TDS 10-K Annual Report Dec. 31, 2018 | Alphaminr
TELEPHONE & DATA SYSTEMS INC /DE/
ALPHAMINR

TDS 10-K Fiscal year ended Dec. 31, 2018

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TELEPHONE & DATA SYSTEMS INC /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 TDS Restated Certificate of Incorporation, dated January 24, 2012, is hereby incorporated by reference to Exhibit1 to TDS Registration Statement on Form8-A/A dated January24, 2012. 3.2 TDS Restated Bylaws are hereby incorporated by reference to Exhibit3.1 to TDS Current Report on Form8-K dated August 15, 2018. 4.1 TDS Restated Certificate of Incorporation is hereby incorporated as Exhibit3.1. 4.2 TDS Restated Bylaws are hereby incorporated as Exhibit3.2. 4.3(b) Third Supplemental Indenture dated March31, 2005, by and between TDS and BNY, establishing TDS 6.625% Senior Notes due 2045, is hereby incorporated by reference to Exhibit 4.1 to TDS Current Report on Form 8-K dated March23, 2005. 4.3(c) Fourth Supplemental Indenture dated November 16, 2010, by and between TDS and BNY, establishing TDS 6.875% Senior Notes due 2059, is hereby incorporated by reference to Exhibit 4.1 to TDS Current Report on Form 8-K dated November 16, 2010. 4.3(d) Fifth Supplemental Indenture dated March 21, 2011, by and between TDS and BNY, establishing TDS 7% Senior Notes due 2060, is hereby incorporated by reference to Exhibit 4.1 to TDS Current Report on Form 8-K dated March 21, 2011. 4.3(e) Sixth Supplemental Indenture dated November 26, 2012, by and between TDS and BNY, establishing TDS 5.875% Senior Notes due 2061, is hereby incorporated by reference to Exhibit 4.1 to TDS Current Report on Form 8-K dated November 26, 2012. 4.4(a) Revolving Credit Agreement, among TDS, Wells Fargo National Association, as administrative agent, and the other lenders thereto, dated as of May 10, 2018, including Schedules and Exhibits, including the form of the subsidiary Guaranty, is hereby incorporated by reference to Exhibit 4.1 to TDS Current Report on Form 8-K dated May 10, 2018. 4.4(b) First Amendment to Revolving Credit Agreement among TDS, Wells Fargo National Association, as administrative agent, and the other lenders thereto, dated as of January 30, 2019. 4.5(a) Revolving Credit Agreement, among U.S. Cellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of May 10, 2018, including Schedules and Exhibits, including the form of the subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular's Form 8-K dated May 10, 2018. 4.5(b) First Amendment to Revolving Credit Agreement, among U.S. Cellular, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of January 30, 2019, is hereby incorporated by reference to Exhibit 4.3(b) to U.S. Cellular's Annual Report on Form 10-K for the year ended December 31, 2018. 4.6(a) Indenture for Senior Debt Securities dated June1, 2002, between U.S. Cellular and BNY is hereby incorporated by reference to Exhibit4.1 to FormS-3 dated May 31, 2013 (File No.333-188971). 4.6(b) Formof Third Supplemental Indenture dated as of December3, 2003, between U.S. Cellular and BNY, relating to $444,000,000 of U.S. Cellulars 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit4.1 to U.S. Cellulars Current Report on Form8-K dated December3, 2003. 4.6(c) Formof Fifth Supplemental Indenture dated as of June21, 2004, between U.S. Cellular and BNY, relating to $100,000,000 of U.S. Cellulars 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit4.1 to U.S. Cellulars Current Report on Form8-K dated June21, 2004. 4.6(d) Form of Sixth Supplemental Indenture dated as of May 9, 2011, between U.S. Cellular and BNY, relating to $342,000,000 of U.S. Cellulars 6.95% Senior Notes due 2060, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellulars Current Report on Form 8-K dated May 9, 2011. 4.6(e) Form of Seventh Supplemental Indenture dated as of December 8, 2014, between U.S. Cellular and BNY, relating to $275,000,000 of U.S. Cellulars 7.25% Senior Notes due 2063, is hereby incorporated by reference to Exhibit 2 to U.S. Cellulars Registration Statement on Form 8-A dated December 2, 2014. 