Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2016 | |
Entity Registrant Name | United States Cellular Corporation |
Entity Central Index Key | 821,130 |
Document Type | 8-K |
Document Period End Date | Dec. 31, 2016 |
Amendment Flag | false |
Trading Symbol | USM |
Consolidated Statement Of Opera
Consolidated Statement Of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating revenues | |||
Service | $ 3,081 | $ 3,384 | $ 3,407 |
Equipment sales | 909 | 647 | 495 |
Total operating revenues | 3,990 | 4,031 | 3,902 |
Operating expenses | |||
System operations (excluding Depreciation, amortization and accretion reported below) | 760 | 775 | 770 |
Cost of equipment sold | 1,081 | 1,053 | 1,193 |
Selling, general and administrative (including charges from affiliates of $94 million, $96 million and $91 million in 2016, 2015 and 2014) | 1,480 | 1,494 | 1,592 |
Depreciation, amortization and accretion | 618 | 607 | 606 |
(Gain) loss on asset disposals, net | 22 | 16 | 21 |
(Gain) loss on sale of business and other exit costs, net | (114) | (33) | |
(Gain) loss on license sales and exchanges, net | (19) | (147) | (113) |
Total operating expenses | 3,942 | 3,684 | 4,036 |
Operating income (loss) | 48 | 347 | (134) |
Investment and other income (expense) | |||
Equity in earnings of unconsolidated entities | 140 | 140 | 130 |
Interest and dividend income | 6 | 2 | 3 |
Interest expense | (113) | (86) | (57) |
Other, net | 1 | 1 | (1) |
Total investment and other income | 34 | 57 | 75 |
Income (loss) before income taxes | 82 | 404 | (59) |
Income tax expense (benefit) | 33 | 157 | (12) |
Net income (loss) | 49 | 247 | (47) |
Less: Net income (loss) attributable to noncontrolling interests, net of tax | 1 | 6 | (4) |
Net income (loss) attributable to U.S. Cellular shareholders | $ 48 | $ 241 | $ (43) |
Basic weighted average shares outstanding | 85 | 84 | 84 |
Basic earnings (loss) per share attributable to U.S. Cellular shareholders | $ 0.56 | $ 2.86 | $ (0.51) |
Diluted weighted average shares outstanding | 85 | 85 | 84 |
Diluted earnings (loss) per share attributable to U.S. Cellular shareholders | $ 0.56 | $ 2.84 | $ (0.51) |
Consolidated Statement Of Oper3
Consolidated Statement Of Operations Parenthetical - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses | |||
Selling, general and administrative, charges from affiliates | $ 94 | $ 96 | $ 91 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net income (loss) | $ 49 | $ 247 | $ (47) |
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities | |||
Depreciation, amortization and accretion | 618 | 607 | 606 |
Bad debts expense | 96 | 106 | 101 |
Stock-based compensation expense | 26 | 25 | 22 |
Deferred income taxes, net | 6 | 55 | 58 |
Equity in earnings of unconsolidated entities | (140) | (140) | (130) |
Distributions from unconsolidated entities | 93 | 60 | 112 |
(Gain) loss on asset disposals, net | 22 | 16 | 21 |
(Gain) loss on sale of business and other exit costs, net | (114) | (33) | |
(Gain) loss on license sales and exchanges, net | (19) | (147) | (113) |
Noncash interest expense | 2 | 2 | 1 |
Other operating activities | (2) | ||
Changes in assets and liabilities from operations | |||
Accounts receivable | (23) | (96) | 13 |
Equipment installment plans receivable | (246) | (134) | (189) |
Inventory | 8 | 118 | (29) |
Accounts payable | 48 | 5 | (98) |
Customer deposits and deferred revenues | (54) | (37) | 34 |
Accrued taxes | 40 | 34 | (99) |
Accrued interest | (2) | 4 | 1 |
Other assets and liabilities | (21) | (56) | (59) |
Net cash provided by operating activities | 501 | 555 | 172 |
Cash flows from investing activities | |||
Cash paid for additions to property, plant and equipment | (443) | (581) | (605) |
Cash paid for aquisitions and licenses | (53) | (286) | (38) |
Cash received from divestitures and exchanges | 21 | 317 | 180 |
Cash received for investments | 50 | ||
Federal Communications Commission deposit | (143) | (60) | |
Other investing activities | 1 | 2 | |
Net cash used in investing activities | (618) | (549) | (471) |
Cash flows from financing activities | |||
Issuance of long-term debt | 525 | 275 | |
Repayment of long-term debt | (11) | ||
Repayment of borrowing under revolving credit facility | (150) | ||
Borrowing under revolving credit facility | 150 | ||
Common shares reissued for benefit plans, net of tax payments | 6 | 2 | 1 |
Common shares repurchased | (5) | (6) | (19) |
Payment of debt issuance costs | (2) | (13) | (10) |
Acquisition of assets in common control transaction | (2) | (76) | |
Distributions to noncontrolling interests | (1) | (6) | (3) |
Payments to acquire additional interest in subsidiaries | (2) | ||
Other financing activities | 1 | (1) | 1 |
Net cash provided by (used in) financing activities | (12) | 497 | 169 |
Net increase (decrease) in cash and cash equivalents | (129) | 503 | (130) |
Cash and cash equivalents | |||
Beginning of period | 715 | 212 | 342 |
End of period | $ 586 | $ 715 | $ 212 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 586 | $ 715 | |
Accounts receivable | |||
Customers and agents less allowances of $51 and $45, respectively | 658 | 608 | |
Roaming | 16 | 20 | |
Affiliated | 2 | ||
Other less allowances of $1 and $1, respectively | 51 | 44 | |
Inventory, net | 138 | 149 | |
Prepaid expenses | 84 | 81 | |
Other current assets | 23 | 55 | |
Total current assets | 1,558 | 1,672 | |
Assets held for sale | 8 | ||
Licenses | 1,886 | 1,834 | |
Goodwill | 370 | 370 | |
Investments in unconsolidated entities | 413 | 363 | |
Property, plant and equipment | |||
In service and under construction | 7,712 | 7,669 | |
Less: Accumulated depreciation and amortization | 5,242 | 5,020 | |
Property, plant and equipment, net | 2,470 | 2,649 | |
Other assets and deferred charges | 405 | 172 | |
Total assets | [1] | 7,110 | 7,060 |
Current liabilities | |||
Current portion of long-term debt | 11 | 11 | |
Accounts payable | |||
Affiliated | 12 | 10 | |
Trade | 309 | 275 | |
Customer deposits and deferred revenues | 190 | 251 | |
Accrued taxes | 39 | 28 | |
Accrued compensation | 73 | 68 | |
Other current liabilities | 84 | 105 | |
Total current liabilities | 718 | 748 | |
Deferred liabilities and credits | |||
Deferred income tax liability, net | 826 | 821 | |
Other deferred liabilities and credits | 302 | 290 | |
Long-term debt, net | 1,618 | 1,629 | |
Commitments and contingencies | |||
Noncontrolling interests with redemption features | 1 | 1 | |
U.S. Cellular shareholders' equity | |||
Series A Common and Common Shares Authorized 190 shares (50 Series A Common and 140 Common Shares) Issued 88 shares (33 Series A Common and 55 Common Shares) Outstanding 85 shares (33 Series A Common and 52 Common Shares) and 84 shares (33 Series A Common and 51 Common Shares), respectively Par Value ($1.00 per share) ($33 Series A Common and $55 Common Shares) | 88 | 88 | |
Additional paid-in capital | 1,522 | 1,497 | |
Treasury shares, at cost, 3 and 4 Common Shares, respectively | (136) | (157) | |
Retained earnings | 2,160 | 2,133 | |
Total U.S. Cellular shareholders' equity | 3,634 | 3,561 | |
Noncontrolling interests | 11 | 10 | |
Total equity | 3,645 | 3,571 | |
Total liabilities and equity | [1] | $ 7,110 | $ 7,060 |
[1] | The consolidated total assets as of December 31, 2016 and 2015 include assets held by consolidated VIEs of $827 million and $658 million, respectively, which are not available to be used to settle the obligations of U.S. Cellular. The consolidated total liabilities as of December 31, 2016 and 2015 include certain liabilities of consolidated VIEs of $19 million and $1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of U.S. Cellular. See Note 13 — Variable Interest Entities for additional information. |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parenthetical - USD ($) shares in Millions, $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Customers and agents, allowances | $ 51 | $ 45 |
Other, allowances | $ 1 | $ 1 |
U.S. Cellular shareholders' equity | ||
Authorized shares | 190 | 190 |
Issued shares | 88 | 88 |
Outstanding shares | 85 | 84 |
Par value | $ 88 | $ 88 |
Treasury shares | 3 | 4 |
Variable Interest Entities VIE's | ||
Total VIE assets that can be used to settle only the VIEs' obligations | $ 827 | $ 658 |
Total VIE liabilities for which creditors have no recourse | $ 19 | $ 1 |
Series A Common Shares | ||
U.S. Cellular shareholders' equity | ||
Authorized shares | 50 | 50 |
Issued shares | 33 | 33 |
Outstanding shares | 33 | 33 |
Par value per share | $ 1 | $ 1 |
Par value | $ 33 | $ 33 |
Common Shares | ||
U.S. Cellular shareholders' equity | ||
Authorized shares | 140 | 140 |
Issued shares | 55 | 55 |
Outstanding shares | 52 | 51 |
Par value per share | $ 1 | $ 1 |
Par value | $ 55 | $ 55 |
Treasury shares | 3 | 4 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Millions | Total | Series A Common and Common shares | Additional paid-in capital | Treasury shares | Retained earnings | Total U.S. Cellular shareholders' equity | Noncontrolling interests |
Beginning balance at Dec. 31, 2013 | $ 3,409 | $ 88 | $ 1,425 | $ (165) | $ 2,043 | $ 3,391 | $ 18 |
Net income (loss) attributable to U.S. Cellular shareholders | (43) | (43) | (43) | ||||
Net income (loss) attributable to noncontrolling interests classified as equity | (4) | (4) | |||||
Repurchase of Common Shares | (19) | (19) | (19) | ||||
Incentive and compensation plans | 1 | 15 | (14) | 1 | |||
Stock-based compensation awards | 21 | 21 | 21 | ||||
Tax windfall (shortfall) from stock awards | (1) | (1) | (1) | ||||
Distributions to noncontrolling interests | (3) | (3) | |||||
Acquisition of assets in common control transaction | (47) | 29 | (76) | (47) | |||
Adjust investment in subsidiaries for noncontrolling interest purchases | (1) | (1) | (1) | ||||
Ending balance at Dec. 31, 2014 | 3,313 | 88 | 1,473 | (169) | 1,910 | 3,302 | 11 |
Net income (loss) attributable to U.S. Cellular shareholders | 241 | 241 | 241 | ||||
Repurchase of Common Shares | (6) | (6) | (6) | ||||
Incentive and compensation plans | 2 | 18 | (16) | 2 | |||
Stock-based compensation awards | 24 | 24 | 24 | ||||
Tax windfall (shortfall) from stock awards | (1) | (1) | (1) | ||||
Distributions to noncontrolling interests | (1) | (1) | |||||
Acquisition of assets in common control transaction | (1) | 1 | (2) | (1) | |||
Ending balance at Dec. 31, 2015 | 3,571 | 88 | 1,497 | (157) | 2,133 | 3,561 | 10 |
Net income (loss) attributable to U.S. Cellular shareholders | 48 | 48 | 48 | ||||
Net income (loss) attributable to noncontrolling interests classified as equity | 2 | 2 | |||||
Repurchase of Common Shares | (5) | (5) | (5) | ||||
Incentive and compensation plans | 5 | 26 | (21) | 5 | |||
Stock-based compensation awards | 25 | 25 | 25 | ||||
Distributions to noncontrolling interests | (1) | (1) | |||||
Ending balance at Dec. 31, 2016 | $ 3,645 | $ 88 | $ 1,522 | $ (136) | $ 2,160 | $ 3,634 | $ 11 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | N ote 1 Summary of Significant Accounting Policies and Recent Accounting Pronouncements United States Cellular Corporation (“U.S. Cellular”), a Delaware Corporation, is an 83% -owned subsidiary of Telephone and Data Systems, Inc. (“TDS”). Nature of Operations U.S. Cellular owns, operates and invests in wireless systems throughout the United States. As of December 31, 2016 , U.S. Cellular served customers with 5.0 million total connections. U.S. Cellular has one reportable segment. Principles of Consolidation The accounting policies of U.S. Cellular 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 U.S. Cellular, its majority-owned subsidiaries, general partnerships in which U.S. Cellular has a majority partnership interest, and variable interest entities (“VIEs”) in which U.S. Cellular is deemed the primary beneficiary. Both VIE and primary beneficiary represent terms defined by GAAP. See Note 13 — Variable Interest Entities for additional information relating to U.S. Cellular’s VIEs. Intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (b) the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates are involved in accounting for goodwill and indefinite-lived intangible assets, income taxes and equipment installment plans. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable consist primarily of amounts owed by customers for wireless services and equipment sales, including sales of certain devices under equipment installment plans, by agents for sales of equipment to them and by other wireless carriers whose customers have used U.S. Cellular’s wireless systems. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses related to existing billed and unbilled accounts receivable. The allowance is estimated based on historical experience, account aging and other factors that could affect collectability. Accounts receivable balances are reviewed on either an aggregate or individual basis for collectability depending on the type of receivable. When it is probable that an account balance will not be collected, the account balance is charged against the allowance for doubtful accounts. U.S. Cellular does not have any off-balance sheet credit exposure related to its customers. Inventory Inventory consists primarily of wireless devices stated at the lower of cost or market, with cost determined using the first-in, first-out method and market determined by replacement cost or estimated net realizable value. Licenses Licenses consist of direct and incremental costs incurred in acquiring Federal Communications Commission (“FCC”) licenses to provide wireless service. U.S. Cellular has determined that wireless licenses are indefinite-lived intangible assets and, therefore, not subject to amortization based on the following factors: Radio spectrum is not a depleting asset. The ability to use radio spectrum is not limited to any one technology. U.S. Cellular and its consolidated subsidiaries are licensed to use radio spectrum through the FCC licensing process, which enables licensees to utilize specified portions of the spectrum for the provision of wireless service. U.S. Cellular and its consolidated subsidiaries are required to renew their FCC licenses every ten years or, in some cases, every fifteen years. To date, all of U.S. Cellular’s license renewal applications have been granted by the FCC. Generally, license renewal applications filed by licensees otherwise in compliance with FCC regulations are routinely granted. If, however, a license renewal application is challenged either by a competing applicant for the license or by a petition to deny the renewal application, the license will be renewed if the licensee can demonstrate its entitlement to a “renewal expectancy.” Licensees are entitled to such an expectancy if they can demonstrate to the FCC that they have provided “substantial service” during their license term and have “substantially complied” with FCC rules and policies. U.S. Cellular believes that it is probable that its future license renewal applications will be granted. U.S. Cellular performs its annual impairment assessment of Licenses as of November 1 of each year or more frequently if there are events or circumstances that cause U.S. Cellular to believe the carrying value of Licenses exceeds their fair value on a more likely than not basis. For purposes of its 2016 and 2015 impairment testing of Licenses, U.S. Cellular separated its FCC licenses into eight units of accounting. The eight units of accounting consisted of one unit of accounting for developed operating market licenses (“built licenses”) and seven geographic non-operating market licenses (“unbuilt licenses”). As of November 1, 2016 and 2015 , U.S. Cellular performed a qualitative impairment assessment to determine whether it was more likely than not that the fair value of the built and unbuilt licenses exceed their carrying value. Based on the impairment assessments performed, U.S. Cellular did not have an impairment of its Licenses in 2016 or 2015 . See Note 7 — Intangible Assets for additional details related to Licenses. Goodwill U.S. Cellular has Goodwill as a result of its acquisitions of wireless businesses. Such Goodwill represents the excess of the total purchase price over the fair value of net assets acquired in these transactions. For purposes of conducting its annual Goodwill impairment test as of November 1, 2016 and 2015 , U.S. Cellular identified one reporting unit. A discounted cash flow approach was used to value the reporting unit for purposes of the Goodwill impairment review. Based upon the impairment assessments performed, U.S. Cellular did not have an impairment of its Goodwill in 2016 or 2015 . See Note 7 — Intangible Assets for additional details related to Goodwill. Investments in Unconsolidated Entities For its equity method investments for which financial information is readily available, U.S. Cellular records its equity in the earnings of the entity in the current period. For its equity method investments for which financial information is not readily available, U.S. Cellular records its equity in the earnings of the entity on a one quarter lag basis. Property, Plant and Equipment U.S. Cellular’s Property, plant and equipment is stated at the original cost of construction or purchase including capitalized costs of certain taxes, payroll-related expenses, interest and estimated costs to remove the assets. Expenditures that enhance the productive capacity of assets in service or extend their useful lives are capitalized and depreciated. Expenditures for maintenance and repairs of assets in service are charged to System operations expense or Selling, general and administrative expense, as applicable. Retirements and disposals of assets are recorded by removing the original cost of the asset (along with the related accumulated depreciation) from plant in service and charging it, together with net removal costs (removal costs less an applicable accrued asset retirement obligation and salvage value realized), to (Gain) loss on asset disposals, net. U.S. Cellular capitalizes certain costs of developing new information systems. Depreciation and Amortization Depreciation is provided using the straight-line method over the estimated useful life of the related asset. U.S. Cellular depreciates leasehold improvement assets associated with leased properties over periods ranging from one to thirty years; such periods approximate the shorter of the assets’ economic lives or the specific lease terms. Useful lives of specific assets are reviewed throughout the year to determine if changes in technology or other business changes would warrant accelerating the depreciation of those specific assets. There were no material changes to useful lives of property, plant and equipment in 2016 , 2015 or 2014 . See Note 9 — Property, Plant and Equipment for additional details related to useful lives. Impairment of Long-Lived Assets U.S. Cellular reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired. U.S. Cellular has one asset group for purposes of assessing property, plant and equipment for impairment based on the fact that the individual operating markets are reliant on centrally operated data centers, mobile telephone switching offices and a network operations center. U.S. Cellular operates a single integrated national wireless network, and the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities represent cash flows generated by this single interdependent network. Agent Liabilities U.S. Cellular has relationships with agents, which are independent businesses that obtain customers for U.S. Cellular. At December 31, 2016 and 2015 , U.S. Cellular had accrued $ 57 million and $ 76 million, respectively, for amounts due to agents. These amounts are included in Other current liabilities in the Consolidated Balance Sheet. Debt Issuance Costs Debt issuance costs include underwriters’ and legal fees and other charges related to issuing various borrowing instruments and other long-term agreements, and are amortized over the respective term of each instrument. U.S. Cellular presents certain debt issuance costs in the balance sheet as an offset to the related debt obligation. Debt issuance costs related to U.S. Cellular’s revolving credit facility are recorded in Other assets and deferred charges in the Consolidated Balance Sheet. Asset Retirement Obligations U.S. Cellular accounts for asset retirement obligations by recording the fair value of a liability for legal obligations associated with an asset retirement in the period in which the obligations are incurred. At the time the liability is incurred, U.S. Cellular records a liability equal to the net present value of the estimated cost of the asset retirement obligation and increases the carrying amount of the related long-lived asset by an equal amount. Until the obligation is fulfilled, U.S. Cellular updates its estimates relating to cash flows required and timing of settlement. U.S. Cellular records the present value of the changes in the future value as an increase or decrease to the liability and the related carrying amount of the long-lived asset. The liability is accreted to future value over a period ending with the estimated settlement date of the respective asset retirement obligation. The carrying amount of the long-lived asset is depreciated over the useful life of the related asset. Upon settlement of the obligation, any difference between the cost to retire the asset and the recorded liability is recognized in the Consolidated Statement of Operations. Treasury Shares Common Shares repurchased by U.S. Cellular are recorded at cost as treasury shares and result in a reduction of equity. When treasury shares are reissued, U.S. Cellular determines the cost using the first-in, first-out cost method. The difference between the cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings. Revenue Recognition Revenues related to services are recognized as services are rendered. Revenues billed in advance or in arrears of the services being provided are estimated and deferred or accrued, as appropriate. Revenues from sales of equipment and accessories are recognized when U.S. Cellular no longer has any requirements to perform, when