”), pursuant to the provisions of the Telephone and Data Systems, Inc. 2020 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), a Performance Share Award (the “Award”) with a target opportunity equal to «PSA» shares of Common Stock (the “Target Opportunity”), upon and subject to the restrictions, terms and conditions set forth below. Depending on performance during the Performance Period (for all purposes of this Award Agreement, as defined in Exhibit A hereto), the Employee may be entitled under this Award Agreement to shares of Common Stock equal to 0% to 200% of the Target Opportunity, in accordance with Section 3 below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance.

The Award shall become null and void unless the Employee accepts this Award Agreement by executing it in the space provided at the end hereof and returning it to the Senior Vice President-Human Resources of the Company.

2. Rights as Stockholder.

The Employee shall not be entitled to any privileges of ownership with respect to the shares of Common Stock subject to the Award unless and until, and only to the extent, such shares become vested pursuant to the terms of this Award Agreement and the Employee becomes a stockholder of record with respect to such shares. As of each date prior to the settlement of the Award on which the Company pays a regular cash dividend to record owners of shares of Common Stock (a “Dividend Date”), then the number of shares subject to the Award shall increase by (i) the product of the Target Opportunity (as increased from time to time by cash dividend equivalents previously credited pursuant to this Section 2) immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per share of Common Stock on such Dividend Date, divided by (ii) the Fair Market Value of a share of Common Stock on such Dividend Date, with such amount rounded down to the nearest whole number. Any such additional shares shall be subject to the same vesting conditions and payment terms set forth herein as the shares to which they relate.

3. Performance-Based Vesting Conditions.

(a) In General. The Award shall vest and become nonforfeitable pursuant to the terms of this Award Agreement and the Plan and based on the achievement of Performance Measures (for all purposes of this Award Agreement, as defined in accordance with Exhibit A hereto and determined in accordance with criteria approved by the Committee) during the Performance Period, provided that the Employee remains continuously employed with the Employers and Affiliates through the last day of the Performance Period (or as otherwise set forth in Section 4 below). Achievement of the Performance Measures shall be determined and certified by the Committee in writing prior to the settlement of the Award (but in any event within sixty (60) days following the last day of the Performance Period, or if earlier, the date of the occurrence of a Change in Control).

(b) Fractional Shares. Only a whole number of shares of Common Stock may be issued in respect of this Award. If a fractional number of shares of Common Stock is scheduled to vest pursuant to this Section 3, such number of shares shall be rounded down to the nearest whole number, with the fractional portion thereof forfeited.

(c) Forfeiture. To the extent shares of Common Stock subject to the Award fail to vest pursuant to this Section 3, then the Award shall be forfeited as it relates to those shares (except as provided in Section 7 in connection with a Change in Control), and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 2).

4. Termination of Employment.

(a) Death, Disability or Retirement. Except as otherwise provided in Section 7 in connection with a Change in Control, if the Employee terminates employment with the Employers and Affiliates prior to the last day of the Performance Period due to death, Disability or Retirement, then the Employee (or his or her beneficiary, as applicable) shall receive a pro-rata portion of the vested Award, with such vesting calculated in accordance with Section 3 based upon actual achievement of the Performance Measures through the end of the Performance Period, and the remaining portion of the Award shall be forfeited and the Employee (or his or her beneficiary, as applicable) shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 2). Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of whole months of the Performance Period during which the Employee remained in continuous employment with the Employers and Affiliates, and the denominator is the number of whole months of the Performance Period. Subject to Section 7 in connection with a Change in Control, the shares payable to the Employee (or his or her beneficiary, as applicable) pursuant to this Section 4(a) shall be delivered following the Performance Period at the time set forth in Section 6 hereof.

For purposes of this Award Agreement, “Disability” shall mean a total physical disability which, in the Committee’s judgment, prevents the Employee from substantially performing such Employee’s employment duties and responsibilities for a continuous period of at least six months, and “Retirement” shall mean the Employee’s termination of employment on or after January 1, 2021 and at or after attainment of age 66. For the avoidance of doubt, if the Employee’s employment terminates by reason of negligence or willful misconduct, as determined by the Company in its sole discretion, such termination shall not qualify as a termination due to Retirement (despite the attainment of age 66 by the Employee).

(b) Other Termination of Employment. Except as otherwise set forth in Section 7 in connection with a Change in Control, if the Employee terminates employment with the Employers and Affiliates prior to the last day of the Performance Period for a reason other than death, Disability or Retirement, then the Award immediately shall be forfeited in its entirety on the date of such termination, and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to accumulated dividend equivalents under Section 2).