4.6(f) Form of Eighth Supplemental Indenture dated as of November 23, 2015, between U.S. Cellular and BNY, relating to $300,000,000 of U.S. Cellulars 7.25% Senior Notes due 2064, is hereby incorporated by reference to Exhibit 2 to U.S. Cellulars Registration Statement on Form 8-A dated November 17, 2015. 4.7 Indenture for Subordinated Debt Securities between TDS and BNY is hereby incorporated by reference to Exhibit 4.1 to TDS Current Report on Form 8-K dated September 16, 2013. 4.8 Indenture for Subordinated Debt Securities between U.S. Cellular and BNY is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellulars Current Report on Form 8-K dated September 16, 2013. 4.9(a) Amended and Restated Term Loan Credit Agreement, among U.S. Cellular and CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of June 15, 2016, including Schedules and Exhibits, including the forms of the subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellular's Form 8-K dated June 15, 2016. 4.9(b) First Amendment to Amended and Restated Term Loan Credit Agreement, among U.S. Cellular, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of May 10, 2018, is hereby incorporated by reference to Exhibit 4.2 to U.S. Cellular's Form 8-K dated May 10, 2018. 4.9(c) Second Amendment to Amended and Restated Term Loan Credit Agreement, among U.S. Cellular, CoBank, ACB, as administrative agent, and the other lenders thereto, dated as of January 30, 2019, is hereby incorporated by reference to Exhibit 4.6(c) to U.S. Cellular's Annual Report on Form 10-K for the year ended December 31, 2018. 4.10 Master Indenture for asset-backed notes by and among USCC Master Note Trust, USCC Services, LLC and U.S. Bank National Association, as Indenture Trustee, dated December 20, 2017, is hereby incorporated by reference to Exhibit 4.1 to U.S. Cellulars Form 8-K dated December 20, 2017. 4.11 Supplemental Indenture for Series 2017-VFN Floating Rate Asset-Backed Notes by and among USCC Master Note Trust, USCC Services, LLC and U.S. Bank National Association, dated December 20, 2017, is hereby incorporated by reference to Exhibit 4.2 to U.S. Cellulars Form 8-K dated December 20, 2017. 9.1 Amendment and Restatement (dated April22, 2005) of Voting Trust Agreement dated June30, 1989, is hereby incorporated by reference to the Exhibitfiled on Amendment No.3 to Schedule 13D dated May2, 2005, filed by the trustees of such voting trust with respect to TDS Common Shares. 10.1(a)* TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit10.1 to TDS Current Report on Form8-K dated April11, 2005. 10.1(b)* First Amendment to TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit10.3 to TDS Current Report on Form8-K dated December10, 2007. 10.1(c)* Second Amendment to TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit10.4 to TDS Current Report on Form8-K dated December10, 2007. 10.1(d)* Third Amendment to TDS Amended and Restated 2004 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to TDS Current Report on Form 8-K dated December 22, 2008. 10.2(c)* Amendment No. 2 to Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan. 10.3(a)* TDS Supplemental Executive Retirement Plan, as amended and restated, effective January1, 2009, is hereby incorporated by reference to Exhibit10.1 to TDS Current Report on Form8-K dated August 27, 2008. 10.3(b)* Amendment Number One to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.2 to Telephone and Data Systems, Inc.s Current Report on Form 8-K dated March 15, 2012. 10.3(c)* Amendment Number Two to the Telephone and Data Systems, Inc. Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to Telephone and Data Systems, Inc.s Current Report on Form 8-K dated November 3, 2014. 10.4* TDS Amended and Restated Compensation Plan for Non-Employee Directors, dated December 7, 2017, is hereby incorporated by reference to Exhibit 10.4 to TDS' Annual Report on Form 10-K for the year ended December 31, 2017. 10.5* TDS Bonus Deferral and Stock Unit Match Program and Election Form is hereby incorporated by reference to Exhibit 10.6 to TDS Annual Report on Form 10-K for the year ended December 31, 2012. 10.7(c)* Amendment No. 2 to U.S. Cellular 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(c) to U.S. Cellular's Annual Report on Form 10-K for the year ended December 31, 2018. 