title has passed and when the products are accepted by the customer. Multiple Deliverable Arrangements U.S. Cellular sells multiple element service and equipment offerings. In these instances, revenues are allocated using the relative selling price method. Under this method, arrangement consideration is allocated to each element on the basis of its relative selling price. Revenue recognized for the delivered items is limited to the amount due from the customer that is not contingent upon the delivery of additional products or services. Loyalty Reward Program In March 2015, U.S. Cellular announced that it would discontinue its loyalty reward program effective September 1, 2015. All unredeemed reward points expired at that time and the deferred revenue balance of $ 58 million related to such expired points was recognized as service revenues. U.S. Cellular followed the deferred revenue method of accounting for its loyalty reward program. Under this method, revenue allocated to loyalty reward points was deferred. The amount allocated to the loyalty points was based on the estimated retail price of the products and services for which points were redeemable divided by the number of loyalty points required to receive such products and services. This was calculated on a weighted average basis and required U.S. Cellular to estimate the percentage of loyalty points that would be redeemed for each product or service. Revenue was recognized at the time of customer redemption or when such points were depleted via an account maintenance charge. U.S. Cellular employed the proportional model to recognize revenues associated with breakage. Under the proportional model, U.S. Cellular allocated a portion of the estimated future breakage to each redemption and recorded revenue proportionally. Equipment Installment Plans U.S. Cellular equipment revenue under equipment installment plan contracts is recognized at the time the device is delivered to the end-user customer for the selling price of the device, net of any deferred imputed interest or trade-in right, if applicable. Imputed interest is reflected as a reduction to the receivable balance and recognized over the duration of the plan as Service revenues. See Note 3 — Equipment Installment Plans for additional information. Incentives Discounts and incentives that are deemed cash are recognized as a reduction of Operating revenues concurrently with the associated revenue. U.S. Cellular issues rebates to its agents and end customers. These incentives are recognized as a reduction to revenue at the time the wireless device sale to the customer occurs. The total potential rebates and incentives are reduced by U.S. Cellular’s estimate of rebates that will not be redeemed by customers based on historical experience of such redemptions. Activation Fees U.S. Cellular charges its end customers activation fees in connection with the sale of certain services and equipment. Device activation fees charged at both agent locations and U.S. Cellular company-owned retail stores in connection with equipment installment plan device transactions are deferred and recognized over a period that corresponds with the equipment upgrade eligibility date based on the contract terms. Device activation fees charged at agent locations in connection with subsidized device sales are deferred and recognized over a period that corresponds with the length of the customer’s service contract. Device activation fees charged at U.S. Cellular company-owned retail stores in connection with subsidized device sales are recognized at the time the device is delivered to the customer. Amounts Collected from Customers and Remitted to Governmental Authorities U.S. Cellular records amounts collected from customers and remitted to governmental authorities on a net basis within a tax liability account if the tax is assessed upon the customer and U.S. Cellular merely acts as an agent in collecting the tax on behalf of the imposing governmental authority. If the tax is assessed upon U.S. Cellular, then amounts collected from customers as recovery of the tax are recorded in Service revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $ 64 million, $ 77 million and $ 97 million for 2016 , 2015 and 2014 , respectively. Eligible Telecommunications Carrier (“ETC”) Revenues Telecommunications companies may be designated by states, or in some cases by the FCC, as an ETC to receive support payments from the Universal Service Fund if they provide specified services in “high cost” areas. ETC revenues recognized in the reporting period represent the amounts which U.S. Cellular is entitled to receive for such period, as determined and approved in connection with U.S. Cellular’s designation as an ETC in various states. Advertising Costs U.S. Cellular expenses advertising costs as incurred. Advertising costs totaled $ 245 million, $ 231 million and $ 205 million in 2016 , 2015 and 2014 , respectively. Income Taxes U.S. Cellular is included in a consolidated federal income tax return with other members of the TDS consolidated group. For financial statement purposes, U.S. Cellular and its subsidiaries calculate their income, income taxes and credits as if they comprised a separate affiliated group. Under a tax allocation agreement between TDS and U.S. Cellular, U.S. Cellular remits its applicable income tax payments to TDS. U.S. Cellular had a tax payable balance with TDS of $ 8 million as of December 31, 2016 and a tax receivable balance with TDS of $ 33 million as of December 31, 2015 . Deferred taxes are computed using the liability method, whereby deferred tax assets are recognized for future deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for future taxable temporary differences. Both deferred tax assets and liabilities are measured using the tax rates anticipated to be in effect when the temporary differences reverse. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. U.S. Cellular evaluates income tax uncertainties, assesses the probability of the ultimate settlement with the applicable taxing authority and records an amount based on that assessment. Deferred taxes are reported as a net non-current asset or liability by jurisdiction. Any corresponding valuation allowance to reduce the amount of deferred tax assets is also recorded as non-current. Stock-Based Compensation and Other Plans U.S. Cellular has established a long-term incentive plan and a non-employee director compensation plan. These plans are considered compensatory plans and, therefore, recognition of compensation cost for grants made under these plans is required. U.S. Cellular recognizes stock compensation expense based upon the fair value of the specific awards granted using established valuation methodologies. The amount of stock compensation cost recognized on either a straight-line basis or graded attribution method is based on the portion of the award that is expected to vest over the requisite service period which generally represents the vesting period. Stock-based compensation cost recognized has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. See Note 16 — Stock-Based Compensation for additional information. Defined Contribution Plans U.S. Cellular participates in a qualified noncontributory defined contribution pension plan sponsored by TDS; such plan provides pension benefits for the employees of U.S. Cellular and its subsidiaries. Under this plan, pension benefits and costs are calculated separately for each participant and are funded currently. Pension costs were $ 11 million in 2016 , 2015 and 2014 . U.S. Cellular also participates in a defined contribution retirement savings plan (“401(k) plan”) sponsored by TDS. Total costs incurred for U.S. Cellular’s contributions to the 401(k) plan were $ 16 million, $ 15 million and $ 15 million in 2016 , 2015 and 2014 , respectively. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and has since amended the standard with Accounting Standards Update 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , Accounting Standards Update 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , Accounting Standards Update 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing , Accounting Standards Update 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients , and Accounting Standards Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . These standards replace existing revenue recognition rules with a single comprehensive model to use in accounting for revenue arising from contracts with customers. U.S. Cellular is required to adopt ASU 2014-09, as amended, on January 1, 2018. Early adoption as of January 1, 2017 is permitted; however, U.S. Cellular did not adopt early. ASU 2014-09, as amended, impacts U.S. Cellular’s revenue recognition related to the allocation of contract revenues between various services and equipment, and the timing of when those revenues are recognized. In addition, ASU 2014-09 requires deferral of incremental contract acquisition and fulfillment costs and subsequent expense recognition over the contract period or expected customer life. U.S. Cellular has identified that new systems, processes and controls are required to adopt ASU 2014-09, as amended. U.S. Cellular has substantially completed the design and development of new systems to perform revenue recognition accounting under the provisions of ASU 2014-09, as amended, and is currently engaged in the process of testing these new systems. U.S. Cellular expects to transition to the new standard under the modified retrospective transition method whereby a cumulative effect adjustment is recognized upon adoption and the guidance is applied prospectively. Upon adoption, the cumulative effect adjustment is expected to include the establishment of contract asset and contract liability accounts with a corresponding adjustment to retained earnings to reflect the reallocation of revenues between service and equipment. Reallocation impacts generally arise when bundle discounts are provided in a contract arrangement that includes equipment and service performance obligations. In these cases, the revenue will be reallocated according to the relative stand-alone selling prices of the performance obligations included in the bundle and this may be different than how the revenue is billed to the customer and recognized under current guidance. In addition, contract cost assets will be established to reflect costs that will be deferred as incremental contract acquisition costs. Incremental contract acquisition costs generally relate to commission costs paid to sales associates. U.S. Cellular is evaluating the full effects that adoption of ASU 2014-09, as amended, will have on its financial position and results of operations. In July 2015, the FASB issued Accounting Standards Update 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured at the lower of cost or net realizable value. U.S. Cellular adopted ASU 2015-11 on January 1, 2017. The adoption of ASU 2015-11 will not have a significant impact on U.S. Cellular’s financial position or results of operations. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU introduces changes to current accounting for equity investments and financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. U.S. Cellular is required to adopt ASU 2016-01 on January 1, 2018. Certain provisions are eligible for early adoption. The adoption of ASU 2016-01 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to record a right-of-use asset and lease liability for almost all leases. This ASU does not substantially impact lessor accounting. U.S. Cellular is required to adopt ASU 2016-02 on January 1, 2019. Early adoption is permitted. Upon adoption of ASU 2016-02, U.S. Cellular expects a substantial increase to assets and liabilities on its balance sheet. U.S. Cellular is evaluating the full effects that adoption of ASU 2016-02 will have on its financial position and results of operations. In March 2016, the FASB issued Accounting Standards Update 2016-04, Liabilities – Extinguishments of Liabilities: Recognition of Breakage from Certain Prepaid Stored-Value Products (“ASU 2016-04”). ASU 2016-04 requires companies that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage (i.e., the value that is ultimately not redeemed by the consumer) in a way that is consistent with how it will be recognized under the new revenue recognition standard. U.S. Cellular is required to adopt ASU 2016-04 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-04 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 intends to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. U.S. Cellular adopted ASU 2016-09 on January 1, 2017. Upon adoption, U.S. Cellular will no longer record adjustments in Additional paid-in capital relating to the tax consequences of share-based payment transactions. Future tax windfalls and shortfalls will be recognized as discrete items within Income tax expense (benefit) on the Consolidated Statement of Operations in the period in which they occur. U.S. Cellular has elected to continue to reduce stock compensation expense for estimated forfeitures. U.S. Cellular’s adoption of this standard is not expected to have a significant impact on its financial position or results of operations, except as it relates to income tax expense, which will be directly impacted in future periods upon the exercise of stock options and the vesting of restricted stock awards. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking, expected loss model to estimate credit losses. It also requires additional disclosure relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. U.S. Cellular is required to adopt ASU 2016-13 on January 1, 2020. Early adoption as of January 1, 2019 is permitted. U.S. Cellular is evaluating the effects that adoption of ASU 2016-13 will have on its financial position, results of operations and disclosures. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight targeted cash flow classification issues. U.S. Cellular adopted ASU 2016-15 on December 31, 2016. U.S. Cellular has historically followed the guidance prescribed by ASU 2016-15 for past transactions and therefore the adoption of ASU 2016-15 had no impact on U.S. Cellular’s statement of cash flows. In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 impacts the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. U.S. Cellular is required to adopt ASU 2016-16 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-16 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations. In October 2016, the FASB issued Accounting Standards Update 2016-17, Consolidation: Interests Held through Related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-17 provides guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in an entity held through related parties that are under common control. U.S. Cellular adopted ASU 2016-17 on January 1, 2017. The adoption of ASU 2016-17 will not have an impact on U.S. Cellular’s financial position or results of operations. In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows: Restricted Cash (“ASU 2016-18”). ASU 2016-18 provides guidance on the placement and reconciliation of restricted cash in the statement of cash flows. U.S. Cellular is required to adopt ASU 2016-18 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-18 is not expected to have a significant impact on U.S. Cellular’s statement of cash flows. In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations: Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. U.S. Cellular is required to adopt ASU 2017-01 on January 1, 2018. U.S. Cellular adopted ASU 2017-01 on January 1, 2017. The adoption of ASU 2017-01 did not have an impact on U.S. Cellular’s financial position or results of operations, but it may impact the accounting for future acquisitions and dispositions of businesses and assets. In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the current goodwill impairment test. Goodwill impairment loss will be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. U.S. Cellular is required to adopt ASU 2017-04 on January 1, 2020. Early adoption is permitted. U.S. Cellular is assessing whether it will early adopt ASU 2017-04. ASU 2017-04 could impact U.S. Cellular’s results of operations upon early adoption or the effective date should it fail the goodwill impairment test. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 2 Fair Value Measurements As of December 31, 2016 and 2015 , U.S. Cellular 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. U.S. Cellular 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 December 31, 2016 December 31, 2015 Book Value Fair Value Book Value Fair Value (Dollars in millions) Cash and cash equivalents 1 $ 586 $ 586 $ 715 $ 715 Long-term debt Retail 2 917 929 917 929 Institutional 2 533 532 533 501 Other 2 203 203 214 214 The fair value of Cash and cash equivalents approximates the book value due to the short-term nature of these financial instruments. Long-term debt excludes capital lease obligations and the current portion of Long-term debt. The fair value of “Retail” Long-term debt was estimated using market prices for the 6.95% Senior Notes, 7.25% 2063 Senior Notes and 7.25% 2064 Senior Notes. U.S. Cellular’s “Institutional” debt consists of the 6.7% Senior Notes which are traded over the counter. U.S. Cellular’s “Other” debt consists of a senior term loan credit facility. U.S. Cellular 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 3.78% to 6.93% and 3.19% to 7.51% at December 31, 2016 and 2015 , respectively. |
Equipment Installment Plans
Equipment Installment Plans | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Equipment Installment Plans | Note 3 Equipment Installment Plans U.S. Cellular sells devices to customers under equipment installment contracts 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. U.S. Cellular values this trade-in right as a guarantee liability. The guarantee liability is initially measured at fair value and is determined based on assumptions including the probability and timing of the customer upgrading to a new device and the fair value of the device being traded-in at the time of trade-in. As of December 31, 2016 and 2015 , the guarantee liability related to these plans was $ 33 million and $ 93 million, respectively, and is reflected in Customer deposits and deferred revenues in the Consolidated Balance Sheet. U.S. Cellular equipment installment plans do not provide for explicit interest charges. Because equipment installment plans have a duration of greater than twelve months, U.S. Cellular imputes interest. U.S. Cellular records imputed interest as a reduction to the related accounts receivable and it is recognized over the term of the installment agreement. Equipment installment plan receivables had a weighted average effective imputed interest rate of 11.2% and 9.7% as of December 31, 2016 and 2015 , respectively. The following table summarizes equipment installment plan receivables as of December 31, 2016 and 2015 . December 31, 2016 2015 (Dollars in millions) Equipment installment plan receivables, gross $ 628 $ 381 Deferred interest (53) (23) Equipment installment plan receivables, net of deferred interest 575 358 Allowance for credit losses (50) (26) Equipment installment plan receivables, net $ 525 $ 332 Net balance presented in the Consolidated Balance Sheet as: Accounts receivable — Due from customers and agents (Current portion) $ 345 $ 264 Other assets and deferred charges (Non-current portion) 180 68 Equipment installment plan receivables, net $ 525 $ 332 U.S. Cellular uses various inputs, including internal data, information from the 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. Customers assigned to credit classes requiring no down payment represent a lower risk category, whereas those assigned to credit classes requiring a down payment represent a higher risk category. The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows: December 31, 2016 December 31, 2015 Lower Risk Higher Risk Total Lower Risk Higher Risk Total (Dollars in millions) Unbilled $ 553 $ 38 $ 591 $ 343 $ 11 $ 354 Billed — current 23 2 25 17 1 18 Billed — past due 10 2 12 8 1 9 Equipment installment plan receivables, gross $ 586 $ 42 $ 628 $ 368 $ 13 $ 381 The activity in the allowance for credit losses balance for the equipment installment plan receivables was as follows: 2016 2015 (Dollars in millions) Allowance for credit losses, beginning of year $ 26 $ 10 Bad debts expense 63 49 Write-offs, net of recoveries (39) (33) Allowance for credit losses, end of year $ 50 $ 26 U.S. Cellular recorded out-of-period adjustments in 2016 due to errors related to equipment installment plan transactions occurring in 2015 (“2016 EIP adjustments”). The 2016 EIP adjustments had the impact of increasing Equipment sales revenues by $ 2 million, decreasing bad debts expense, which is a component of Selling, general and administrative expense, by $ 2 million and increasing Income before income taxes by $ 4 million in 2016. Additionally, U.S. Cellular recorded out-of-period adjustments in 2015 due to errors related to equipment installment plan transactions (“2015 EIP adjustments”) that were attributable to 2014. The 2015 EIP adjustments had the impact of reducing Equipment sales revenues and Income before income taxes by $ 6 million in 2015. U.S. Cellular has determined that these adjustments were not material to any of the periods impacted. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4 Income Taxes U.S. Cellular is included in a consolidated federal income tax return and in certain state income tax returns with other members of the TDS consolidated group. For financial statement purposes, U.S. Cellular and its subsidiaries compute their income tax expense as if they comprised a separate affiliated group and were not included in the TDS consolidated group. U.S. Cellular’s current income taxes balances at December 31, 2016 and 2015 were as follows: December 31, 2016 2015 (Dollars in millions) Federal income taxes receivable (payable) $ (8) $ 33 Net state income taxes receivable – 1 Income tax expense (benefit) is summarized as follows: Year Ended December 31, 2016 2015 2014 (Dollars in millions) Current Federal $ 29 $ 97 $ (79) State (2) 5 9 Deferred Federal 1 48 45 State 5 7 7 State - valuation allowance adjustment – – 6 Total income tax expense (benefit) $ 33 $ 157 $ (12) A reconciliation of U.S. Cellular’s income tax expense computed at the statutory rate to the reported income tax expense, and the statutory federal income tax expense rate to U.S. Cellular’s effective income tax expense rate is as follows: Year Ended December 31, 2016 2015 2014 Amount Rate Amount Rate Amount Rate (Dollars in millions) Statutory federal income tax expense and rate $ 29 35.0 % $ 141 35.0 % $ (21) 35.0 % State income taxes, net of federal benefit 1 3 3.6 8 2.1 12 (20.8) Effect of noncontrolling interests (1) (1.1) 3 0.6 (6) 9.8 Other differences, net 2 2.2 5 1.0 3 (3.9) Total income tax expense (benefit) and rate $ 33 39.7 % $ 157 38.7 % $ (12) 20.1 % 1 State income taxes, net of federal benefit, include changes in unrecognized tax benefits as well as adjustments to the valuation allowance. During the third quarter of 2014, U.S. Cellular recorded a $6 million increase to income tax expense related to a valuation allowance recorded against certain state deferred tax assets. Significant components of U.S. Cellular’s deferred income tax assets and liabilities at December 31, 2016 and 2015 were as follows: December 31, 2016 2015 (Dollars in millions) Deferred tax assets Net operating loss (“NOL”) carryforwards $ 88 $ 79 Stock-based compensation 26 24 Compensation and benefits - other 21 20 Deferred rent 21 19 Other 56 79 Total deferred tax assets 212 221 Less valuation allowance (65) (55) Net deferred tax assets 147 166 Deferred tax liabilities Property, plant and equipment 473 517 Licenses/intangibles 326 306 Partnership investments 173 162 Total deferred tax liabilities 972 985 Net deferred income tax liability $ 825 $ 819 Presented in the Consolidated Balance Sheet as: Deferred income tax liability, net $ 826 $ 821 Other assets and deferred charges (1) (2) Net deferred income tax liability $ 825 $ 819 At December 31, 2016 , U.S. Cellular and certain subsidiaries had $ 1,845 million of state NOL carryforwards (generating a $ 70 million deferred tax asset) available to offset future taxable income. The state NOL carryforwards expire between 2017 and 2036 . Certain subsidiaries had federal NOL carryforwards (generating an $ 18 million deferred tax asset) available to offset their future taxable income. The federal NOL carryforwards expire between 2018 and 2036 . A valuation allowance was established for certain state NOL carryforwards and federal NOL carryforwards since it is more likely than not that a portion of such carryforwards will expire before they can be utilized. A summary of U.S. Cellular’s deferred tax asset valuation allowance is as follows: 2016 2015 2014 (Dollars in millions) Balance at beginning of year $ 55 $ 53 $ 43 Charged to income tax expense 10 2 10 Balance at end of year $ 65 $ 55 $ 53 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2016 2015 2014 (Dollars in millions) Unrecognized tax benefits balance at beginning of year $ 39 $ 36 $ 29 Additions for tax positions of current year 12 7 8 Additions for tax positions of prior years 3 1 – Reductions for tax positions of prior years (1) – (1) Reductions for lapses in statutes of limitations (10) (5) – Unrecognized tax benefits balance at end of year $ 43 $ 39 $ 36 Unrecognized tax benefits are included in Accrued taxes and Other deferred liabilities and credits in the Consolidated Balance Sheet. If these benefits were recognized, they would have reduced income tax expense in 2016 , 2015 and 2014 by $ 29 million , $ 25 million and $ 23 million , respectively, net of the federal benefit from state income taxes. U.S. Cellular recognizes accrued interest and penalties related to unrecognized tax benefits in Income tax expense (benefit) . The amounts charged to income tax expense related to interest and penalties resulted in a benefit of $ 2 million in 2016 and an expense of $ 1 million and $ 4 million in 2015 and 2014 , respectively. Net accrued liabilities for interest and penalties were $ 15 million and $ 17 million at December 31, 2016 and 2015 , respectively, and are included in Other deferred liabilities and credits in the Consolidated Balance Sheet. U.S. Cellular is included in TDS’ consolidated federal and certain state income tax returns. U.S. Cellular also files certain state and local income tax returns separately from TDS. With only limited exceptions, TDS is no longer subject to federal income tax audits for the years prior to 2013 . With only a few exceptions, TDS is no longer subject to state income tax audits for years prior to 2012 . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 5 Earnings Per Share Basic earnings (loss) per share attributable to U.S. Cellular shareholders is computed by dividing Net income (loss) attributable to U.S. Cellular shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share attributable to U.S. Cellular shareholders is computed by dividing Net income (loss) attributable to U.S. Cellular 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 restricted stock units. The amounts used in computing earnings (loss) per common share and the effects of potentially dilutive securities on the weighted average number of common shares were as follows: Year Ended December 31, 2016 2015 2014 (Dollars and shares in millions, except per share amounts) Net income (loss) attributable to U.S. Cellular shareholders $ 48 $ 241 $ (43) Weighted average number of shares used in basic earnings (loss) per share 85 84 84 Effect of dilutive securities 1 – 1 – Weighted average number of shares used in diluted earnings (loss) per share 85 85 84 Basic earnings (loss) per share attributable to U.S. Cellular shareholders $ 0.56 $ 2.86 $ (0.51) Diluted earnings (loss) per share attributable to U.S. Cellular shareholders $ 0.56 $ 2.84 $ (0.51) 1 There were no effects of dilutive securities in 2014 due to the net loss for the year. Certain Common Shares issuable upon the exercise of stock options or vesting of restricted stock units were not included in average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to U.S. Cellular shareholders because their effects were antidilutive. The number of such Common Shares excluded was 3 million shares, 4 million shares and 4 million shares for 2016 , 2015 and 2014 respectively. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Exchanges | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions, Divestitures and Exchanges [Abstract] | |
Acquisitions, Divestitures and Exchanges | Note 6 Acquisitions, Divestitures and Exchanges Divestiture Transaction On May 16, 2013, pursuant to a Purchase and Sale Agreement, U.S. Cellular sold customers and certain PCS spectrum licenses to subsidiaries of Sprint Corp. fka Sprint Nextel Corporation (“Sprint”) in U.S. Cellular’s Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets (“Divestiture Markets”) in consideration for $ 480 million in cash. The Purchase and Sale Agreement also contemplated certain other agreements, together with the Purchase and Sale Agreement collectively referred to as the “Divestiture Transaction.” These agreements require Sprint to reimburse U.S. Cellular up to $ 200 million (the “Sprint Cost Reimbursement”) for certain network decommissioning costs, network site lease rent and termination costs, network access termination costs, and employee termination benefits for specified engineering employees. As of December 31, 2016 , U.S. Cellular had received a cumulative total of $ 118 million pursuant to the Sprint Cost Reimbursement. Sprint Cost Reimbursement totaling $ 7 million, $ 30 million and $ 71 million had been received and recorded in Cash received from divestitures and exchanges in the Consolidated Statement of Cash Flows in 2016 , 2015 , and 2014 , respectively. As a result of the Divestiture Transaction, U.S. Cellular recognized gains of $ 6 million and $ 29 million in (Gain) loss on sale of business and other exit costs, net, in 2015 and 2014 , respectively. Other Acquisitions, Divestitures and Exchanges In July 2016, the FCC announced U.S. Cellular as a qualified bidder in the FCC’s forward auction of 600 MHz spectrum licenses, referred to as Auction 1002, which then commenced in August 2016. In the second quarter of 2016, U.S. Cellular made an upfront payment to the FCC of $ 143 million to establish its initial bidding eligibility. The auction deposit is recorded as a component of Other assets and deferred charges as of December 31, 2016. The Clock Phase of the auction was completed in February 2017 and based on the results of this phase, U.S. Cellular is committed to purchase 600 MHz spectrum licenses for a minimum amount of $327 million, subject to increase as the FCC completes the Assignment Phase of the auction, which is pending. U.S. Cellular expects to be obligated to pay for the total committed amount, less the $143 million deposit, in the second quarter of 2017. In March 2016, U.S. Cellular entered into an agreement with a third party to transfer FCC licenses in non-operating markets and receive FCC licenses in operating markets. The agreement provided for the transfer of certain AWS and PCS spectrum licenses to U.S. Cellular in exchange for U.S. Cellular transferring certain PCS spectrum licenses with a carrying value of $ 8 million and $ 1 million of cash to the third party. This transaction closed in the fourth quarter of 2016, at which time U.S. Cellular recorded a gain of $ 3 million. In February 2016, U.S. Cellular entered into an agreement with a third party to exchange certain 700 MHz licenses for certain AWS and PCS licenses and $ 28 million of cash. This license exchange was accomplished in two closings. The first closing occurred in the second quarter of 2016 at which time U.S. Cellular received $ 13 million of cash and recorded a gain of $ 9 million. The remaining licenses with a carrying value of $ 8 million were classified as “Assets held for sale” in the Consolidated Balance Sheet as of December 31, 2016 . The second closing occurred in February 2017 at which time U.S. Cellular received cash proceeds of $15 million and expects to recognize a gain. In February 2016, U.S. Cellular entered into an additional agreement with a third party that provided for the transfer of certain AWS spectrum licenses and $ 2 million in cash to U.S. Cellular, in exchange for U.S. Cellular transferring certain AWS, PCS and 700 MHz licenses with a carrying value of $ 7 million to the third party. This transaction closed in the third quarter of 2016, at which time U.S. Cellular recorded a gain of $ 7 million. In 2015 and 2016, U.S. Cellular entered into multiple agreements to purchase spectrum licenses located in U.S. Cellular’s existing operating markets. The aggregate purchase price for these spectrum licenses is $ 57 million, of which $ 53 million closed in 2016. The remaining agreements are expected to close in early 2017. In March 2015, U.S. Cellular exchanged certain of its unbuilt PCS licenses for certain other PCS licenses located in U.S. Cellular’s existing operating markets and $ 117 million of cash. As of the transaction date, the licenses received in the transaction had an estimated fair value, per a market approach, of $ 43 million. A gain of $ 125 million was recorded in (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations in the first quarter of 2015. U.S. Cellular participated in Auction 97 indirectly through its limited partnership interest in Advantage Spectrum. Advantage Spectrum was the provisional winning bidder for 124 licenses for an aggregate winning bid of $ 338 million, after its designated entity discount of 25% . Advantage Spectrum’s bid amount, less the upfront payment of $ 60 million paid in 2014, was paid to the FCC in March 2015. These licenses were granted by the FCC in July 2016. See Note 14 — Variable Interest Entities for additional information. In December 2014, U.S. Cellular entered into an agreement with a third party to sell 595 towers and certain related contracts, assets, and liabilities for $ 159 million. This agreement and related transactions are referred to as the “Tower Sale” and were accomplished in two closings. The first closing occurred in December 2014 and included the sale of 236 towers, without tenants, for $ 10 million. On this same date, U.S. Cellular received $ 8 million in earnest money. At the time of the first closing, a $ 4 million gain was recorded. The second closing for the remaining 359 towers, primarily with tenants, took place in January 2015, at which time U.S. Cellular received $ 142 million in additional cash proceeds and recorded a gain of $ 108 million in (Gain) loss on sale of business and other exit costs, net. In September 2014, U.S. Cellular entered into an agreement with a third party to exchange certain PCS and AWS licenses for certain other PCS and AWS licenses and $ 28 million of cash. This license exchange was accomplished in two closings. The first closing occurred in December 2014 at which time U.S. Cellular transferred licenses to the counterparty with a net book value of $ 11 million, received licenses with an estimated fair value, per a market approach, of $ 52 million, recorded a $ 22 million gain and recorded an $ 18 million deferred credit in Other current liabilities. The license that was transferred to the counterparty in the second closing had a net book value of $ 22 million. The second closing occurred in July 2015. At the time of the second closing, U.S. Cellular received $ 28 million in cash and recognized the deferred credit from the first closing resulting in a total gain of $ 24 million recorded on this part of the license exchange. In May 2014, U.S. Cellular entered into a License Purchase and Customer Recommendation Agreement with Airadigm Communications, Inc. (“Airadigm”), a wholly-owned subsidiary of TDS. In September 2014, pursuant to the License Purchase and Customer Recommendation Agreement, Airadigm transferred FCC spectrum licenses and certain tower assets in certain markets in Wisconsin, Iowa, Minnesota and Michigan, for $ 92 million in cash to U.S. Cellular. Since both parties to this transaction are controlled by TDS, upon closing, U.S. Cellular recorded the transferred assets at Airadigm’s net book value of $ 15 million. The difference between the consideration paid and the net book value of the transferred assets was recorded as a reduction of U.S. Cellular’s Retained earnings. In addition, a deferred tax asset was recorded for the difference between the consideration paid and the net book value of the transferred assets, which increased U.S. Cellular’s Additional paid-in capital. In March 2014, U.S. Cellular sold the majority of its St. Louis area non-operating market spectrum license for $ 92 million. A gain of $ 76 million was recorded in (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations in the first quarter of 2014. In February 2014, U.S. Cellular completed an exchange whereby U.S. Cellular received one E block PCS spectrum license covering Milwaukee, WI in exchange for one D block PCS spectrum license covering Milwaukee, WI. The exchange of licenses provided U.S. Cellular with spectrum to meet anticipated future capacity and coverage requirements. No cash, customers, network assets, other assets or liabilities were included in the exchange. As a result of this transaction, U.S. Cellular recognized a gain of $ 16 million, which was recorded in (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations in the first quarter of 2014. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 Intangible Assets Activity related to U.S. Cellular's Licenses and Goodwill is presented below. See Note 6 — Acquisitions, Divestitures and Exchanges for information regarding transactions which affected Licenses during the periods. Licenses 2016 2015 (Dollars in millions) Balance at beginning of year $ 1,834 $ 1,443 Acquisitions 53 346 Transferred to Assets held for sale (8) – Exchanges - Licenses received 25 43 Exchanges - Licenses surrendered (18) – Other – 2 Balance at end of year $ 1,886 $ 1,834 Goodwill There were no significant changes to Goodwill during 2016 or 2015. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2016 | |
Investments in Unconsolidated Entities [Abstract] | |
Investments in Unconsolidated Entities | Note 8 Investments in Unconsolidated Entities Investments in unconsolidated entities consist of amounts invested in wireless entities in which U.S. Cellular holds a noncontrolling interest. These investments are accounted for using either the equity or cost method as shown in the following table: December 31, 2016 2015 (Dollars in millions) Equity method investments: Capital contributions, loans, advances and adjustments $ 108 $ 112 Cumulative share of income 1,577 1,432 Cumulative share of distributions (1,276) (1,183) Total equity method investments 409 361 Cost method investments 4 2 Total investments in unconsolidated entities $ 413 $ 363 The following tables, which are based on information provided in part by third parties, summarize the combined assets, liabilities and equity, and results of operations of U.S. Cellular’s equity method investments: December 31, 2016 2015 (Dollars in millions) Assets Current $ 739 $ 632 Due from affiliates 387 89 Property and other 4,615 4,555 Total assets $ 5,741 $ 5,276 Liabilities and Equity Current liabilities $ 466 $ 808 Deferred credits 184 237 Long-term liabilities 187 147 Long-term capital lease obligations 6 2 Partners' capital and shareholders' equity 4,898 4,082 Total liabilities and equity $ 5,741 $ 5,276 Year Ended December 31, 2016 2015 2014 (Dollars in millions) Results of Operations Revenues $ 6,747 $ 6,958 $ 6,669 Operating expenses 5,047 5,226 5,036 Operating income 1,700 1,732 1,633 Other income (expense), net (11) (7) 1 Net income $ 1,689 $ 1,725 $ 1,634 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 9 Property, Plant and Equipment Property, plant and equipment in service and under construction, and related accumulated depreciation and amortization, as of December 31, 2016 and 2015 were as follows: December 31, Useful Lives (Years) 2016 2015 (Dollars in millions) Land N/A $ 35 $ 36 Buildings 20 297 295 Leasehold and land improvements 1-30 1,153 1,103 Cell site equipment 7-25 3,383 3,383 Switching equipment 5-8 976 960 Office furniture and equipment 3-5 420 502 Other operating assets and equipment 3-5 53 79 System development 1-7 1,217 1,169 Work in process N/A 178 142 Total property, plant and equipment, gross 7,712 7,669 Accumulated depreciation and amortization (5,242) (5,020) Total property, plant and equipment, net $ 2,470 $ 2,649 Depreciation and amortization expense totaled $ 607 million, $ 596 million and $ 593 million in 2016 , 2015 and 2014 , respectively. In 2016 , 2015 and 2014 , (Gain) loss on asset disposals, net included charges of $ 22 million, $ 16 million and $ 21 million, respectively, related to disposals of assets, trade-ins of older assets for replacement assets and other retirements of assets from service in the normal course of business. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligation | Note 10 Asset Retirement Obligations U.S. Cellular is subject to asset retirement obligations associated with its leased cell sites, switching office sites, retail store sites and office locations in its operating markets. Asset retirement obligations generally include obligations to restore leased land and retail store and office premises to their pre-lease conditions. These obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet. In 2016 and 2015 , U.S. Cellular performed a review of the assumptions and estimated costs related to its asset retirement obligations. The results of the reviews (identified as “Revisions in estimated cash outflows”) and other changes in asset retirement obligations during 2016 and 2015 were as follows: 2016 2015 (Dollars in millions) Balance at beginning of year $ 158 $ 152 Additional liabilities accrued 1 2 Revisions in estimated cash outflows 5 (1) Disposition of assets (1) (6) Accretion expense 11 11 Balance at end of year $ 174 $ 158 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 Debt Revolving Credit Facility At December 31, 2016 , U.S. Cellular had a revolving credit facility available for general corporate purposes. In June 2016, U.S. Cellular entered into a $ 300 million revolving credit agreement with certain lenders and other parties. As a result of the new agreement, U.S. Cellular’s revolving credit agreement due to expire in December 2017 was terminated. Amounts under the revolving credit facility may be borrowed, repaid and reborrowed from time to time until maturity in June 2021. As of December 31, 2016 , there were no outstanding borrowings under the revolving credit facility, except for letters of credit. Interest expense representing commitment fees on the unused portion of the revolving line of credit was $ 1 million in each of 2016 , 2015 and 2014 . The commitment fees are based on the unsecured senior debt ratings assigned to U.S. Cellular by certain ratings agencies. The following table summarizes the revolving credit facility as of December 31, 2016 : (Dollars in millions) Maximum borrowing capacity $ 300 Letters of credit outstanding $ 2 Amount borrowed $ – Amount available for use $ 298 Borrowings under the revolving credit facility bear interest either at a LIBOR rate plus 1.75% or at an alternative Base Rate as defined in the revolving credit agreement plus 0.75%, at U.S. Cellular’s option. U.S. Cellular may select a borrowing period of either one, two, three or six months (or other period of twelve months or less if requested by U.S. Cellular and approved by the lenders). U.S. Cellular’s credit spread and commitment fees on its revolving credit facility may be subject to increase if its current credit rating from nationally recognized credit rating agencies is lowered, and may be subject to decrease if the rating is raised. In connection with U.S. Cellular’s revolving credit facility, TDS and U.S. Cellular entered into a subordination agreement dated June 15, 2016 together with the administrative agent for the lenders under U.S. Cellular’s revolving credit agreement. Pursuant to this subordination agreement, (a) any consolidated funded indebtedness from U.S. Cellular to TDS will be unsecured and (b) any (i) consolidated funded indebtedness from U.S. Cellular to TDS (other than “refinancing indebtedness” as defined in the subordination agreement) in excess of $105 million and (ii) refinancing indebtedness in excess of $250 million will be subordinated and made junior in right of payment to the prior payment in full of obligations to the lenders under U.S. Cellular’s revolving credit agreement. As of December 31, 2016 , U.S. Cellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to the revolving credit agreement pursuant to the subordination agreement. The continued availability of the revolving credit facility requires U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing. U.S. Cellular believes it was in compliance as of December 31, 2016 with all covenants and other requirements set forth in the revolving credit facility. The revolving credit agreement includes the following financial covenants: Consolidated Interest Coverage Ratio may not be less than 3.00 to 1.00 as of the end of any fiscal quarter. Consolidated Leverage Ratio may not be greater than the ratios indicated as of the end of any fiscal quarter for each period specified below: Period Ratios From the agreement date of June 15, 2016 through June 30, 2019 3.25 to 1.00 From July 1, 2019 and thereafter 3.00 to 1.00 Certain U.S. Cellular wholly-owned subsidiaries have jointly and severally unconditionally guaranteed the payment and performance of the obligations of U.S. Cellular under the revolving credit agreement pursuant to a guaranty dated June 15, 2016. Other subsidiaries that meet certain criteria will be required to provide a similar guaranty in the future. U.S. Cellular believes it was in compliance with all of the financial and other covenants and requirements set forth in its revolving credit facility as of December 31, 2016 . Term Loan In July 2015, U.S. Cellular borrowed $225 million on a senior term loan credit facility in two separate draws. This facility was entered into in January 2015 and amended and restated in June 2016. The interest rate on outstanding borrowings is reset at three and six month intervals at a rate of LIBOR plus 250 basis points. This credit facility provides for the draws to be continued on a long-term basis under terms that are readily determinable. U.S. Cellular has the ability and intent to carry the debt for the duration of the agreement. Principal reductions are due and payable in quarterly installments of $3 million beginning in March 2016 through December 2021, and the remaining unpaid balance will be due and payable in January 2022. The senior term loan credit facility contains financial covenants and subsidiary guarantees that are consistent with the revolving credit agreements described above. This facility was entered into for general corporate purposes, including working capital, spectrum purchases and capital expenditures. U.S. Cellular believes that it was in compliance with all of the financial and other covenants and requirements set forth in its term loan credit facility as of December 31, 2016 . In connection with U.S. Cellular’s term loan credit facility, TDS and U.S. Cellular entered into a subordination agreement in June 2016 together with the administrative agent for the lenders under U.S. Cellular’s term loan credit agreement, which is substantially the same as the subordination agreement in the U.S. Cellular revolving credit facility described above. As of December 31, 2016 , U.S. Cellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to the term loan facility pursuant to this subordination agreement. Other Long-Term Debt Long-term debt as of December 31, 2016 and 2015 was as follows: December 31, 2016 2015 Issuance date Maturity date Call date (any time on or after) Principal Amount Less Unamortized discount and debt issuance costs Total Principal Amount Less Unamortized discount and debt issuance costs Total (Dollars in millions) Unsecured Senior Notes 6.700% Dec 2003 and June 2004 Dec 2033 Dec 2003 and June 2004 $ 544 $ 15 $ 529 $ 544 $ 15 $ 529 6.950% May 2011 May 2060 May 2016 342 11 331 342 11 331 7.250% Dec 2014 Dec 2063 Dec 2019 275 10 265 275 10 265 7.250% Nov 2015 Dec 2064 Dec 2020 300 10 290 300 10 290 Term Loan Jul 2015 Jan 2022 214 2 212 225 2 223 Obligation on capital leases 2 – 2 2 – 2 Total long-term debt $ 1,677 $ 48 $ 1,629 $ 1,688 $ 48 $ 1,640 Long-term debt, current $ 11 $ 11 Long-term debt, noncurrent $ 1,618 $ 1,629 U.S. Cellular may redeem its 6.95% Senior Notes, 7.25% 2063 Senior Notes and 7.25% 2064 Senior Notes, in whole or in part at any time after the respective call date, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest. U.S. Cellular may redeem the 6.7% Senior Notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100% of the principal amount of such notes, plus accrued and unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points. Interest on the Senior Notes outstanding at December 31, 2016 is payable quarterly, with the exception of the 6.7% Senior Notes for which interest is payable semi-annually. The annual requirements for principal payments on long-term debt are approximately $ 11 million for each year 2017 through 2021 . The covenants associated with U.S. Cellular’s long-term debt obligations, among other things, restrict U.S. Cellular’s ability, subject to certain exclusions, to incur additional liens, enter into sale and leaseback transactions, and sell, consolidate or merge assets. U.S. Cellular’s long-term debt notes do not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in U.S. Cellular’s credit rating. However, a downgrade in U.S. Cellular’s credit rating could adversely affect its ability to obtain long-term debt financing in the future. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 Commitments and Contingencies Agreements During 2016, U.S. Cellular entered into agreements with Apple to purchase certain minimum quantities of Apple iPhone products and fund marketing programs related to the Apple iPhone products over a three-year period beginning in September 2016. Based on current forecasts, U.S. Cellular estimates that the remaining contractual commitment as of December 31, 2016 under these agreements is approximately $ 1,351 million. At this time, U.S. Cellular expects to meet its contractual commitments with Apple. In November 2014, U.S. Cellular executed a Master Statement of Work (“Master”) and certain other documents with Amdocs Software Systems Limited (“Amdocs”). The agreement provides that U.S. Cellular will outsource to Amdocs certain support functions for its Billing and Operations Support System (“B/OSS”). Such functions include application support, billing operations and some infrastructure services. In October 2016, U.S. Cellular executed two Statements of Work (“SOW”) with Amdocs for continued development and support related to its billing system. Both the Master and SOW agreements have terms through September 30, 2019, with the Master being subject to five one-year renewal periods at U.S. Cellular’s option. The estimated amounts to be paid to Amdocs with respect to the Master and SOW agreements during the remaining terms are approximately $ 53 million and $ 67 million (exclusive of travel and expenses and subject to certain potential adjustments), respectively. Lease Commitments U.S. Cellular is a party to various lease agreements, both as lessee and lessor, for office space, retail store sites, cell sites and equipment which are accounted for as operating leases. Certain leases have renewal options and/or fixed rental increases. Renewal options that are reasonably assured of exercise are included in determining the lease term. Any rent abatements or lease incentives, in addition to fixed rental increases, are included in the calculation of rent expense and calculated on a straight-line basis over the defined lease term. As of December 31, 2016 , future minimum rental payments required under operating leases and rental receipts expected under operating leases that have noncancellable lease terms in excess of one year were as follows: Operating Leases Future Minimum Rental Payments Operating Leases Future Minimum Rental Receipts (Dollars in millions) 2017 $ 145 $ 50 2018 129 43 2019 115 33 2020 102 22 2021 91 8 Thereafter 775 1 Total $ 1,357 $ 157 Rent expense totaled $ 161 million, $ 153 million and $ 152 million in 2016 , 2015 and 2014 , respectively. Indemnifications U.S. Cellular enters into agreements in the normal course of business that provide for indemnification of counterparties. The terms of the indemnifications vary by agreement. The events or circumstances that would require U.S. Cellular to perform under these indemnities are transaction specific; however, these agreements may require U.S. Cellular to indemnify the counterparty for costs and losses incurred from litigation or claims arising from the underlying transaction. U.S. Cellular is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time. Historically, U.S. Cellular has not made any significant indemnification payments under such agreements. Legal Proceedings U.S. Cellular is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts. If U.S. Cellular believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements. U.S. Cellular has accrued less than $1 million with respect to legal proceedings and unasserted claims as of December 31, 2016 and 2015 . U.S. Cellular has not accrued any amount for legal proceedings if it cannot estimate the amount of the possible loss or range of loss. U.S. Cellular is unable to estimate any contingent loss in excess of the amounts accrued. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Note 13 Variable Interest Entities U.S. Cellular adopted the provisions of ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis (“ASU 2015-02”), as of January 1, 2016. ASU 2015-02 changed consolidation accounting including revising certain criteria for identifying variable interest entities. As a result, certain consolidated subsidiaries and unconsolidated entities that were not defined as variable interest entities under previous accounting guidance are defined as variable interest entities under the provisions of ASU 2015-02. U.S. Cellular’s modified retrospective adoption of ASU 2015-02 did not change the group of entities which U.S. Cellular is required to consolidate in its financial statements. Accordingly, the adoption of ASU 2015-02 did not impact its financial position or results of operations. Consolidated VIEs U.S. Cellular consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance and (b) the obligation to absorb the VIE losses and right to receive benefits that are significant to the VIE. U.S. Cellular reviews these criteria initially 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 U.S. Cellular’s Form 10-K for the year ended December 31, 2016 . The following VIEs were formed to participate in FCC auctions of wireless spectrum and to fund, establish, and provide wireless service with respect to any FCC licenses won in the auctions: Advantage Spectrum L.P. (“Advantage Spectrum”) and Frequency Advantage L.P., the general partner of Advantage Spectrum; Aquinas Wireless L.P. (“Aquinas Wireless”); and King Street Wireless L.P. (“King Street Wireless”) and King Street Wireless, Inc., the general partner of King Street Wireless. 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 U.S. Cellular subsidiary, to sell or lease certain 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, U.S. Cellular has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that U.S. Cellular is the primary beneficiary of the VIEs. Therefore, in accordance with GAAP, these VIEs are consolidated. In March 2015, King Street Wireless made a $ 60 million distribution to its owners. Of this distribution, $ 6 million was provided to King Street Wireless, Inc. and $ 54 million was provided to U.S. Cellular. FCC Auction 97 ended in January 2015. U.S. Cellular participated in Auction 97 indirectly through its interest in Advantage Spectrum. An indirect subsidiary of U.S. Cellular is a limited partner in Advantage Spectrum. Advantage Spectrum applied as a designated entity, and received bid credits with respect to spectrum purchased in Auction 97. Advantage Spectrum was the winning bidder for 124 licenses for an aggregate bid of $ 338 million, after its designated entity discount of 25% . This amount is classified as Licenses in U.S. Cellular’s Consolidated Balance Sheet at December 31, 2016 , and 2015 . Advantage Spectrum’s bid amount, less the initial deposit of $ 60 million paid in 2014, plus certain other charges totaling $ 2 million, was paid to the FCC in March 2015. These licenses were granted by the FCC in July 2016. U.S. Cellular also consolidates other VIEs that are limited partnerships that provide wireless service. ASU 2015-02 modified the manner in which limited partnerships and similar legal entities are evaluated under the variable interest model. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partners. 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, beginning January 1, 2016, these limited partnerships are also recognized as VIEs and are consolidated under the variable interest model. Prior to the adoption of ASU 2015-02, these limited partnerships were consolidated under the voting interest model. The following table presents the classification of the consolidated VIEs’ assets and liabilities in U.S. Cellular’s Consolidated Balance Sheet. December 31, 2016¹ 2015 (Dollars in millions) Assets Cash and cash equivalents $ 2 $ 1 Accounts receivable 44 – Other current assets 6 – Assets held for sale 2 – Licenses 2 652 649 Property, plant and equipment, net 105 8 Other assets and deferred charges 16 – Total assets $ 827 $ 658 Liabilities Current liabilities $ 21 $ – Deferred liabilities and credits 13 1 Total liabilities $ 34 $ 1 1 The increase in amounts from December 31, 2015 are due primarily to the adoption of ASU 2015-02 as disclosed above. ASU 2015-02 was adopted on a modified retrospective basis and, accordingly, prior year amounts have not been revised to reflect the change in guidance. 2 As disclosed above, payments totaling $338 million were made by Advantage Spectrum to the FCC relating to Auction 97. These licenses were granted in July 2016. Although the licenses had not yet been granted as of December 31, 2015, the payments to the FCC were classified as Licenses at such date. Unconsolidated VIEs U.S. Cellular 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 outlined in ASU 2015-02. U.S. Cellular’s total investment in these unconsolidated entities was $ 6 million and $ 5 million at December 31, 2016 and 2015 , respectively, and is included in Investments in unconsolidated entities in U.S. Cellular’s Consolidated Balance Sheet. The maximum exposure from unconsolidated VIEs is limited to the investment held by U.S. Cellular in those entities. Other Related Matters U.S. Cellular made contributions, loans and/or advances to its VIEs totaling $ 98 million, $ 281 million and $ 61 million in 2016 , 2015 and 2014 , respectively . U.S. Cellular 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 licenses granted in various auctions. U.S. Cellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit agreement and/or other long-term debt. There is no assurance that U.S. Cellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support. The limited partnership agreements of Advantage Spectrum, Aquinas Wireless and King Street Wireless also provide 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 options related to its interests in King Street Wireless and Aquinas Wireless will become exercisable in 2019 and 2020, respectively. The general partner’s put options related to its interest in Advantage Spectrum will become exercisable in 2021 and 2022. The put option price is determined pursuant to a formula that takes into consideration fixed interest rates and the market value of U.S. Cellular’s Common Shares. Upon exercise of the put option, the general partner is required to repay borrowings due to U.S. Cellular. If the general partner does not elect to exercise its put option, the general partner may trigger an appraisal process in which the limited partner (a subsidiary of U.S. Cellular) may have the right, but not the obligation, to purchase the general partner’s interest in the limited partnership at a price and on other terms and conditions specified in the limited partnership agreement. In accordance with requirements under GAAP, U.S. Cellular is required to calculate a theoretical redemption value for all of the put options assuming they are exercisable at the end of each reporting period, even though such exercise is not contractually permitted. Pursuant to GAAP, this theoretical redemption value, net of amounts payable to U.S. Cellular for loans and accrued interest thereon made by U.S. Cellular to the general partners (“net put value”), was $ 1 million at December 31, 2016 and 2015 . The net put value is recorded as Noncontrolling interests with redemption features in U.S. Cellular’s Consolidated Balance Sheet. Also in accordance with GAAP, changes in the redemption value of the put options, net of interest accrued on the loans, are recorded as a component of Net income attributable to noncontrolling interests, net of tax, in U.S. Cellular’s Consolidated Statement of Operations. During 2015, U.S. Cellular recorded out-of-period adjustments attributable to the third quarter of 2013 through the second quarter of 2015 related to an agreement with King Street Wireless. U.S. Cellular determined that these adjustments were not material to the quarterly periods or the annual results for 2015. These out-of-period adjustments had the impact of reducing Net income by $ 3 million and Net income attributable to U.S. Cellular shareholders by $ 4 million in 2015 . |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interests [Abstract] | |
Noncontrolling Interests | Note 14 Noncontrolling Interests U.S. Cellular’s consolidated financial statements include certain noncontrolling interests that meet the GAAP definition of mandatorily redeemable financial instruments. These mandatorily redeemable noncontrolling interests represent interests held by third parties in consolidated partnerships, where the terms of the underlying partnership agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the noncontrolling interest holders and U.S. Cellular in accordance with the respective partnership agreements. The termination dates of these mandatorily redeemable noncontrolling interests range from 2085 to 2113. The estimated aggregate amount that would be due and payable to settle all of these noncontrolling interests assuming an orderly liquidation of the finite-lived consolidated partnerships on December 31, 2016 , net of estimated liquidation costs, is $ 22 million. This amount excludes redemption amounts recorded in Noncontrolling interests with redemption features in the Consolidated Balance Sheet. The estimate of settlement value was based on certain factors and assumptions which are subjective in nature. Changes in those factors and assumptions could result in a materially larger or smaller settlement amount. U.S. Cellular currently has no plans or intentions relating to the liquidation of any of the related partnerships prior to their scheduled termination dates. The corresponding carrying value of the mandatorily redeemable noncontrolling interests in finite-lived consolidated partnerships at December 31, 2016 was $ 11 million, and is included in Noncontrolling interests in the Consolidated Balance Sheet. The excess of the aggregate settlement value over the aggregate carrying value of these mandatorily redeemable noncontrolling interests is due primarily to the unrecognized appreciation of the noncontrolling interest holders’ share of the underlying net assets in the consolidated partnerships. Neither the noncontrolling interest holders’ share, nor U.S. Cellular’s share, of the appreciation of the underlying net assets of these subsidiaries is reflected in the consolidated financial statements. |
Common Shareholders' Equity