5. Forfeiture of Award and Award Gain upon Competition, Misappropriation, Solicitation or Disparagement.

Notwithstanding any other provision herein, if the Employee engages in (i) Competition (as defined in this Section 5 below), (ii) Misappropriation (as defined in this Section 5 below), (iii) Solicitation (as defined in this Section 5 below), or (iv) Disparagement (as defined in this Section 5 below), in each case as determined by the Company in its sole discretion, then (i) on the date of such Competition, Misappropriation, Solicitation or Disparagement, the Award immediately shall be forfeited and the Employee shall have no rights with respect thereto and (ii) the Employee shall pay the Company, within five business days of receipt by the Employee of a written demand therefore, an amount in cash determined by multiplying the number of shares of Common Stock delivered to the Employee pursuant to the Award within the twelve-month period immediately preceding such Competition, Misappropriation, Solicitation or Disparagement, if any (without reduction for any shares of Common Stock delivered by the Employee or withheld by the Company pursuant to Section 8.3) by the Fair Market Value of a share of Common Stock on the date that the Award was settled. The Employee acknowledges and agrees that the Award, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of the Employers or an Affiliate. The Employee acknowledges and agrees that this Section 5 is therefore fair and reasonable, and not a penalty.

The Employee may be released from the Employee’s obligations under this Section 5 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company.

The Employee agrees that by executing this Award Agreement the Employee authorizes the Employers and any Affiliate to deduct any amount owed by the Employee pursuant to this Section 5 from any amount payable by the Employers or any Affiliate to the Employee, including, without limitation, any amount payable to the Employee as salary, wages, vacation pay or bonus. The Employee further agrees to execute any documents at the time of setoff required by the Employers and any Affiliate in order to effectuate the setoff. This right of setoff shall not be an exclusive remedy (the Employer shall be entitled to any other remedy permitted under applicable law) and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Employee or any other remedy. Should the Employers and/or any Affiliate institute a legal action against the Employee to recover the amounts due, the Employee agrees to reimburse the Employers and/or any Affiliate for their reasonable attorneys’ fees and litigation costs incurred in recovering such amounts from the Employee.

For purposes of this Award Agreement, “Competition” shall mean that the Employee, directly or indirectly, individually or in conjunction with any Person, during the Employee’s employment with the Employers and the Affiliates and for the twelve months after the termination of that employment for any reason, other than on any Employer’s or Affiliate’s behalf (i) has contact with any customer of an Employer or Affiliate or with any prospective customer which has been contacted or solicited by or on behalf of an Employer or Affiliate for the purpose of soliciting or selling to such customer or prospective customer the same or a similar (such that it could substitute for) product or service provided by an Employer or Affiliate during the Employee’s employment with the Employers and the Affiliates; or (ii) becomes employed in the business or engages in the business of providing wireless, telephone, broadband or information technology products or services in any county or county contiguous to a county in which an Employer or Affiliate provided such products or services during the Employee’s employment with the Employers and the Affiliates or had plans to do so within the twelve month period immediately following the Employee’s termination of employment.

For purposes of this Award Agreement, “Misappropriation” shall mean that the Employee (i) uses Confidential Information (as defined below) for the benefit of anyone other than the Employers or an Affiliate, as the case may be, or discloses the Confidential Information to anyone not authorized by the Employers or an Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or memorizes any Confidential Information or takes any Confidential Information or reproductions thereof from the facilities of the Employers or an Affiliate or (iii) upon termination of employment or upon the request of the Employers or an Affiliate, fails to return all Confidential Information then in the Employee’s possession. For the avoidance of doubt, “Misappropriation” does not include disclosure of Confidential Information to a governmental regulatory agency, such as the U.S. Securities and Exchange Commission, provided that the Employee informs the agency that the Employers and/or Affiliates deem the information to be confidential. “Confidential Information” shall mean any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business or financial information of the Employers or an Affiliate.

For purposes of this Award Agreement, “Solicitation” shall mean that the Employee, directly or indirectly, individually or in conjunction with any Person, during the Employee’s employment with the Employers and the Affiliates and for the twelve months after the termination of that employment for any reason, other than on any Employer’s or Affiliate’s behalf, solicits, induces or encourages (or attempts to solicit, induce or encourage) any individual away from any Employer’s or Affiliate’s employ or from the faithful discharge of such individual’s contractual and fiduciary obligations to serve the Employers’ and Affiliates’ interests with undivided loyalty.