10.8(a)* U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit10.1 to U.S. Cellulars Current Report on Form 8-K dated December 10, 2007. 10.8(b)* First Amendment to U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit10.6 to U.S. Cellulars Current Report on Form8-K dated December9, 2008. 10.8(c)* Second Amendment to U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(c) to U.S. Cellulars Annual Report on Form 10-K for the year ended December 31, 2012. 10.8(d)* Election Formfor U.S. Cellular Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit10.12(d) to U.S. Cellulars Annual Report on Form10-K for the year ended December31, 2012. 10.9* U.S. Cellular Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement Phantom Stock Account for officers is hereby incorporated by reference to Exhibit 10.5 to U.S. Cellulars Current Report on Form 8-K dated May 14, 2013. 10.10(a)* TDS 2007 Deferred Compensation Agreement between TDS and Kenneth R. Meyers dated December26, 2006, is hereby incorporated by reference to Exhibit99.1 to TDS Current Report on Form8-K dated January1, 2007. 10.10(b)* Amendment to TDS 2007 Deferred Compensation Agreement between TDS and Kenneth R. Meyers is hereby incorporated by reference to Exhibit 10.4 to TDS Current Report on Form 8-K dated December22, 2008. 10.11* Formof TDS Corporate Officer Long-Term Incentive Plan Stock Option Award Agreement for Officers, is hereby incorporated by reference to Exhibit10.3 to TDS Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.12* Formof TDS Corporate Officer Long-Term Incentive Plan Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit10.2 to TDS Current Report on Form8-K dated May 1, 2015. 10.13* Form of 2016 TDS Performance Share Award Agreement, is hereby incorporated by reference to Exhibit 10.1 to TDS Current Report on Form 8-K dated June 16, 2016. 10.14* Form of 2017 TDS Performance Share Award Agreement, is hereby incorporated by reference to Exhibit 10.2 to TDS' Current Report on Form 8-K dated May 24, 2017. 10.15* Form of 2018 TDS Performance Share Award Agreement, is hereby incorporated by reference to Exhibit 10.1 to TDS' Current Report on Form 8-K dated March 14, 2018. 10.17* TDS 2018 Officer Bonus Program is hereby incorporated by reference to Exhibit 10.1 to TDS Current Report on Form 8-K dated March 23, 2018. 10.18* Amended and Restated Guidelines for the determination of Annual Bonus for President and Chief Executive Officer of TDS are hereby incorporated by reference to Exhibit 10.1 to TDS Current Report on Form 8-K dated November 18, 2009. 10.19* Guidelines for the determination of Annual Bonus for President and Chief Executive Officer of U.S. Cellular are hereby incorporated by reference to Exhibit 10.2 to U.S. Cellulars Current Report on Form 8-K dated August 19, 2014. 10.20* Form of TDS Deferred Compensation Agreement is hereby incorporated by reference to Exhibit 10.1 to TDS Current Report on Form 8-K dated December 21, 2009. 10.21* Change of Election Form for TDS Deferred Compensation Agreement is hereby incorporated by reference to Exhibit 10.2 to TDS Current Report on Form 8-K dated December 21, 2009. 10.22* Pre 2005 Form of Deferred Compensation Agreement used by TDS Telecommunications LLC is hereby incorporated by reference to Exhibit 10.28 to TDS Annual Report on Form 10-K for the annual period ended December 31, 2009. 10.23(a)* Post 2004 TDS Telecommunications LLC Executive Deferred Compensation Program, as amended and restated effective January 1, 2008, is hereby incorporated by reference to Exhibit 10.29 to TDS Annual Report on Form 10-K for the annual period ended December 31, 2009. 10.23(b)* First Amendment to TDS Telecommunications LLC Executive Deferred Compensation Program dated October 8, 2008, is hereby incorporated by reference to Exhibit 10.30 to TDS Annual Report on Form 10-K for the annual period ended December 31, 2009. 10.24* Current Initial Election Form and Post 2004 Payment Election Form for TDS Telecommunications LLC Executive Deferred Compensation Program is hereby incorporated by reference to Exhibit 10.31 to TDS Annual Report on Form 10-K for the annual period ended December 31, 2009. 