Common Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Common Shareholder's Equity | Note 15 Common Shareholders’ Equity Tax-Deferred Savings Plan U.S. Cellular has reserved 67,215 Common Shares for issuance under the TDS Tax-Deferred Savings Plan, a qualified profit ‑ sharing plan pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code. Participating employees have the option of investing their contributions in a U.S. Cellular Common Share fund, a TDS Common Share fund or certain unaffiliated funds. Series A Common Shares Series A Common Shares are convertible on a share-for-share basis into Common Shares. In matters other than the election of directors, each Series A Common Share is entitled to ten votes per share, compared to one vote for each Common Share. The Series A Common Shares are entitled to elect 75% of the directors (rounded down), and the Common Shares elect 25% of the directors (rounded up). As of December 31, 2016 , a majority of U.S. Cellular’s outstanding Common Shares and all of U.S. Cellular’s outstanding Series A Common Shares were held by TDS. Common Share Repurchase Program In November 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to 1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. In December 2016, the U.S. Cellular Board amended this authorization to provide that such amount will be any amount from zero to 1,300,000 beginning on January 1, 2017, as determined by the U.S. Cellular Pricing Committee, and that if the Pricing Committee did not specify an amount for any year, such amount would be zero for such year. The Pricing Committee did not specify any increase as of January 1, 2017. The Pricing Committee was also authorized to decrease the cumulative amount of the authorization at any time, but has not taken any action to do so at this time. As a result, there was no change to the cumulative amount of the share repurchase authorization as of January 1, 2017. As of December 31, 2016 , the total cumulative amount of Common Shares authorized to be purchased is 5,900,849 . The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date. Pursuant to certain employee and non-employee benefit plans, U.S. Cellular reissued the following Treasury Shares: Year Ended December 31, 2016 2015 2014 (Shares in millions) Treasury Shares Reissued 1 – – |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | Note 16 Stock-Based Compensation U.S. Cellular has established the following stock ‑ based compensation plans: Long-Term Incentive Plans and a Non-Employee Director compensation plan. Under the U.S. Cellular Long-Term Incentive Plans, U.S. Cellular may grant fixed and performance based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees. At December 31, 2016 , the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards. Under the Non-Employee Director compensation plan, U.S. Cellular may grant Common Shares to members of the Board of Directors who are not employees of U.S. Cellular or TDS. At December 31, 2016 , U.S. Cellular had reserved 14,759,000 Common Shares for equity awards granted and to be granted under the Long-Term Incentive Plans and 169,000 Common Shares for issuance under the Non-Employee Director compensation plan. U.S. Cellular uses treasury stock to satisfy requirements for Common Shares issued pursuant to its various stock-based compensation plans. Long-Term Incentive Plans – Stock Options – Stock options granted to key employees are exercisable over a specified period not in excess of ten years. Stock options generally vest over a period of three years from the date of grant. Stock options outstanding at December 31, 2016 expire between 2017 and 2026. However, vested stock options typically expire 30 days after the effective date of an employee’s termination of employment for reasons other than retirement. Employees who leave at the age of retirement have 90 days (or one year if they satisfy certain requirements) within which to exercise their vested stock options. The exercise price of options equals the market value of U.S. Cellular Common Shares on the date of grant. U.S. Cellular estimated the fair value of stock options granted during 2016 , 2015 and 2014 using the Black-Scholes valuation model and the assumptions shown in the table below. 2016 2015 2014 Expected life 4.7 years 4.6 years 4.5 years Expected annual volatility rate 30.5% 30.1% 28.0%-28.1% Dividend yield 0% 0% 0% Risk-free interest rate 1.2% 1.2% 1.4%-1.5% Estimated annual forfeiture rate 9.4% 9.7% 9.4% Pre-vesting forfeitures and expected life are estimated based on historical experience related to similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. U.S. Cellular believes that its historical experience provides the best estimates of future pre-vesting forfeitures and future expected life. The expected volatility assumption is based on the historical volatility of U.S. Cellular’s common stock over a period commensurate with the expected life. The dividend yield assumption is zero because U.S. Cellular has never paid a dividend, except a special cash dividend in June 2013, and has expressed its intention to retain all future earnings in the business. The risk-free interest rate assumption is determined using the U.S. Treasury Yield Curve Rate with a term length that approximates the expected life of the stock options. The fair value of options is recognized as compensation cost using an accelerated attribution method over the requisite service periods of the awards, which is generally the vesting period. A summary of U.S. Cellular stock options outstanding (total and portion exercisable) and changes during 2016 is presented in the table below: Common Share Options Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 4,102,000 $ 40.62 (1,849,000 exercisable) $ 44.33 Granted 898,000 45.87 Exercised (541,000) 35.34 Forfeited (197,000) 39.08 Expired (289,000) 50.06 Outstanding at December 31, 2016 3,973,000 $ 41.92 $ 14 6.8 (1,937,000 exercisable) $ 42.54 $ 7 5.0 The weighted average grant date fair value per share of the U.S. Cellular stock options granted in 2016 , 2015 and 2014 was $ 12.77 , $ 9.94 and $ 10.68 , respectively. The aggregate intrinsic value of U.S. Cellular stock options exercised in 2016 , 2015 and 2014 was $ 4 million, $ 2 million and $ 2 million, respectively. The aggregate intrinsic value at December 31, 2016 presented in the table above represents the total pre-tax intrinsic value (the difference between U.S. Cellular’s closing stock price and the exercise price multiplied by the number of in-the-money options) that would have been received by option holders had all options been exercised on December 31, 2016 . Long-Term Incentive Plans – Restricted Stock Units – Restricted stock unit awards granted to key employees generally vest after three years. U.S. Cellular estimates the fair value of restricted stock units based on the closing market price of U.S. Cellular shares on the date of grant. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. A summary of U.S. Cellular nonvested restricted stock units at December 31, 2016 and changes during the year then ended is presented in the table below: Common Restricted Stock Units Number Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 1,194,000 $ 36.70 Granted 571,000 43.32 Vested (348,000) 31.52 Forfeited (107,000) 39.28 Nonvested at December 31, 2016 1,310,000 $ 40.74 The total fair value of restricted stock units that vested during 2016 , 2015 and 2014 was $ 15 million, $ 13 million and $ 11 million, respectively. The weighted average grant date fair value per share of the restricted stock units granted in 2016 , 2015 and 2014 was $ 43.32 , $ 37.24 and $ 41.24 , respectively. Long-Term Incentive Plans – Deferred Compensation Stock Units – Certain U.S. Cellular employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred. All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in U.S. Cellular Common Share stock units. The amount of U.S. Cellular’s matching contribution depends on the portion of the annual bonus that is deferred. Participants receive a 25% match for amounts deferred up to 50% of their total annual bonus and a 33% match for amounts that exceed 50% of their total annual bonus; such matching contributions also are deemed to be invested in U.S. Cellular Common Share stock units and vest over three years. The total fair value of deferred compensation stock units that vested during 2016 and 2015 was less than $1 million. The weighted average grant date fair value per share of the deferred compensation stock units granted in 2016 and 2015 was $ 41.31 and $35.96 , respectively. There were no deferred compensation stock units granted or that vested during 2014. As of December 31, 2016 , there were 7,000 vested but unissued deferred compensation stock units valued at less than $1 million. Compensation of Non-Employee Directors – U.S. Cellular issued 13,000 , 15,000 and 14,200 Common Shares in 2016 , 2015 and 2014 , respectively, under its Non-Employee Director compensation plan. Stock ‑ Based Compensation Expense The following table summarizes stock ‑ based compensation expense recognized during 2016 , 2015 and 2014 : Year Ended December 31, 2016 2015 2014 (Dollars in millions) Stock option awards $ 11 $ 11 $ 10 Restricted stock unit awards 14 13 11 Deferred compensation bonus and matching stock unit awards – – – Awards under Non-Employee Director compensation plan 1 1 1 Total stock-based compensation, before income taxes 26 25 22 Income tax benefit (10) (10) (8) Total stock-based compensation expense, net of income taxes $ 16 $ 15 $ 14 The following table provides a summary of the stock-based compensation expense included in the Consolidated Statement of Operations for the years ended: December 31, 2016 2015 2014 (Dollars in millions) Selling, general and administrative expense $ 23 $ 22 $ 19 System operations 3 3 3 Total stock-based compensation expense $ 26 $ 25 $ 22 At December 31, 2016 , unrecognized compensation cost for all U.S. Cellular stock ‑ based compensation awards was $ 29 million and is expected to be recognized over a weighted average period of 1.8 years. U.S. Cellular’s tax benefits realized from the exercise of stock options and other awards totaled $ 8 million in 2016 . |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Disclosures | Note 17 Supplemental Cash Flow Disclosures Following are supplemental cash flow disclosures regarding interest paid and income taxes paid. Year Ended December 31, 2016 2015 2014 (Dollars in millions) Interest paid $ 113 $ 81 $ 55 Income taxes paid, net of refunds received (11) 59 33 Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards. In certain situations, U.S. Cellular withholds shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the exercise price and/or the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting. U.S. Cellular then pays the amount of the required tax withholdings to the taxing authorities in cash. Year Ended December 31, 2016 2015 2014 (Dollars in millions) Common Shares withheld 308,010 228,011 163,355 Aggregate value of Common Shares withheld $ 13 $ 8 $ 7 Cash receipts upon exercise of stock options 12 7 5 Cash disbursements for payment of taxes (6) (5) (4) Net cash receipts from exercise of stock options and vesting of other stock awards $ 6 $ 2 $ 1 On September 27, 2012, the FCC conducted a single round, sealed bid, reverse auction to award up to $ 300 million in one-time Mobility Fund Phase I support to successful bidders that commit to provide 3G, or better, wireless service in areas designated as unserved by the FCC. This auction was designated by the FCC as Auction 901. U.S. Cellular and several of its wholly-owned subsidiaries participated in Auction 901 and were winning bidders in eligible areas within 10 states and will receive up to $ 40 million in one-time support from the Mobility Fund. These funds when received reduce the carrying amount of the assets to which they relate or offset operating expenses. In connection with these winning bids, in June 2013, U.S. Cellular provided $ 17 million letters of credit to the FCC, of which $ 2 million remained outstanding as of December 31, 2016 . U.S. Cellular has received $ 35 million in support funds, of which the entire balance has been spent as of December 31, 2016 . U.S. Cellular has set up a receivable in the amount of $ 2 million as of December 31, 2016 pending final review from the FCC to release funds. |
Certain Relationships and Relat
Certain Relationships and Related Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Transactions | Note 18 Certain Relationships and Related Transactions The following persons are partners of Sidley Austin LLP, the principal law firm of U.S. Cellular and its subsidiaries: Walter C.D. Carlson, a director of U.S. Cellular, a director and non-executive Chairman of the Board of Directors of TDS and a trustee and beneficiary of a voting trust that controls TDS; William S. DeCarlo, the General Counsel of TDS and an Assistant Secretary of TDS and certain subsidiaries of TDS; and Stephen P. Fitzell, the General Counsel of U.S. Cellular and TDS Telecommunications Corporation and an Assistant Secretary of U.S. Cellular and certain other subsidiaries of TDS. Walter C.D. Carlson does not provide legal services to TDS, U.S. Cellular or their subsidiaries. U.S. Cellular and its subsidiaries incurred legal costs from Sidley Austin LLP of $ 6 million in 2016 , $ 9 million in 2015 and $ 11 million in 2014 . U.S. Cellular is billed for all services it receives from TDS, pursuant to the terms of various agreements between it and TDS. These billings are included in U.S. Cellular's Selling, general and administrative expenses. Some of these agreements were established at a time prior to U.S. Cellular's initial public offering when TDS owned more than 90% of U.S. Cellular's outstanding capital stock and may not reflect terms that would be obtainable from an unrelated third party through arms-length negotiations. Billings from TDS and certain of its subsidiaries to U.S. Cellular are based on expenses specifically identified to U.S. Cellular and on allocations of common expenses. Such allocations are based on the relationship of U.S. Cellular's assets, employees, investment in property, plant and equipment and expenses relative to all subsidiaries in the TDS consolidated group. Management believes the method TDS uses to allocate common expenses is reasonable and that all expenses and costs applicable to U.S. Cellular are reflected in its financial statements. Billings to U.S. Cellular from TDS totaled $ 94 million, $ 96 million and $ 91 million in 2016 , 2015 and 2014 , respectively. In December 2014, U.S. Cellular entered into an agreement to sell 595 towers outside of its core markets to a third party for $ 159 million. The sale of certain of the towers was completed in December 2014, and the sale of the remaining towers was completed in January 2015. See Note 6 – Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements. Of the 595 towers, six towers were acquired by U.S. Cellular from Airadigm for a total of $ 3 million. These six towers were included as part of the sale of towers by U.S. Cellular in order to avoid the need for two sets of transaction documents. The value of $ 3 million paid by U.S. Cellular to Airadigm for such six towers was determined using the same method of valuation that was used to value the towers owned by U.S. Cellular that were sold to the third party. The Audit Committee of the board of directors reviewed and evaluated this transaction between U.S. Cellular and Airadigm. In December 2013, TDS initially proposed to have Airadigm sell to U.S. Cellular the FCC spectrum licenses, towers and customers in certain Airadigm markets. Because TDS owns 100% of the common stock of Airadigm and, at the time of the transaction, approximately 84% of the common stock of U.S. Cellular, this proposal was a related party transaction. Accordingly, the U.S. Cellular Board of Directors formed a Special Committee comprised entirely of independent and disinterested directors with exclusive authority to consider, negotiate and, if appropriate, approve any such transaction with Airadigm without any further involvement of the full board. The U.S. Cellular Special Committee engaged independent financial advisors and legal counsel. The transaction was negotiated between representatives of TDS and Airadigm, on the one hand, and the Special Committee and its representatives, on the other hand. The U.S. Cellular Special Committee also received a fairness opinion from its independent financial advisor. Following these events, the Special Committee approved a License Purchase and Customer Recommendation Agreement between U.S. Cellular and Airadigm. Pursuant to the License Purchase and Customer Recommendation Agreement, on September 10, 2014, Airadigm transferred to U.S. Cellular Federal Communications Commission (“FCC”) spectrum licenses and certain tower assets in certain markets in Wisconsin, Iowa, Minnesota and Michigan, in consideration for $ 92 million in cash. See Note 6 – Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements. The Audit Committee of the Board of Directors of U.S. Cellular is responsible for the review and evaluation of all related-party transactions as such term is defined by the rules of the New York Stock Exchange. |
Retrospective Application of Ch
Retrospective Application of Change in Accounting Policy | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Retrospective Application of Change in Accounting Policy | Note 19 Retrospective Application of Change in Accounting Policy Effective January 1, 2017, U.S. Cellular elected to change the classification of interest income on equipment installment plan contracts from Interest and dividend income to Service revenues in the Consolidated Statement of Operations. U.S. Cellular believes this classification is preferable because financing of devices as part of enrolling customers for service is an activity that is central to U.S. Cellular’s operations, and it is consistent with the presentation by others in the industry. As a result of this change in classification, Service revenues for the year ended December 31, 2016, 2015 and 2014 increased by $ 51 million, $ 34 million and $ 9 million from previously reported amounts, with corresponding decreases in Interest and dividend income. This change did not have an impact on Income before income taxes, Net income, or Earnings per share for the year ended December 31, 2016, 2015 or 2014, nor did it have a cumulative impact to Retained earnings as of any date presented. The following tables provide information regarding the impact of these revisions on selected consolidated financial data: 2016 2015 2014 Year Ended December 31, 2016 As previously reported 1 As adjusted As previously reported 1 As adjusted As previously reported 1 As adjusted (Dollars in millions) Operating Revenues Service $ 3,030 $ 3,081 $ 3,350 3,384 3,398 3,407 Total operating revenues 3,939 3,990 3,997 4,031 3,893 3,902 Operating income (loss) (3) 48 313 347 (143) (134) Investment and other income (expenses) Interest and dividend income 57 6 36 2 12 3 Total investment and other income 85 34 91 57 84 75 1 In Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Significant Accounting Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations | U.S. Cellular owns, operates and invests in wireless systems throughout the United States. As of December 31, 2016 , U.S. Cellular served customers with 5.0 million total connections. U.S. Cellular has one reportable segment. |
Principles of Consolidation | The accounting policies of U.S. Cellular 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 U.S. Cellular, its majority-owned subsidiaries, general partnerships in which U.S. Cellular has a majority partnership interest, and variable interest entities (“VIEs”) in which U.S. Cellular is deemed the primary beneficiary. Both VIE and primary beneficiary represent terms defined by GAAP. See Note 13 — Variable Interest Entities for additional information relating to U.S. Cellular’s VIEs. Intercompany accounts and transactions have been eliminated. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (b) the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates are involved in accounting for goodwill and indefinite-lived intangible assets, income taxes and equipment installment plans. |
Cash and Cash Equivalents | Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. |
Accounts Receivable | Accounts receivable consist primarily of amounts owed by customers for wireless services and equipment sales, including sales of certain devices under equipment installment plans, by agents for sales of equipment to them and by other wireless carriers whose customers have used U.S. Cellular’s wireless systems. |
Allowance for Doubtful Accounts | The allowance for doubtful accounts is the best estimate of the amount of probable credit losses related to existing billed and unbilled accounts receivable. The allowance is estimated based on historical experience, account aging and other factors that could affect collectability. Accounts receivable balances are reviewed on either an aggregate or individual basis for collectability depending on the type of receivable. When it is probable that an account balance will not be collected, the account balance is charged against the allowance for doubtful accounts. U.S. Cellular does not have any off-balance sheet credit exposure related to its customers. |
Inventory | Inventory consists primarily of wireless devices stated at the lower of cost or market, with cost determined using the first-in, first-out method and market determined by replacement cost or estimated net realizable value. |
Intangible Assets | Licenses Licenses consist of direct and incremental costs incurred in acquiring Federal Communications Commission (“FCC”) licenses to provide wireless service. U.S. Cellular has determined that wireless licenses are indefinite-lived intangible assets and, therefore, not subject to amortization based on the following factors: Radio spectrum is not a depleting asset. The ability to use radio spectrum is not limited to any one technology. U.S. Cellular and its consolidated subsidiaries are licensed to use radio spectrum through the FCC licensing process, which enables licensees to utilize specified portions of the spectrum for the provision of wireless service. U.S. Cellular and its consolidated subsidiaries are required to renew their FCC licenses every ten years or, in some cases, every fifteen years. To date, all of U.S. Cellular’s license renewal applications have been granted by the FCC. Generally, license renewal applications filed by licensees otherwise in compliance with FCC regulations are routinely granted. If, however, a license renewal application is challenged either by a competing applicant for the license or by a petition to deny the renewal application, the license will be renewed if the licensee can demonstrate its entitlement to a “renewal expectancy.” Licensees are entitled to such an expectancy if they can demonstrate to the FCC that they have provided “substantial service” during their license term and have “substantially complied” with FCC rules and policies. U.S. Cellular believes that it is probable that its future license renewal applications will be granted. U.S. Cellular performs its annual impairment assessment of Licenses as of November 1 of each year or more frequently if there are events or circumstances that cause U.S. Cellular to believe the carrying value of Licenses exceeds their fair value on a more likely than not basis. For purposes of its 2016 and 2015 impairment testing of Licenses, U.S. Cellular separated its FCC licenses into eight units of accounting. The eight units of accounting consisted of one unit of accounting for developed operating market licenses (“built licenses”) and seven geographic non-operating market licenses (“unbuilt licenses”). As of November 1, 2016 and 2015 , U.S. Cellular performed a qualitative impairment assessment to determine whether it was more likely than not that the fair value of the built and unbuilt licenses exceed their carrying value. Based on the impairment assessments performed, U.S. Cellular did not have an impairment of its Licenses in 2016 or 2015 . See Note 7 — Intangible Assets for additional details related to Licenses. Goodwill U.S. Cellular has Goodwill as a result of its acquisitions of wireless businesses. Such Goodwill represents the excess of the total purchase price over the fair value of net assets acquired in these transactions. For purposes of conducting its annual Goodwill impairment test as of November 1, 2016 and 2015 , U.S. Cellular identified one reporting unit. A discounted cash flow approach was used to value the reporting unit for purposes of the Goodwill impairment review. Based upon the impairment assessments performed, U.S. Cellular did not have an impairment of its Goodwill in 2016 or 2015 . See Note 7 — Intangible Assets for additional details related to Goodwill. |