For purposes of this Award Agreement, “Disparagement” shall mean that the Employee has made a material statement (whether oral, written or electronic) to any Person other than to an officer of an Employer or an Affiliate that disparages or demeans the Employers, any Affiliate, or any of their respective owners, directors, officers, employees, products or services. For the avoidance of doubt, “Disparagement” does not include making truthful statements to any governmental regulatory agency or to testimony in any legal proceeding.

6. Delivery of Shares.

Subject to Sections 7 and 8.3, as soon as practicable following the end of the Performance Period (but no later than the 15^th day of the third month following the end of the Performance Period), the Company shall deliver or cause to be delivered to the Employee (or the Employee’s beneficiary, as applicable) one or more certificates issued in the Employee’s (or beneficiary’s) name (or such name as is acceptable to the Company and designated in writing by the Employee (or beneficiary)) representing the shares of Common Stock that have become vested pursuant to this Award (or such delivery shall be evidenced by appropriate entry in the books of the Company or a duly authorized transfer agent of the Company). The holder of the Award shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, unless the Company in its discretion elects to make such payment. Prior to the issuance to the Employee of shares of Common Stock with respect to the vested Award, the Employee shall have no direct or secured claim in any specific assets of the Company or in such shares, and will have the status of a general unsecured creditor of the Company.

7. Change in Control.

(a) In General. If a Change in Control occurs prior to the last day of the Performance Period, then the Performance Measures applicable to the Award shall be deemed to have been achieved based on the greater of (i) actual achievement (as determined in accordance with Exhibit A hereto) through the date of the occurrence of the Change in Control and (ii) an achievement level resulting in a payout equal to the Target Opportunity (the portion of the Award eligible for vesting upon a Change in Control applying such achievement, and as adjusted by Section 2 and Section 8.4, to the extent applicable, the “Change in Control Shares”), and the Change in Control Shares shall vest and become nonforfeitable if the Employee remains continuously employed with the Employers and Affiliates through the last day of the Performance Period. In such case, the Change in Control Shares shall be delivered to the Employee following the Performance Period at the time set forth in Section 6 hereof. To the extent shares of Common Stock subject to the Award fail to vest under Section 7(a), (b) or (c) hereof in connection with a Change in Control, then the Award shall be forfeited as it relates to such unvested shares, and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 2).

(b) Award Not Assumed. Notwithstanding Section 7(a), if the Award is not effectively assumed or continued by a surviving or acquiring company in the Change in Control (including by reason of the surviving or acquiring company not being publicly traded in the United States), as determined by the Committee as constituted immediately prior to the Change in Control, then the Change in Control Shares shall vest and become nonforfeitable and be delivered to the Employee within sixty (60) days following the occurrence of the Change in Control; provided however that if the Award is considered “nonqualified deferred compensation” within the meaning of section 409A of the Code, and such accelerated payment is not permitted by section 409A of the Code, then payment with respect to the vested Change in Control Shares shall be made following the Performance Period at the time set forth in Section 6 hereof (or if earlier, the time set forth in Section 7(c)).

(c) Termination of Employment Prior to Last Day of Performance Period. Notwithstanding Section 7(a), and subject to Section 7(b), if the Employee’s employment by the Employers and Affiliates is terminated following a Change in Control but prior to the last day of the Performance Period (i) due to death, Disability or Retirement, (ii) by the Company without Cause or (iii) by the Employee for Good Reason, then the Change in Control Shares shall vest and become nonforfeitable and be delivered to the Employee (or his or her beneficiary, as applicable) within sixty (60) days following the date of such termination of employment, subject to Section 9.4; provided, however, that if the Award is considered “nonqualified deferred compensation” within the meaning of section 409A of the Code and (X) the Change in Control is not a “change in control event” within the meaning of section 409A of the Code, (Y) the termination of employment occurred more than two years following the Change in Control, or (Z) the accelerated payment otherwise is not permitted by section 409A of the Code, then the Change in Control Shares shall vest and become nonforfeitable and be delivered to the Employee (or his or her beneficiary, as applicable) following the Performance Period at the time set forth in Section 6 hereof.