10.25* Current Annual Election Form for TDS Telecommunications LLC Executive Deferred Compensation Program is hereby incorporated by reference to Exhibit 10.32 to TDS Annual Report on Form 10-K for the annual period ended December 31, 2009. 10.26* Form of U.S. Cellular 2013 Long-Term Incentive Plan 2018 Performance Award Agreement for the President and Chief Executive Officer of U.S. Cellular, is hereby incorporated by reference to Exhibit 10.2 to U.S. Cellulars Current Report on Form 8-K dated March 12, 2018. 10.27* Form of U.S. Cellular Long-Term Incentive Plan Restricted Stock Unit Award Agreement for the President and Chief Executive Officer of U.S. Cellular, is hereby incorporated by reference to Exhibit 10.2 to U.S. Cellulars Current Report on Form 8-K dated April 3, 2017. 10.28* Letter Agreement dated July 25, 2013, between U.S. Cellular and Kenneth R. Meyers is hereby incorporated by reference to Exhibit 10.1 to U.S. Cellulars Current Report on Form 8-K dated July 25, 2013. 10.29** Master Service Agreement entered into by United States Cellular Corporation and Amdocs Software Systems Limited on August 17, 2010, to develop a Billing and Operational Support System (B/OSS) with a new point-of-sale system to consolidate billing on one platform, is hereby incorporated by reference to Exhibit 10.8 to U.S. Cellulars Quarterly Report on Form 10-Q dated September 30, 2010. 10.30** Software License and Maintenance Agreement entered into by United States Cellular Corporation and Amdocs Software Systems Limited on August 17, 2010, to develop a Billing and Operational Support System (B/OSS) with a new point-of-sale system to consolidate billing on one platform, is hereby incorporated by reference to Exhibit 10.9 to U.S. Cellulars Quarterly Report on Form 10-Q dated September 30, 2010. 10.31** Master Statement of Work, dated as of November 25, 2014, between U.S. Cellular and Amdocs Software Systems, Ltd., is hereby incorporated by reference from Exhibit 10.26 to U.S. Cellulars Annual Report on Form 10-K for the year ended December 31, 2014. 10.32 Series 2017-VFN Note Purchase Agreement by and among USCC Receivables Funding LLC, as transferor, USCC Master Note Trust, as issuer, USCC Services, LLC, as Servicer, U.S. Cellular as guarantor, and Royal Bank of Canada, as administrative agent for owners of the notes, dated December 20, 2017, is hereby incorporated by reference to Exhibit 10.1 to U.S. Cellulars Form 8-K dated December 20, 2017. 10.33 Performance Guaranty and Parent Undertaking Agreement by U.S. Cellular in favor of the Guaranteed Parties defined therein, dated December 20, 2017, is hereby incorporated by reference to Exhibit 10.2 to U.S. Cellulars Form 8-K dated December 20, 2017. 10.34 Amended and Restated Trust Agreement between USCC Receivables Funding LLC, as transferor, and Wilmington Trust, National Association, as Trustee, is hereby incorporated by reference to Exhibit 10.3 to U.S. Cellulars Form 8-K dated December 20, 2017. 10.35* Form of Consulting Agreement Effective June 1, 2018, between TDS and Douglas D. Shuma is hereby incorporated by reference to Exhibit 10.1 to TDS' Current Report on Form 8-K/A dated February 23, 2018, as filed with the SEC on May 23, 2018. 10.36* Summary of Letter Agreement between TDS and Douglas W. Chambers is hereby incorporated by reference to Exhibit 10.1 to TDS' Current Report on Form 8-K/A dated February 23, 2018, as filed with the SEC on June 4, 2018. 13 Incorporated portions of 2018 Annual Report to Shareholders. 21 Subsidiaries of TDS. 23.1 Consent of Independent Registered Public Accounting FirmPricewaterhouseCoopers LLP. 23.2 Consent of Independent Registered Public Accounting FirmErnst & Young LLP. 31.1 Principal executive officer certification pursuant to Rule13a-14 of the Securities Exchange Act of 1934. 31.2 Principal financial officer certification pursuant to Rule13a-14 of the Securities Exchange Act of 1934. 32.1 Principal executive officer certification pursuant to Section1350 of Chapter63 of Title18 of the United States Code. 32.2 Principal financial officer certification pursuant to Section1350 of Chapter63 of Title18 of the United States Code.