Investments in Unconsolidated Entities | For its equity method investments for which financial information is readily available, U.S. Cellular records its equity in the earnings of the entity in the current period. For its equity method investments for which financial information is not readily available, U.S. Cellular records its equity in the earnings of the entity on a one quarter lag basis. |
Property, Plant and Equipment | U.S. Cellular’s Property, plant and equipment is stated at the original cost of construction or purchase including capitalized costs of certain taxes, payroll-related expenses, interest and estimated costs to remove the assets. Expenditures that enhance the productive capacity of assets in service or extend their useful lives are capitalized and depreciated. Expenditures for maintenance and repairs of assets in service are charged to System operations expense or Selling, general and administrative expense, as applicable. Retirements and disposals of assets are recorded by removing the original cost of the asset (along with the related accumulated depreciation) from plant in service and charging it, together with net removal costs (removal costs less an applicable accrued asset retirement obligation and salvage value realized), to (Gain) loss on asset disposals, net. U.S. Cellular capitalizes certain costs of developing new information systems. |
Depreciation and amortization | Depreciation is provided using the straight-line method over the estimated useful life of the related asset. U.S. Cellular depreciates leasehold improvement assets associated with leased properties over periods ranging from one to thirty years; such periods approximate the shorter of the assets’ economic lives or the specific lease terms. Useful lives of specific assets are reviewed throughout the year to determine if changes in technology or other business changes would warrant accelerating the depreciation of those specific assets. There were no material changes to useful lives of property, plant and equipment in 2016 , 2015 or 2014 . See Note 9 — Property, Plant and Equipment for additional details related to useful lives. |
Impairment of Long-lived Assets | U.S. Cellular reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired. U.S. Cellular has one asset group for purposes of assessing property, plant and equipment for impairment based on the fact that the individual operating markets are reliant on centrally operated data centers, mobile telephone switching offices and a network operations center. U.S. Cellular operates a single integrated national wireless network, and the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities represent cash flows generated by this single interdependent network. |
Agent Liabilities | U.S. Cellular has relationships with agents, which are independent businesses that obtain customers for U.S. Cellular. At December 31, 2016 and 2015 , U.S. Cellular had accrued $ 57 million and $ 76 million, respectively, for amounts due to agents. These amounts are included in Other current liabilities in the Consolidated Balance Sheet. |
Debt Issuance Costs | Debt issuance costs include underwriters’ and legal fees and other charges related to issuing various borrowing instruments and other long-term agreements, and are amortized over the respective term of each instrument. U.S. Cellular presents certain debt issuance costs in the balance sheet as an offset to the related debt obligation. Debt issuance costs related to U.S. Cellular’s revolving credit facility are recorded in Other assets and deferred charges in the Consolidated Balance Sheet. |
Asset Retirement Obligations | U.S. Cellular accounts for asset retirement obligations by recording the fair value of a liability for legal obligations associated with an asset retirement in the period in which the obligations are incurred. At the time the liability is incurred, U.S. Cellular records a liability equal to the net present value of the estimated cost of the asset retirement obligation and increases the carrying amount of the related long-lived asset by an equal amount. Until the obligation is fulfilled, U.S. Cellular updates its estimates relating to cash flows required and timing of settlement. U.S. Cellular records the present value of the changes in the future value as an increase or decrease to the liability and the related carrying amount of the long-lived asset. The liability is accreted to future value over a period ending with the estimated settlement date of the respective asset retirement obligation. The carrying amount of the long-lived asset is depreciated over the useful life of the related asset. Upon settlement of the obligation, any difference between the cost to retire the asset and the recorded liability is recognized in the Consolidated Statement of Operations. |
Treasury Shares | Common Shares repurchased by U.S. Cellular are recorded at cost as treasury shares and result in a reduction of equity. When treasury shares are reissued, U.S. Cellular determines the cost using the first-in, first-out cost method. The difference between the cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings. |
Revenue Recognition | Revenues related to services are recognized as services are rendered. Revenues billed in advance or in arrears of the services being provided are estimated and deferred or accrued, as appropriate. Revenues from sales of equipment and accessories are recognized when U.S. Cellular no longer has any requirements to perform, when title has passed and when the products are accepted by the customer. Multiple Deliverable Arrangements U.S. Cellular sells multiple element service and equipment offerings. In these instances, revenues are allocated using the relative selling price method. Under this method, arrangement consideration is allocated to each element on the basis of its relative selling price. Revenue recognized for the delivered items is limited to the amount due from the customer that is not contingent upon the delivery of additional products or services. Loyalty Reward Program In March 2015, U.S. Cellular announced that it would discontinue its loyalty reward program effective September 1, 2015. All unredeemed reward points expired at that time and the deferred revenue balance of $ 58 million related to such expired points was recognized as service revenues. U.S. Cellular followed the deferred revenue method of accounting for its loyalty reward program. Under this method, revenue allocated to loyalty reward points was deferred. The amount allocated to the loyalty points was based on the estimated retail price of the products and services for which points were redeemable divided by the number of loyalty points required to receive such products and services. This was calculated on a weighted average basis and required U.S. Cellular to estimate the percentage of loyalty points that would be redeemed for each product or service. Revenue was recognized at the time of customer redemption or when such points were depleted via an account maintenance charge. U.S. Cellular employed the proportional model to recognize revenues associated with breakage. Under the proportional model, U.S. Cellular allocated a portion of the estimated future breakage to each redemption and recorded revenue proportionally. Equipment Installment Plans U.S. Cellular equipment revenue under equipment installment plan contracts is recognized at the time the device is delivered to the end-user customer for the selling price of the device, net of any deferred imputed interest or trade-in right, if applicable. Imputed interest is reflected as a reduction to the receivable balance and recognized over the duration of the plan as Service revenues. See Note 3 — Equipment Installment Plans for additional information. Incentives Discounts and incentives that are deemed cash are recognized as a reduction of Operating revenues concurrently with the associated revenue. U.S. Cellular issues rebates to its agents and end customers. These incentives are recognized as a reduction to revenue at the time the wireless device sale to the customer occurs. The total potential rebates and incentives are reduced by U.S. Cellular’s estimate of rebates that will not be redeemed by customers based on historical experience of such redemptions. Activation Fees U.S. Cellular charges its end customers activation fees in connection with the sale of certain services and equipment. Device activation fees charged at both agent locations and U.S. Cellular company-owned retail stores in connection with equipment installment plan device transactions are deferred and recognized over a period that corresponds with the equipment upgrade eligibility date based on the contract terms. Device activation fees charged at agent locations in connection with subsidized device sales are deferred and recognized over a period that corresponds with the length of the customer’s service contract. Device activation fees charged at U.S. Cellular company-owned retail stores in connection with subsidized device sales are recognized at the time the device is delivered to the customer. Amounts Collected from Customers and Remitted to Governmental Authorities U.S. Cellular records amounts collected from customers and remitted to governmental authorities on a net basis within a tax liability account if the tax is assessed upon the customer and U.S. Cellular merely acts as an agent in collecting the tax on behalf of the imposing governmental authority. If the tax is assessed upon U.S. Cellular, then amounts collected from customers as recovery of the tax are recorded in Service revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $ 64 million, $ 77 million and $ 97 million for 2016 , 2015 and 2014 , respectively. Eligible Telecommunications Carrier (“ETC”) Revenues Telecommunications companies may be designated by states, or in some cases by the FCC, as an ETC to receive support payments from the Universal Service Fund if they provide specified services in “high cost” areas. ETC revenues recognized in the reporting period represent the amounts which U.S. Cellular is entitled to receive for such period, as determined and approved in connection with U.S. Cellular’s designation as an ETC in various states. |
Advertising Costs | U.S. Cellular expenses advertising costs as incurred. Advertising costs totaled $ 245 million, $ 231 million and $ 205 million in 2016 , 2015 and 2014 , respectively. |
Income Taxes | U.S. Cellular is included in a consolidated federal income tax return with other members of the TDS consolidated group. For financial statement purposes, U.S. Cellular and its subsidiaries calculate their income, income taxes and credits as if they comprised a separate affiliated group. Under a tax allocation agreement between TDS and U.S. Cellular, U.S. Cellular remits its applicable income tax payments to TDS. U.S. Cellular had a tax payable balance with TDS of $ 8 million as of December 31, 2016 and a tax receivable balance with TDS of $ 33 million as of December 31, 2015 . Deferred taxes are computed using the liability method, whereby deferred tax assets are recognized for future deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for future taxable temporary differences. Both deferred tax assets and liabilities are measured using the tax rates anticipated to be in effect when the temporary differences reverse. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. U.S. Cellular evaluates income tax uncertainties, assesses the probability of the ultimate settlement with the applicable taxing authority and records an amount based on that assessment. Deferred taxes are reported as a net non-current asset or liability by jurisdiction. Any corresponding valuation allowance to reduce the amount of deferred tax assets is also recorded as non-current. |
Stock-Based Compensation and Other Plans | U.S. Cellular has established a long-term incentive plan and a non-employee director compensation plan. These plans are considered compensatory plans and, therefore, recognition of compensation cost for grants made under these plans is required. U.S. Cellular recognizes stock compensation expense based upon the fair value of the specific awards granted using established valuation methodologies. The amount of stock compensation cost recognized on either a straight-line basis or graded attribution method is based on the portion of the award that is expected to vest over the requisite service period which generally represents the vesting period. Stock-based compensation cost recognized has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. See Note 16 — Stock-Based Compensation for additional information. |
Defined Contribution Plans | U.S. Cellular participates in a qualified noncontributory defined contribution pension plan sponsored by TDS; such plan provides pension benefits for the employees of U.S. Cellular and its subsidiaries. Under this plan, pension benefits and costs are calculated separately for each participant and are funded currently. Pension costs were $ 11 million in 2016 , 2015 and 2014 . U.S. Cellular also participates in a defined contribution retirement savings plan (“401(k) plan”) sponsored by TDS. Total costs incurred for U.S. Cellular’s contributions to the 401(k) plan were $ 16 million, $ 15 million and $ 15 million in 2016 , 2015 and 2014 , respectively. |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and has since amended the standard with Accounting Standards Update 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , Accounting Standards Update 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , Accounting Standards Update 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing , Accounting Standards Update 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients , and Accounting Standards Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . These standards replace existing revenue recognition rules with a single comprehensive model to use in accounting for revenue arising from contracts with customers. U.S. Cellular is required to adopt ASU 2014-09, as amended, on January 1, 2018. Early adoption as of January 1, 2017 is permitted; however, U.S. Cellular did not adopt early. ASU 2014-09, as amended, impacts U.S. Cellular’s revenue recognition related to the allocation of contract revenues between various services and equipment, and the timing of when those revenues are recognized. In addition, ASU 2014-09 requires deferral of incremental contract acquisition and fulfillment costs and subsequent expense recognition over the contract period or expected customer life. U.S. Cellular has identified that new systems, processes and controls are required to adopt ASU 2014-09, as amended. U.S. Cellular has substantially completed the design and development of new systems to perform revenue recognition accounting under the provisions of ASU 2014-09, as amended, and is currently engaged in the process of testing these new systems. U.S. Cellular expects to transition to the new standard under the modified retrospective transition method whereby a cumulative effect adjustment is recognized upon adoption and the guidance is applied prospectively. Upon adoption, the cumulative effect adjustment is expected to include the establishment of contract asset and contract liability accounts with a corresponding adjustment to retained earnings to reflect the reallocation of revenues between service and equipment. Reallocation impacts generally arise when bundle discounts are provided in a contract arrangement that includes equipment and service performance obligations. In these cases, the revenue will be reallocated according to the relative stand-alone selling prices of the performance obligations included in the bundle and this may be different than how the revenue is billed to the customer and recognized under current guidance. In addition, contract cost assets will be established to reflect costs that will be deferred as incremental contract acquisition costs. Incremental contract acquisition costs generally relate to commission costs paid to sales associates. U.S. Cellular is evaluating the full effects that adoption of ASU 2014-09, as amended, will have on its financial position and results of operations. In July 2015, the FASB issued Accounting Standards Update 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured at the lower of cost or net realizable value. U.S. Cellular adopted ASU 2015-11 on January 1, 2017. The adoption of ASU 2015-11 will not have a significant impact on U.S. Cellular’s financial position or results of operations. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU introduces changes to current accounting for equity investments and financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. U.S. Cellular is required to adopt ASU 2016-01 on January 1, 2018. Certain provisions are eligible for early adoption. The adoption of ASU 2016-01 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to record a right-of-use asset and lease liability for almost all leases. This ASU does not substantially impact lessor accounting. U.S. Cellular is required to adopt ASU 2016-02 on January 1, 2019. Early adoption is permitted. Upon adoption of ASU 2016-02, U.S. Cellular expects a substantial increase to assets and liabilities on its balance sheet. U.S. Cellular is evaluating the full effects that adoption of ASU 2016-02 will have on its financial position and results of operations. In March 2016, the FASB issued Accounting Standards Update 2016-04, Liabilities – Extinguishments of Liabilities: Recognition of Breakage from Certain Prepaid Stored-Value Products (“ASU 2016-04”). ASU 2016-04 requires companies that sell prepaid stored-value products redeemable for goods, services or cash at third-party merchants to recognize breakage (i.e., the value that is ultimately not redeemed by the consumer) in a way that is consistent with how it will be recognized under the new revenue recognition standard. U.S. Cellular is required to adopt ASU 2016-04 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-04 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 intends to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. U.S. Cellular adopted ASU 2016-09 on January 1, 2017. Upon adoption, U.S. Cellular will no longer record adjustments in Additional paid-in capital relating to the tax consequences of share-based payment transactions. Future tax windfalls and shortfalls will be recognized as discrete items within Income tax expense (benefit) on the Consolidated Statement of Operations in the period in which they occur. U.S. Cellular has elected to continue to reduce stock compensation expense for estimated forfeitures. U.S. Cellular’s adoption of this standard is not expected to have a significant impact on its financial position or results of operations, except as it relates to income tax expense, which will be directly impacted in future periods upon the exercise of stock options and the vesting of restricted stock awards. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking, expected loss model to estimate credit losses. It also requires additional disclosure relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. U.S. Cellular is required to adopt ASU 2016-13 on January 1, 2020. Early adoption as of January 1, 2019 is permitted. U.S. Cellular is evaluating the effects that adoption of ASU 2016-13 will have on its financial position, results of operations and disclosures. In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight targeted cash flow classification issues. U.S. Cellular adopted ASU 2016-15 on December 31, 2016. U.S. Cellular has historically followed the guidance prescribed by ASU 2016-15 for past transactions and therefore the adoption of ASU 2016-15 had no impact on U.S. Cellular’s statement of cash flows. In October 2016, the FASB issued Accounting Standards Update 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 impacts the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. U.S. Cellular is required to adopt ASU 2016-16 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-16 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations. In October 2016, the FASB issued Accounting Standards Update 2016-17, Consolidation: Interests Held through Related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-17 provides guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in an entity held through related parties that are under common control. U.S. Cellular adopted ASU 2016-17 on January 1, 2017. The adoption of ASU 2016-17 will not have an impact on U.S. Cellular’s financial position or results of operations. In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows: Restricted Cash (“ASU 2016-18”). ASU 2016-18 provides guidance on the placement and reconciliation of restricted cash in the statement of cash flows. U.S. Cellular is required to adopt ASU 2016-18 on January 1, 2018. Early adoption is permitted. The adoption of ASU 2016-18 is not expected to have a significant impact on U.S. Cellular’s statement of cash flows. In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations: Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. U.S. Cellular is required to adopt ASU 2017-01 on January 1, 2018. U.S. Cellular adopted ASU 2017-01 on January 1, 2017. The adoption of ASU 2017-01 did not have an impact on U.S. Cellular’s financial position or results of operations, but it may impact the accounting for future acquisitions and dispositions of businesses and assets. In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the current goodwill impairment test. Goodwill impairment loss will be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. U.S. Cellular is required to adopt ASU 2017-04 on January 1, 2020. Early adoption is permitted. U.S. Cellular is assessing whether it will early adopt ASU 2017-04. ASU 2017-04 could impact U.S. Cellular’s results of operations upon early adoption or the effective date should it fail the goodwill impairment test. |