(d) Definition of Cause. For purposes of this Award Agreement, “Cause” shall have the meaning set forth in the employment agreement between the Employee and an Employer as in effect on the Grant Date, if any. If the Employee is not a party to such an employment agreement that contains such definition, “Cause” shall mean, with respect to the Employee (as reasonably determined in good faith by the Committee):

(1) any conviction of, or plea of nolo contendere to, a felony;

(2) the theft, conversion, embezzlement or misappropriation by the Employee of funds or other assets of the Employers and Affiliates or any other act of fraud or dishonesty with respect to the Employers and Affiliates;

(3) a material breach by the Employee of his or her employment duties and responsibilities (other than as a result of incapacity due to physical or mental illness) (A) which is the result of the Employee’s gross negligence or (B) which is demonstrably willful and deliberate on the Employee’s part and which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Employers and Affiliates; or

(4) the Employee’s Competition, Misappropriation, Solicitation or Disparagement (in each case, as defined in Section 5), or other material violation of a restrictive covenant made by the Employee for the benefit of the Employers and Affiliates.

(e) Definition of Good Reason. For purposes of this Award Agreement, “Good Reason” shall have the meaning set forth in the employment agreement between the Employee and an Employer as in effect on the Grant Date, if any. If the Employee is not a party to such an employment agreement that contains such definition, “Good Reason” shall mean the occurrence of any of the following events without the Employee’s written consent and which is not remedied by the Employers and Affiliates within thirty (30) days after receipt of written notice from the Employee specifying such event:

(1) a material diminution in the Employee’s authority, duties or responsibilities with the Employers and Affiliates as in effect immediately prior to the Change in Control;

(2) a material diminution in the authority, duties or responsibilities of the person at the Employers and Affiliates to whom the Employee is required to report as in effect immediately prior to the Change in Control;

(3) a reduction in the Executive’s rate of base salary, target annual bonus, target long-term incentive opportunity or retirement, welfare or other benefits as in effect immediately prior to the Change in Control (other than a reduction in retirement, welfare or other benefits similarly affecting all or substantially all executive officers); or

(4) the relocation of the office at which the Employee was principally employed immediately prior to the Change in Control to a location more than fifty (50) miles from the location of such office (except for required travel on business substantially consistent with the Employee’s business travel obligations immediately prior to the Change in Control).

“Good Reason” shall exist only if (i) the Employee provides to the applicable Employer or Affiliate the written notice specifying such event, as referenced above, within sixty (60) days following the initial existence of the event and (ii) the Employee terminates employment due to Good Reason within one hundred twenty (120) days following the initial existence of the event.

8. Additional Terms and Conditions of Award.

8.1. Nontransferability of Award. Except to a beneficiary upon the Employee’s death (as designated on a form prescribed by the Company or under the terms of the Plan, and which may be designated on both a primary and contingent basis), the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

By accepting the Award, the Employee agrees that if all beneficiaries designated on a beneficiary designation form prescribed by the Company predecease the Employee or, in the case of corporations, partnerships, trusts or other entities which are designated beneficiaries, are terminated, dissolved, become insolvent or are adjudicated bankrupt prior to the date of the Employee’s death, or if the Employee fails to properly designate a beneficiary on a beneficiary designation form prescribed by the Company (including by failure to return such form to the appropriate Company representative during the Employee’s lifetime), then the Employee hereby designates the following Persons in the order set forth herein as the Employee’s beneficiary or beneficiaries: (i) the Employee’s spouse, if living, or if none, (ii) the Employee’s then living descendants, per stirpes, or if none, (iii) the Employee’s estate.

8.2. Investment Representation. The Employee hereby represents and covenants that (a) any shares of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation is true and correct as of the date of vesting of any shares hereunder or is true and correct as of the date of sale of any such shares, as applicable. As a condition precedent to the issuance or delivery to the Employee of any shares subject to the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

8.3. Tax Withholding. (a) The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Employee shall fail to timely advance the Required Tax Payments, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company or any Affiliate to the Employee.

(b) The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously-owned whole shares of Common Stock, the Fair Market Value of which shall be determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to the Employee pursuant to the Award, the Fair Market Value of which shall be determined as of the Tax Date or (4) any combination of (1), (2) and (3). Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Award becomes payable, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company or any Affiliate to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, including without limitation any amount payable to the Employee as salary or wages.

8.4. Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of shares subject to the Award shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such adjustment described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of the Employee. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

8.5. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares, such shares will not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

8.6. Award Confers No Rights to Continued Employment or Service. In no event shall the granting of the Award or the acceptance of this Award Agreement and the Award by the Employee give or be deemed to give the Employee any right to continued employment by or service with any Employer or any subsidiary or affiliate of an Employer.

8.7. Decisions of Committee. The Committee or its delegate shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Committee or its delegate regarding the Plan or this Award Agreement shall be final, binding and conclusive.

8.8. Company to Reserve Shares. The Company shall at all times prior to the cancellation of the Award reserve and keep available, either in its treasury or out of its authorized but unissued shares of Common Stock, the full number of shares subject to the Award from time to time (i.e., 200% of the Target Opportunity).

8.9. Award Agreement Subject to the Plan. This Award Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan.

8.10. Award Subject to Clawback. The Award and any shares of Common Stock delivered pursuant to the Award are subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

9. Miscellaneous Provisions.

9.1. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any Person or Persons who shall acquire any rights hereunder in accordance with this Award Agreement or the Plan.

9.2. Notices. All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by telecopy with confirmation of receipt or (d) by electronic mail, utilizing notice of undelivered electronic mail features. The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of telecopy, on the date of confirmation of receipt and (d) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received.

9.3. Governing Law. The Award, this Award Agreement and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws.

9.4. Compliance with Section 409A of the Code. It is intended that this Award Agreement and the Plan be exempt from the requirements of section 409A of the Code to the maximum extent permissible under law. To the extent section 409A of the Code applies to this Award Agreement and the Plan, it is intended that this Award Agreement and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. This Award Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent. To the extent that the Award constitutes “nonqualified deferred compensation” within the meaning of section 409A of the Code, (i) for purposes of any provision of this Award Agreement providing for the payment of any amounts upon or following termination of employment (and for any other purpose required under section 409A of the Code), the Employee’s termination of employment shall be defined as the Employee’s Separation from Service, and (ii) if shares of Common Stock are to be delivered to the Employee under this Award Agreement due to the Employee’s Separation from Service, and if the Employee is a Specified Employee at the time of such separation, such shares shall be delivered to the Employee during the seventh calendar month following the calendar month during which the Employee separated from service (or if earlier, during the calendar month following the calendar month of the Employee’s death), notwithstanding any other provision in this Award Agreement. No particular tax result for the Employee with respect to any income recognized by the Employee in connection with this Award Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee in connection with this Award Agreement.

9.5. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Award Agreement shall not affect the other provisions hereof and this Award Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

9.6. Amendment and Waiver. The Company may amend or waive the provisions of this Award Agreement at any time; provided, however, that in the event of any such amendment or waiver that would materially impair the rights of the Employee, such amendment or waiver shall be effective only with the written agreement of the Employee. No course of conduct or failure or delay in enforcing the provisions of this Award Agreement shall affect the validity, binding effect or enforceability of this Award Agreement.

9.7. Counterparts. This Award Agreement may be executed in counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.



TELEPHONE AND DATA SYSTEMS, INC.

By:
	LeRoy T. Carlson, Jr.
	President and CEO

Accept grant electronically in Shareworks by Morgan Stanley account.

IMPORTANT NOTICE--PLEASE READ

You must have a beneficiary designation form on file submitted in hard copy form to:

TDS Madison Compensation Department or TDS Telecom Compensation Department

The form may be printed from your Shareworks by Morgan Stanley account under the “Documents” tab. You also may elect at any time to change a previously-designated beneficiary for your equity awards by completing and submitting a new beneficiary designation form.

EXHIBIT A

The following applies to TDS Corporate and OneNeck employees covered under the Company’s 2020 Long-Term Incentive Plan. Note that all performance measures are based on TDS Consolidated performance results.