Variable Interest Entities | U.S. Cellular consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance and (b) the obligation to absorb the VIE losses and right to receive benefits that are significant to the VIE. U.S. Cellular reviews these criteria initially 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 U.S. Cellular’s Form 10-K for the year ended December 31, 2016 . |
Legal proceedings | U.S. Cellular is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts. If U.S. Cellular believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements. U.S. Cellular has accrued less than $1 million with respect to legal proceedings and unasserted claims as of December 31, 2016 and 2015 . U.S. Cellular has not accrued any amount for legal proceedings if it cannot estimate the amount of the possible loss or range of loss. U.S. Cellular is unable to estimate any contingent loss in excess of the amounts accrued. |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | U.S. Cellular 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 December 31, 2016 December 31, 2015 Book Value Fair Value Book Value Fair Value (Dollars in millions) Cash and cash equivalents 1 $ 586 $ 586 $ 715 $ 715 Long-term debt Retail 2 917 929 917 929 Institutional 2 533 532 533 501 Other 2 203 203 214 214 |
Equipment Installment Plans (Ta
Equipment Installment Plans (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Equipment installment plan receivables | The following table summarizes equipment installment plan receivables as of December 31, 2016 and 2015 . December 31, 2016 2015 (Dollars in millions) Equipment installment plan receivables, gross $ 628 $ 381 Deferred interest (53) (23) Equipment installment plan receivables, net of deferred interest 575 358 Allowance for credit losses (50) (26) Equipment installment plan receivables, net $ 525 $ 332 Net balance presented in the Consolidated Balance Sheet as: Accounts receivable — Due from customers and agents (Current portion) $ 345 $ 264 Other assets and deferred charges (Non-current portion) 180 68 Equipment installment plan receivables, net $ 525 $ 332 |
Equipment installment plan receivables credit categories | The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows: December 31, 2016 December 31, 2015 Lower Risk Higher Risk Total Lower Risk Higher Risk Total (Dollars in millions) Unbilled $ 553 $ 38 $ 591 $ 343 $ 11 $ 354 Billed — current 23 2 25 17 1 18 Billed — past due 10 2 12 8 1 9 Equipment installment plan receivables, gross $ 586 $ 42 $ 628 $ 368 $ 13 $ 381 |
Equipment installment plans allowance for credit losses | The activity in the allowance for credit losses balance for the equipment installment plan receivables was as follows: 2016 2015 (Dollars in millions) Allowance for credit losses, beginning of year $ 26 $ 10 Bad debts expense 63 49 Write-offs, net of recoveries (39) (33) Allowance for credit losses, end of year $ 50 $ 26 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes receivable (payable) | U.S. Cellular’s current income taxes balances at December 31, 2016 and 2015 were as follows: December 31, 2016 2015 (Dollars in millions) Federal income taxes receivable (payable) $ (8) $ 33 Net state income taxes receivable – 1 |
Income tax expense (benefit) | Income tax expense (benefit) is summarized as follows: Year Ended December 31, 2016 2015 2014 (Dollars in millions) Current Federal $ 29 $ 97 $ (79) State (2) 5 9 Deferred Federal 1 48 45 State 5 7 7 State - valuation allowance adjustment – – 6 Total income tax expense (benefit) $ 33 $ 157 $ (12) |
Income tax reconciliation | A reconciliation of U.S. Cellular’s income tax expense computed at the statutory rate to the reported income tax expense, and the statutory federal income tax expense rate to U.S. Cellular’s effective income tax expense rate is as follows: Year Ended December 31, 2016 2015 2014 Amount Rate Amount Rate Amount Rate (Dollars in millions) Statutory federal income tax expense and rate $ 29 35.0 % $ 141 35.0 % $ (21) 35.0 % State income taxes, net of federal benefit 1 3 3.6 8 2.1 12 (20.8) Effect of noncontrolling interests (1) (1.1) 3 0.6 (6) 9.8 Other differences, net 2 2.2 5 1.0 3 (3.9) Total income tax expense (benefit) and rate $ 33 39.7 % $ 157 38.7 % $ (12) 20.1 % 1 State income taxes, net of federal benefit, include changes in unrecognized tax benefits as well as adjustments to the valuation allowance. During the third quarter of 2014, U.S. Cellular recorded a $6 million increase to income tax expense related to a valuation allowance recorded against certain state deferred tax assets. |
Deferred income tax assets and liabilities | Significant components of U.S. Cellular’s deferred income tax assets and liabilities at December 31, 2016 and 2015 were as follows: December 31, 2016 2015 (Dollars in millions) Deferred tax assets Net operating loss (“NOL”) carryforwards $ 88 $ 79 Stock-based compensation 26 24 Compensation and benefits - other 21 20 Deferred rent 21 19 Other 56 79 Total deferred tax assets 212 221 Less valuation allowance (65) (55) Net deferred tax assets 147 166 Deferred tax liabilities Property, plant and equipment 473 517 Licenses/intangibles 326 306 Partnership investments 173 162 Total deferred tax liabilities 972 985 Net deferred income tax liability $ 825 $ 819 Presented in the Consolidated Balance Sheet as: Deferred income tax liability, net $ 826 $ 821 Other assets and deferred charges (1) (2) Net deferred income tax liability $ 825 $ 819 |
Deferred tax valuation allowance | A summary of U.S. Cellular’s deferred tax asset valuation allowance is as follows: 2016 2015 2014 (Dollars in millions) Balance at beginning of year $ 55 $ 53 $ 43 Charged to income tax expense 10 2 10 Balance at end of year $ 65 $ 55 $ 53 |
Income tax unrecognized benefits summary | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2016 2015 2014 (Dollars in millions) Unrecognized tax benefits balance at beginning of year $ 39 $ 36 $ 29 Additions for tax positions of current year 12 7 8 Additions for tax positions of prior years 3 1 – Reductions for tax positions of prior years (1) – (1) Reductions for lapses in statutes of limitations (10) (5) – Unrecognized tax benefits balance at end of year $ 43 $ 39 $ 36 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per share | The amounts used in computing earnings (loss) per common share and the effects of potentially dilutive securities on the weighted average number of common shares were as follows: Year Ended December 31, 2016 2015 2014 (Dollars and shares in millions, except per share amounts) Net income (loss) attributable to U.S. Cellular shareholders $ 48 $ 241 $ (43) Weighted average number of shares used in basic earnings (loss) per share 85 84 84 Effect of dilutive securities 1 – 1 – Weighted average number of shares used in diluted earnings (loss) per share 85 85 84 Basic earnings (loss) per share attributable to U.S. Cellular shareholders $ 0.56 $ 2.86 $ (0.51) Diluted earnings (loss) per share attributable to U.S. Cellular shareholders $ 0.56 $ 2.84 $ (0.51) 1 There were no effects of dilutive securities in 2014 due to the net loss for the year. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Licenses | |
Licenses | Licenses 2016 2015 (Dollars in millions) Balance at beginning of year $ 1,834 $ 1,443 Acquisitions 53 346 Transferred to Assets held for sale (8) – Exchanges - Licenses received 25 43 Exchanges - Licenses surrendered (18) – Other – 2 Balance at end of year $ 1,886 $ 1,834 |
Investment in Unconsolidated En
Investment in Unconsolidated Entities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investment, Summarized Financial Information | |
Equity and cost method investments | Investments in unconsolidated entities consist of amounts invested in wireless entities in which U.S. Cellular holds a noncontrolling interest. These investments are accounted for using either the equity or cost method as shown in the following table: December 31, 2016 2015 (Dollars in millions) Equity method investments: Capital contributions, loans, advances and adjustments $ 108 $ 112 Cumulative share of income 1,577 1,432 Cumulative share of distributions (1,276) (1,183) Total equity method investments 409 361 Cost method investments 4 2 Total investments in unconsolidated entities $ 413 $ 363 |
Equity method investments, summarized financial position | The following tables, which are based on information provided in part by third parties, summarize the combined assets, liabilities and equity, and results of operations of U.S. Cellular’s equity method investments: December 31, 2016 2015 (Dollars in millions) Assets Current $ 739 $ 632 Due from affiliates 387 89 Property and other 4,615 4,555 Total assets $ 5,741 $ 5,276 Liabilities and Equity Current liabilities $ 466 $ 808 Deferred credits 184 237 Long-term liabilities 187 147 Long-term capital lease obligations 6 2 Partners' capital and shareholders' equity 4,898 4,082 Total liabilities and equity $ 5,741 $ 5,276 |
Equity method investments, summarized results of operations | Year Ended December 31, 2016 2015 2014 (Dollars in millions) Results of Operations Revenues $ 6,747 $ 6,958 $ 6,669 Operating expenses 5,047 5,226 5,036 Operating income 1,700 1,732 1,633 Other income (expense), net (11) (7) 1 Net income $ 1,689 $ 1,725 $ 1,634 |
Property, Plant and Equipment (
Property, Plant and Equipment (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure [Text Block] | |
Property, plant and equipment | Property, plant and equipment in service and under construction, and related accumulated depreciation and amortization, as of December 31, 2016 and 2015 were as follows: December 31, Useful Lives (Years) 2016 2015 (Dollars in millions) Land N/A $ 35 $ 36 Buildings 20 297 295 Leasehold and land improvements 1-30 1,153 1,103 Cell site equipment 7-25 3,383 3,383 Switching equipment 5-8 976 960 Office furniture and equipment 3-5 420 502 Other operating assets and equipment 3-5 53 79 System development 1-7 1,217 1,169 Work in process N/A 178 142 Total property, plant and equipment, gross 7,712 7,669 Accumulated depreciation and amortization (5,242) (5,020) Total property, plant and equipment, net $ 2,470 $ 2,649 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligations [Abstract] | |
Asset retirement obligations | In 2016 and 2015 , U.S. Cellular performed a review of the assumptions and estimated costs related to its asset retirement obligations. The results of the reviews (identified as “Revisions in estimated cash outflows”) and other changes in asset retirement obligations during 2016 and 2015 were as follows: 2016 2015 (Dollars in millions) Balance at beginning of year $ 158 $ 152 Additional liabilities accrued 1 2 Revisions in estimated cash outflows 5 (1) Disposition of assets (1) (6) Accretion expense 11 11 Balance at end of year $ 174 $ 158 |
Debt (Table)
Debt (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt instrument facilities | The following table summarizes the revolving credit facility as of December 31, 2016 : (Dollars in millions) Maximum borrowing capacity $ 300 Letters of credit outstanding $ 2 Amount borrowed $ – Amount available for use $ 298 |
Long-term debt | Long-term debt as of December 31, 2016 and 2015 was as follows: December 31, 2016 2015 Issuance date Maturity date Call date (any time on or after) Principal Amount Less Unamortized discount and debt issuance costs Total Principal Amount Less Unamortized discount and debt issuance costs Total (Dollars in millions) Unsecured Senior Notes 6.700% Dec 2003 and June 2004 Dec 2033 Dec 2003 and June 2004 $ 544 $ 15 $ 529 $ 544 $ 15 $ 529 6.950% May 2011 May 2060 May 2016 342 11 331 342 11 331 7.250% Dec 2014 Dec 2063 Dec 2019 275 10 265 275 10 265 7.250% Nov 2015 Dec 2064 Dec 2020 300 10 290 300 10 290 Term Loan Jul 2015 Jan 2022 214 2 212 225 2 223 Obligation on capital leases 2 – 2 2 – 2 Total long-term debt $ 1,677 $ 48 $ 1,629 $ 1,688 $ 48 $ 1,640 Long-term debt, current $ 11 $ 11 Long-term debt, noncurrent $ 1,618 $ 1,629 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Commitments | As of December 31, 2016 , future minimum rental payments required under operating leases and rental receipts expected under operating leases that have noncancellable lease terms in excess of one year were as follows: Operating Leases Future Minimum Rental Payments Operating Leases Future Minimum Rental Receipts (Dollars in millions) 2017 $ 145 $ 50 2018 129 43 2019 115 33 2020 102 22 2021 91 8 Thereafter 775 1 Total $ 1,357 $ 157 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entities [Abstract] | |
Consolidated VIE assets and liabilities | The following table presents the classification of the consolidated VIEs’ assets and liabilities in U.S. Cellular’s Consolidated Balance Sheet. December 31, 2016¹ 2015 (Dollars in millions) Assets Cash and cash equivalents $ 2 $ 1 Accounts receivable 44 – Other current assets 6 – Assets held for sale 2 – Licenses 2 652 649 Property, plant and equipment, net 105 8 Other assets and deferred charges 16 – Total assets $ 827 $ 658 Liabilities Current liabilities $ 21 $ – Deferred liabilities and credits 13 1 Total liabilities $ 34 $ 1 1 The increase in amounts from December 31, 2015 are due primarily to the adoption of ASU 2015-02 as disclosed above. ASU 2015-02 was adopted on a modified retrospective basis and, accordingly, prior year amounts have not been revised to reflect the change in guidance. 2 As disclosed above, payments totaling $338 million were made by Advantage Spectrum to the FCC relating to Auction 97. These licenses were granted in July 2016. Although the licenses had not yet been granted as of December 31, 2015, the payments to the FCC were classified as Licenses at such date. |
Common Shareholders' Equity (Ta
Common Shareholders' Equity (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Common shareholders' equity | Pursuant to certain employee and non-employee benefit plans, U.S. Cellular reissued the following Treasury Shares: Year Ended December 31, 2016 2015 2014 (Shares in millions) Treasury Shares Reissued 1 – – |
Stock-Based Compensation (Table
Stock-Based Compensation (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-based compensation | |
Stock-based compensation, fair value assumptions | U.S. Cellular estimated the fair value of stock options granted during 2016 , 2015 and 2014 using the Black-Scholes valuation model and the assumptions shown in the table below. 2016 2015 2014 Expected life 4.7 years 4.6 years 4.5 years Expected annual volatility rate 30.5% 30.1% 28.0%-28.1% Dividend yield 0% 0% 0% Risk-free interest rate 1.2% 1.2% 1.4%-1.5% Estimated annual forfeiture rate 9.4% 9.7% 9.4% |
Summary of stock options | A summary of U.S. Cellular stock options outstanding (total and portion exercisable) and changes during 2016 is presented in the table below: Common Share Options Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 4,102,000 $ 40.62 (1,849,000 exercisable) $ 44.33 Granted 898,000 45.87 Exercised (541,000) 35.34 Forfeited (197,000) 39.08 Expired (289,000) 50.06 Outstanding at December 31, 2016 3,973,000 $ 41.92 $ 14 6.8 (1,937,000 exercisable) $ 42.54 $ 7 5.0 |
Summary of nonvested restricted stock units | A summary of U.S. Cellular nonvested restricted stock units at December 31, 2016 and changes during the year then ended is presented in the table below: Common Restricted Stock Units Number Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 1,194,000 $ 36.70 Granted 571,000 43.32 Vested (348,000) 31.52 Forfeited (107,000) 39.28 Nonvested at December 31, 2016 1,310,000 $ 40.74 |
Stock-based compensation | The following table summarizes stock ‑ based compensation expense recognized during 2016 , 2015 and 2014 : Year Ended December 31, 2016 2015 2014 (Dollars in millions) Stock option awards $ 11 $ 11 $ 10 Restricted stock unit awards 14 13 11 Deferred compensation bonus and matching stock unit awards – – – Awards under Non-Employee Director compensation plan 1 1 1 Total stock-based compensation, before income taxes 26 25 22 Income tax benefit (10) (10) (8) Total stock-based compensation expense, net of income taxes $ 16 $ 15 $ 14 |
Stock-based compensation, allocation by financial statement line item | The following table provides a summary of the stock-based compensation expense included in the Consolidated Statement of Operations for the years ended: December 31, 2016 2015 2014 (Dollars in millions) Selling, general and administrative expense $ 23 $ 22 $ 19 System operations 3 3 3 Total stock-based compensation expense $ 26 $ 25 $ 22 |
Supplemental Cash Flow Disclo41
Supplemental Cash Flow Disclosures (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental cash flow disclosures | Following are supplemental cash flow disclosures regarding interest paid and income taxes paid. Year Ended December 31, 2016 2015 2014 (Dollars in millions) Interest paid $ 113 $ 81 $ 55 Income taxes paid, net of refunds received (11) 59 33 |
Stock-based compensation supplemental cash flows | Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards. In certain situations, U.S. Cellular withholds shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the exercise price and/or the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting. U.S. Cellular then pays the amount of the required tax withholdings to the taxing authorities in cash. Year Ended December 31, 2016 2015 2014 (Dollars in millions) Common Shares withheld 308,010 228,011 163,355 Aggregate value of Common Shares withheld $ 13 $ 8 $ 7 Cash receipts upon exercise of stock options 12 7 5 Cash disbursements for payment of taxes (6) (5) (4) Net cash receipts from exercise of stock options and vesting of other stock awards $ 6 $ 2 $ 1 |
Retrospective Application of 42
Retrospective Application of Change in Accounting Policy (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Retrospective Application of Change in Accounting Policy | The following tables provide information regarding the impact of these revisions on selected consolidated financial data: 2016 2015 2014 Year Ended December 31, 2016 As previously reported 1 As adjusted As previously reported 1 As adjusted As previously reported 1 As adjusted (Dollars in millions) Operating Revenues Service $ 3,030 $ 3,081 $ 3,350 3,384 3,398 3,407 Total operating revenues 3,939 3,990 3,997 4,031 3,893 3,902 Operating income (loss) (3) 48 313 347 (143) (134) Investment and other income (expenses) Interest and dividend income 57 6 36 2 12 3 Total investment and other income 85 34 91 57 84 75 1 In Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017. |
Summary of Significant Accoun43
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |||
Number of connections | 5,000,000 | ||
Number of reportable segments | 1 | ||
Agent liability | $ 57 | $ 76 | |
Amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities | 64 | 77 | $ 97 |
Advertising costs | 245 | 231 | 205 |
Service | $ 3,081 | 3,384 | 3,407 |
TDS | |||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |||
TDS ownership of U.S. Cellular | 83.00% | ||
Income taxes receivable | 33 | ||
Income taxes payable | $ 8 | ||
401(k) | |||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |||
Defined contribution cost | 16 | 15 | 15 |
Pension | |||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |||
Defined contribution cost | $ 11 | 11 | $ 11 |
Loyalty Rewards Program | |||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |||
Service | $ 58 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financial Instruments | ||||
Cash and cash equivalents | $ 586 | $ 715 | $ 212 | $ 342 |
Retail | Minimum | ||||
Financial Instruments | ||||
Fair value assumption, interest rate | 3.78% | 3.19% | ||
Retail | Maximum | ||||
Financial Instruments | ||||
Fair value assumption, interest rate | 6.93% | 7.51% | ||
Fair Value | Level 1 | ||||
Financial Instruments | ||||
Cash and cash equivalents | $ 586 | $ 715 | ||
Fair Value | Level 2 | Retail | ||||
Financial Instruments | ||||
Long-term debt | 929 | 929 | ||
Fair Value | Level 2 | Institutional | ||||
Financial Instruments | ||||
Long-term debt | 532 | 501 | ||
Fair Value | Level 2 | Other | ||||
Financial Instruments | ||||
Long-term debt | 203 | 214 | ||
Book Value | ||||
Financial Instruments | ||||
Cash and cash equivalents | 586 | 715 | ||
Book Value | Retail | ||||
Financial Instruments | ||||
Long-term debt | 917 | 917 | ||
Book Value | Institutional | ||||
Financial Instruments | ||||
Long-term debt | 533 | 533 | ||
Book Value | Other | ||||
Financial Instruments | ||||
Long-term debt | $ 203 | $ 214 |
Equipment Installment Plan Rece
Equipment Installment Plan Receivables, EIP Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Equipment installment plans [Line Items] | ||
Equipment installment plan receivables, gross | $ 628 | $ 381 |
Deferred interest | (53) | (23) |
Equipment installment plan receivables, net of deferred interest | 575 | 358 |
Allowance for credit losses | (50) | (26) |
Equipment installment plan receivables, net | 525 | 332 |
Accounts receivable - Due from customers and agents | ||
Equipment installment plans [Line Items] | ||
Equipment installment plan receivables, net | 345 | 264 |
Other assets and deferred charges | ||
Equipment installment plans [Line Items] | ||
Equipment installment plan receivables, net | $ 180 | $ 68 |
Equipment Installment Plan Re46