ELEMENT		PROVISION
Performance Period		January 1, 2020 to December 31, 2022
Performance Measures and Weightings		• Return on Capital (“ROC”) (40%) • Total Revenue (40%) • Relative Total Shareholder Return (“TSR”) (20%)
Performance Measure Definitions	ROC	• Average of the three fiscal years in the Performance Period. • Based on “Adjusted Net Operating Profit After Tax/Average Capital,” as currently defined by the Company • Adjusted Net Operating Profit After Tax is defined as (Operating income plus Investment income plus Non-operating gains/losses plus Dividend income plus Interest income plus Other income (expense) plus effective interest expense on operating lease payments) multiplied by (1 - Effective Tax Rate). • Average Capital is defined as total Debt (current & long-term) plus total Equity plus Right of Use Lease Liabilities (current & long-term)
	Total Revenue	• Cumulative over the three fiscal years in the Performance Period. • Consolidated Operating Revenue is based on the externally reported metric.
	Relative TSR	• Determined for the Company, as well as the Peer Group (as defined below), from the beginning to the end of the Performance Period. • Calculations subject to the following rules: • Beginning stock price is the thirty (30) trading-day average closing stock price preceding January 1 of the first year of the Performance Period. • Ending stock price is the thirty (30) trading-day average closing stock price preceding January 1 of the year following the end of the Performance Period, or the thirty (30) trading-day average closing stock price preceding the date of a Change in Control, if applicable. • Dividends, if any, are deemed to be reinvested in additional shares of the subject company, based on the then-current closing stock price. • TSR is expressed as an annualized percentage. • Members of the Peer Group acquired (i.e., a transaction where the member is not the surviving entity), taken private or no longer publicly traded in the U.S. during the Performance Period will be deleted from the Peer Group and not included in the TSR calculation at any time during the three-year Performance Period. • Members of the Peer Group that go bankrupt, are liquidated or dissolved, or otherwise cease conducting operations during the Performance Period will be deemed to have a TSR equal to -100% for the entire three-year Performance Period. • The Company is not included in the Peer Group for purposes of determining the Company’s percentile ranking versus the Peer Group. • The Company’s percentile ranking will be rounded to the nearest one-tenth of a percentage point.
Peer Group		The Peer Group consists of the following companies (or their publicly-traded successors by merger or other transaction in which the below company or one of its subsidiaries prior to the transaction is the surviving and continuing corporation): Altice USA, Inc. American Tower Corp. AT&T, Inc. Cable One, Inc. CenturyLink, Inc. Charter Communications, Inc. Cincinnati Bell, Inc. Comcast Corp. Consolidated Communications Holdings, Inc. Crown Castle International Corp. DISH Network Corp. Equinix, Inc. IDT Corp. NII Holdings, Inc. SBA Communications Corp. Shenandoah Telecommunications Co. T-Mobile U.S., Inc. Verizon Communications, Inc. ViaSat Inc. Vonage Holdings Corp. Zayo Group Holdings, Inc.

The following applies to TDS Telecom employees covered under the Company’s 2020 Long-Term Incentive Plan. Note that all performance measures are based on TDS Telecom performance results.



ELEMENT		PROVISION
Performance Period		January 1, 2020 to December 31, 2022
Performance Measures and Weightings		• Total Revenue (40%) • Adjusted Earnings Before Interest, Tax, Depreciation, Amortization and Accretion (“EBITDA”) Margin Percent (40%) • Return on Capital (“ROC”) (20%)
Performance Measure Definitions	Total Revenue	• Cumulative over the three fiscal years in the Performance Period. • Operating Revenue is based on the externally reported metric.
	Adjusted EBITDA Margin Percent	• Average of the three fiscal years in the Performance Period. • Based on “Adjusted EBITDA/Operating Revenue,” as currently defined by the Company • Adjusted EBITDA is defined as net income before: interest, taxes, depreciation, amortization and accretion, loss on impairment of goodwill, net gain or loss on asset disposals, net gain or loss on sale of business and other exit costs, net gain or loss on license sales and exchanges, net gain or loss on sale of investments.
	ROC	• Average of the three fiscal years in the Performance Period. • Based on “Adjusted Net Operating Profit After Tax/Average Capital,” as currently defined by the Company • Adjusted Net Operating Profit After Tax is defined as (Operating income plus Investment income plus Non-operating gains/losses plus Dividend income plus Interest income plus Other income (expense) plus effective interest expense on operating lease payments) multiplied by (1 - Effective Tax Rate). • Average Capital is defined as total Debt (current & long-term) plus total Equity plus Right of Use Lease Liabilities (current & long-term).



	IMPORTANT NOTICE--PLEASE READ You must have a beneficiary designation form on file submitted in hard copy form to: TDS Madison Compensation Department or TDS Telecom Compensation Department The form may be printed from your Shareworks by Morgan Stanley account under the “Documents” tab. You also may elect at any time to change a previously-designated beneficiary for your equity awards by completing and submitting a new beneficiary designation form.


1.	I have reviewed this quarterly report on Form 10-Q of Telephone and Data Systems, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ LeRoy T. Carlson, Jr.
	LeRoy T. Carlson, Jr. President and Chief Executive Officer (principal executive officer)



	/s/ Peter L. Sereda
	Peter L. Sereda Executive Vice President and Chief Financial Officer (principal financial officer)