Equipment Installment Plan Receivables, Gross Receivables by Credit Category (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables, gross | $ 628 | $ 381 |
Unbilled | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables | 591 | 354 |
Billed | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables | 25 | 18 |
Equipment installment plan receivables, past due | 12 | 9 |
Lower Risk | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables, gross | 586 | 368 |
Lower Risk | Unbilled | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables | 553 | 343 |
Lower Risk | Billed | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables | 23 | 17 |
Equipment installment plan receivables, past due | 10 | 8 |
Higher Risk | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables, gross | 42 | 13 |
Higher Risk | Unbilled | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables | 38 | 11 |
Higher Risk | Billed | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Equipment installment plan receivables | 2 | 1 |
Equipment installment plan receivables, past due | $ 2 | $ 1 |
Equipment Installment Plan Re47
Equipment Installment Plan Receivables, Unamortized Imputed Discount and Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Allowance for credit losses, beginning of year | $ 26 | |
Allowance for credit losses, end of year | 50 | $ 26 |
Equipment Installment Plan Receivable | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Allowance for credit losses, beginning of year | 26 | 10 |
Bad debts expense | 63 | 49 |
Write-offs, net of recoveries | (39) | (33) |
Allowance for credit losses, end of year | $ 50 | $ 26 |
Equipment Installment Plan Re48
Equipment Installment Plan Receivables, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equipment installment plans [Line Items] | ||
Guarantee liability | $ 33 | $ 93 |
Imputed interest rate | 11.20% | 9.70% |
2016 Equipment installment plans out-of-period adjustment | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment description | U.S. Cellular recorded out-of-period adjustments in 2016 due to errors related to equipment installment plan transactions occurring in 2015 (“2016 EIP adjustments”). The 2016 EIP adjustments had the impact of increasing Equipment sales revenues by $2 million, decreasing bad debts expense, which is a component of Selling, general and administrative expense, by $2 million and increasing Income before income taxes by $4 million in 2016. | |
2016 Equipment installment plans out-of-period adjustment | Equipment Sales Revenues [Member] | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment | $ 2 | |
2016 Equipment installment plans out-of-period adjustment | Selling, general and administrative expense | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment | (2) | |
2016 Equipment installment plans out-of-period adjustment | Income before income taxes | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment | $ 4 | |
2015 Equipment installment plans out-of-period adjustment | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment description | Additionally, U.S. Cellular recorded out-of-period adjustments in 2015 due to errors related to equipment installment plan transactions (“2015 EIP adjustments”) that were attributable to 2014. The 2015 EIP adjustments had the impact of reducing Equipment sales revenues and Income before income taxes by $6 million in 2015. U.S. Cellular has determined that these adjustments were not material to any of the periods impacted. | |
2015 Equipment installment plans out-of-period adjustment | Equipment Sales Revenues [Member] | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment | $ (6) | |
2015 Equipment installment plans out-of-period adjustment | Income before income taxes | ||
Equipment installment plans [Line Items] | ||
Out-of-period adjustment | $ (6) |
Income Taxes, Balances (Details
Income Taxes, Balances (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Federal | ||
Income Tax [Line Items] | ||
Income taxes receivable | $ 33 | |
Income taxes (payable) | $ (8) | |
State | ||
Income Tax [Line Items] | ||
Income taxes receivable | $ 1 |
Income Taxes, Expense (Benefit)
Income Taxes, Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax expense (benefit) | |||
Current federal income tax expense (benefit) | $ 29 | $ 97 | $ (79) |
Current state income tax expense | (2) | 5 | 9 |
Deferred federal income tax expense (benefit) | 1 | 48 | 45 |
Deferred state income tax expense (benefit) | 5 | 7 | 7 |
State - valuation allowance adjustment | 6 | ||
Total income tax expense (benefit) | $ 33 | $ 157 | $ (12) |
Income Taxes, Expense Reconcili
Income Taxes, Expense Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income tax expense reconciliation | ||||
Statutory federal income tax expense | $ 29 | $ 141 | $ (21) | |
State income taxes, net of federal benefit | [1] | 3 | 8 | 12 |
Effect of noncontrolling interests | (1) | 3 | (6) | |
Other differences, net | 2 | 5 | 3 | |
Total income tax expense (benefit) | $ 33 | $ 157 | $ (12) | |
[1] | State income taxes, net of federal benefit, include changes in unrecognized tax benefits as well as adjustments to the valuation allowance. During the third quarter of 2014 U.S. Cellular recorded a $6 million increase to income tax expense related to a valuation allowance recorded against certain state deferred tax assets. |
Income Taxes, Rate Reconciliati
Income Taxes, Rate Reconciliation (Details) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income tax rate reconciliation | ||||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% | |
State income taxes, net of federal benefit | [1] | 3.60% | 2.10% | (20.80%) |
Effect of noncontrolling interests | (1.10%) | 0.60% | 9.80% | |
Other differences, net | 2.20% | 1.00% | (3.90%) | |
Total income tax rate | 39.70% | 38.70% | 20.10% | |
[1] | State income taxes, net of federal benefit, include changes in unrecognized tax benefits as well as adjustments to the valuation allowance. During the third quarter of 2014 U.S. Cellular recorded a $6 million increase to income tax expense related to a valuation allowance recorded against certain state deferred tax assets. |
Income Taxes, Components of Def
Income Taxes, Components of Deferred Income Tax (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Net operating loss ("NOL") carryforwards | $ 88 | $ 79 |
Stock-based compensation | 26 | 24 |
Compensation and benefits - other | 21 | 20 |
Deferred rent | 21 | 19 |
Other | 56 | 79 |
Total deferred tax assets | 212 | 221 |
Less valuation allowance | (65) | (55) |
Net deferred tax assets | 147 | 166 |
Deferred tax liabilities | ||
Property, plant and equipment | 473 | 517 |
Licenses/intangibles | 326 | 306 |
Partnership investments | 173 | 162 |
Total deferred tax liabilities | 972 | 985 |
Net deferred income tax liability | 825 | 819 |
Deferred income tax liability, net | ||
Deferred tax liabilities | ||
Net deferred income tax liability | 826 | 821 |
Other assets and deferred charges | ||
Deferred tax liabilities | ||
Net deferred income tax liability | $ (1) | $ (2) |
Income Taxes, Net Operating Los
Income Taxes, Net Operating Losses (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
State | |
Operating Loss Carryforwards [Line Items] | |
State NOL carryforwards | $ 1,845 |
Deferred tax asset for State NOL carryforwards | $ 70 |
State | Minimum | |
Operating Loss Carryforwards [Line Items] | |
Expiration of NOL carryforwards | Dec. 31, 2017 |
State | Maximum | |
Operating Loss Carryforwards [Line Items] | |
Expiration of NOL carryforwards | Dec. 31, 2036 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Deferred tax asset for Federal NOL carryforward | $ 18 |
Federal | Minimum | |
Operating Loss Carryforwards [Line Items] | |
Expiration of NOL carryforwards | Dec. 31, 2018 |
Federal | Maximum | |
Operating Loss Carryforwards [Line Items] | |
Expiration of NOL carryforwards | Dec. 31, 2036 |
Income Taxes, Deferred Tax Valu
Income Taxes, Deferred Tax Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax valuation allowance, rollfoward | |||
Balance at beginning of year | $ 55 | ||
Balance at end of year | 65 | $ 55 | |
Deferred tax asset valuation allowance | |||
Deferred tax valuation allowance, rollfoward | |||
Balance at beginning of year | 55 | 53 | $ 43 |
Charged to income tax expense | 10 | 2 | 10 |
Balance at end of year | $ 65 | $ 55 | $ 53 |
Income Taxes, Unrecognized Tax
Income Taxes, Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of unrecognized income tax benefits | |||
Unrecognized tax benefit balance at beginning of year | $ 39 | $ 36 | $ 29 |
Additions for tax positions of current year | 12 | 7 | 8 |
Additions for tax positions of prior years | 3 | 1 | |
Reductions for tax positions of prior years | (1) | (1) | |
Reductions for lapses in statutes of limitations | (10) | (5) | |
Unrecognized tax benefit balance at end of year | $ 43 | $ 39 | $ 36 |
Income Taxes, Narrative (Detail
Income Taxes, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Net accrued interest and penalties | $ 15 | $ 17 | |
Interest and penalties expense related to unrecognized income tax benefits | (2) | 1 | $ 4 |
Effect of unrecognized tax benefit on income tax expense | $ 29 | $ 25 | $ 23 |
State | |||
Income Tax Disclosure [Abstract] | |||
All audit periods prior to this year are closed | 2,012 | ||
Federal | |||
Income Tax Disclosure [Abstract] | |||
All audit periods prior to this year are closed | 2,013 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Earnings per share | ||||
Net income (loss) attributable to U.S. Cellular shareholders | $ 48 | $ 241 | $ (43) | |
Weighted average number of shares used in basic earnings (loss) per share | 85 | 84 | 84 | |
Effects of dilutive securities | [1] | 1 | ||
Weighted average number of shares used in diluted earnings (loss) per share | 85 | 85 | 84 | |
Basic earnings (loss) per share attributable to U.S. Cellular shareholders | $ 0.56 | $ 2.86 | $ (0.51) | |
Diluted earnings (loss) per share attributable to U.S. Cellular shareholders | $ 0.56 | $ 2.84 | $ (0.51) | |
Earnings per share, Other disclosures | ||||
Antidilutive securities | 3 | 4 | 4 | |
[1] | There were no effects of dilutive securities in 2014 due to the net loss for the year. |
Acquisitions, Divestitures an59
Acquisitions, Divestitures and Exchanges (Details) $ in Millions | May 16, 2013USD ($) | Feb. 28, 2017USD ($) | Jul. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Feb. 28, 2014USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Feb. 29, 2016USD ($) |
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 21 | $ 317 | $ 180 | ||||||||||||||
Gain on sale of business and other exit costs | 114 | 33 | |||||||||||||||
Gain on license sales and exchanges | 19 | 147 | 113 | ||||||||||||||
Assets held for sale | $ 8 | 8 | $ 8 | ||||||||||||||
Cash paid for acquisitions and licenses | 53 | 286 | 38 | ||||||||||||||
Federal Communications Commission deposit | 143 | 60 | |||||||||||||||
Other current liabilities | 84 | 84 | 105 | 84 | |||||||||||||
Aggregate license acquisitions | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash paid for acquisitions and licenses | 53 | ||||||||||||||||
License acquisition agreement amount | 57 | 57 | 57 | ||||||||||||||
Auction 1,002 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Federal Communications Commission deposit | $ 143 | ||||||||||||||||
Total commitment amount | 327 | 327 | 327 | ||||||||||||||
Auction 97 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Federal Communications Commission deposit | 60 | ||||||||||||||||
Licenses won | 124 | ||||||||||||||||
Total winning bid | $ 338 | ||||||||||||||||
Designated entity auction discount | 25.00% | ||||||||||||||||
Airadigm Communications, Inc. | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Purchase price | $ 92 | ||||||||||||||||
Book value transferred assets | 15 | ||||||||||||||||
License exchange 1 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Net cash to be received | $ 28 | ||||||||||||||||
Assets held for sale | 8 | 8 | 8 | ||||||||||||||
License exchange 1, first closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | 13 | ||||||||||||||||
Gain on license sales and exchanges | $ 9 | ||||||||||||||||
License exchange 1, second closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 15 | ||||||||||||||||
License exchange 2 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 2 | ||||||||||||||||
Gain on license sales and exchanges | 7 | ||||||||||||||||
Carrying value of licenses disposed of in exchange | $ 7 | ||||||||||||||||
License exchange 3 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | 1 | ||||||||||||||||
Gain on license sales and exchanges | 3 | ||||||||||||||||
Carrying value of licenses disposed of in exchange | $ 8 | ||||||||||||||||
License exchange 4 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 117 | ||||||||||||||||
Gain on license sales and exchanges | 125 | ||||||||||||||||
Fair value of Licenses received in exchange | $ 43 | ||||||||||||||||
License exchange 5 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 28 | ||||||||||||||||
License exchange 5, first closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Gain on license sales and exchanges | $ 22 | ||||||||||||||||
Carrying value of licenses disposed of in exchange | 11 | ||||||||||||||||
Fair value of Licenses received in exchange | 52 | ||||||||||||||||
Other current liabilities | 18 | 18 | |||||||||||||||
License exchange 5, second closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 28 | ||||||||||||||||
Gain on license sales and exchanges | 24 | ||||||||||||||||
Carrying value of licenses disposed of in exchange | $ 22 | ||||||||||||||||
License exchange 6 | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Gain on license sales and exchanges | $ 16 | ||||||||||||||||
Divestiture transaction | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 480 | ||||||||||||||||
Gain on sale of business and other exit costs | 6 | $ 29 | |||||||||||||||
Tower sale | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 159 | ||||||||||||||||
Number of towers | 595 | 595 | |||||||||||||||
Tower sale, first closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 10 | ||||||||||||||||
Gain on sale of business and other exit costs | $ 4 | ||||||||||||||||
Number of towers | 236 | 236 | |||||||||||||||
Tower sale, second closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 142 | ||||||||||||||||
Gain on sale of business and other exit costs | $ 108 | ||||||||||||||||
Number of towers | 359 | ||||||||||||||||
St. Louis | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 92 | ||||||||||||||||
Gain on sale of business and other exit costs | $ 76 | ||||||||||||||||
Sprint Cost Reimbursement | Divestiture transaction | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 7 | $ 30 | $ 71 | 118 | |||||||||||||
Sprint Cost Reimbursement | Maximum | Divestiture transaction | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 200 | ||||||||||||||||
Earnest money received | Tower sale, first closing | |||||||||||||||||
Acquisitions, divestitures and exchanges | |||||||||||||||||
Cash received (paid) from divestitures and exchanges | $ 8 |
Intangible Assets (Details)
Intangible Assets (Details) - Licenses - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Licenses | ||
Balance, beginning of period | $ 1,834 | $ 1,443 |
Acquisitions | 53 | 346 |
Transferred to Assets held for sale | (8) | |
Exchanges - Licenses received | 25 | 43 |
Exchanges - Licenses surrendered | (18) | |
Other | 2 | |
Balance, end of period | $ 1,886 | $ 1,834 |
Investments in Unconsolidated61
Investments in Unconsolidated Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity and cost method investments | |||
Capital contributions, loans, advances and adjustments | $ 108 | $ 112 | |
Cumulative share of income | 1,577 | 1,432 | |
Cumulative share of distributions | (1,276) | (1,183) | |
Total equity method investments | 409 | 361 | |
Cost method investments | 4 | 2 | |
Total investments in unconsolidated entities | 413 | 363 | |
Equity method investments, combined assets | |||
Current | 739 | 632 | |
Due from affiliates | 387 | 89 | |
Property and other | 4,615 | 4,555 | |
Total assets | 5,741 | 5,276 | |
Equity method investments, combined liabilities and equity | |||
Current liabilities | 466 | 808 | |
Deferred credits | 184 | 237 | |
Long-term liabilities | 187 | 147 | |
Long-term capital lease obligations | 6 | 2 | |
Partners' capital and shareholders' equity | 4,898 | 4,082 | |
Total liabilities and equity | 5,741 | 5,276 | |
Equity method investments, combined income statements | |||
Revenues | 6,747 | 6,958 | $ 6,669 |
Operating expenses | 5,047 | 5,226 | 5,036 |
Operating income | 1,700 | 1,732 | 1,633 |
Other income (expense), net | (11) | (7) | 1 |
Net income | $ 1,689 | $ 1,725 | $ 1,634 |
Property, Plant and Equipment62
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment | |||
Land | $ 35 | $ 36 | |
Buildings | 297 | 295 | |
Leasehold and land improvements | 1,153 | 1,103 | |
Cell site equipment | 3,383 | 3,383 | |
Switching equipment | 976 | 960 | |
Office furniture and equipment | 420 | 502 | |
Other operating assets and equipment | 53 | 79 | |
System development | 1,217 | 1,169 | |
Work in process | 178 | 142 | |
Property, plant and equipment, gross | 7,712 | 7,669 | |
Accumulated depreciation and amortization | (5,242) | (5,020) | |
Property, plant and equipment, net | 2,470 | 2,649 | |
Depreciation and amortization expense | 607 | 596 | $ 593 |
(Gain) loss on asset disposals, net | $ 22 | $ 16 | $ 21 |
Buildings | |||
Property, Plant and Equipment | |||
Useful life | 20 years | ||
Leasehold and land improvements | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 1 year | ||
Leasehold and land improvements | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 30 years | ||
Cell site equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 7 years | ||
Cell site equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 25 years | ||
Switching equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
Switching equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 8 years | ||
Office furniture and equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Office furniture and equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
Other operating assets and equipment | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 3 years | ||
Other operating assets and equipment | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 5 years | ||
System development | Minimum | |||
Property, Plant and Equipment | |||
Useful life | 1 year | ||
System development | Maximum | |||
Property, Plant and Equipment | |||
Useful life | 7 years |
Asset Retirement Obligaion (Det
Asset Retirement Obligaion (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Asset retirement obligation | ||
Asset retirement obligation - Balance at beginning of year | $ 158 | $ 152 |
Additional liabilities accrued | 1 | 2 |
Revisions in estimated cash outflows | 5 | (1) |
Disposition of assets | (1) | (6) |
Accretion expense | 11 | 11 |
Asset retirement obligation - Balance at end of year | $ 174 | $ 158 |
Debt, revolving credit faciliti
Debt, revolving credit facilities (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 01, 2019 | |
Revolving credit | ||||
Maximum borrowing capacity | $ 300 | |||
Letters of credit outstanding | 2 | |||
Amount available for use | 298 | |||
Unused commitment fees | $ 1 | $ 1 | $ 1 | |
Agreement date | Jun. 15, 2016 | |||
Maturity date | Jun. 15, 2021 | |||
Interest Coverage Ratio | 3 | |||
Leverage Ratio | 3.25 | |||
Subordination agreement description | In connection with U.S. Cellular’s revolving credit facility, TDS and U.S. Cellular entered into a subordination agreement dated June 15, 2016 together with the administrative agent for the lenders under U.S. Cellular’s revolving credit agreement. Pursuant to this subordination agreement, (a) any consolidated funded indebtedness from U.S. Cellular to TDS will be unsecured and (b) any (i) consolidated funded indebtedness from U.S. Cellular to TDS (other than “refinancing indebtedness” as defined in the subordination agreement) in excess of $105 million and (ii) refinancing indebtedness in excess of $250 million will be subordinated and made junior in right of payment to the prior payment in full of obligations to the lenders under U.S. Cellular’s revolving credit agreement. As of December 31, 2016, U.S. Cellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to the revolving credit agreement pursuant to the subordination agreement. | |||
Revolver compliance | U.S. Cellular believes it was in compliance as of December 31, 2016 with all covenants and other requirements set forth in the revolving credit facility. | |||
Future period | ||||
Revolving credit | ||||
Leverage Ratio | 3 | |||
U.S. Cellular Revolving credit facility | LIBOR rate | ||||
Revolving credit | ||||
Contractual spread | 1.75% | |||
U.S. Cellular Revolving credit facility | Alternative Base Rate | ||||
Revolving credit | ||||
Contractual spread | 0.75% |
Debt, term loan facility (Detai
Debt, term loan facility (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Term loan | ||
Principal Amount | $ 1,677 | $ 1,688 |
U.S. Cellular Term loan facility | ||
Term loan | ||
Principal Amount | 214 | $ 225 |
Term Loan periodic payment amount | $ 3 | |
Frequency of periodic Term Loan payment | quarterly | |
Date of debt issuance | Jul. 20, 2015 | |
Maturity date of debt issued | Jan. 21, 2022 | |
Payment terms | In July 2015, U.S. Cellular borrowed $225 million on a senior term loan credit facility in two separate draws. This facility was entered into in January 2015 and amended and restated in June 2016. The interest rate on outstanding borrowings is reset at three and six month intervals at a rate of LIBOR plus 250 basis points. This credit facility provides for the draws to be continued on a long-term basis under terms that are readily determinable. U.S. Cellular has the ability and intent to carry the debt for the duration of the agreement. Principal reductions are due and payable in quarterly installments of $3 million beginning in March 2016 through December 2021, and the remaining unpaid balance will be due and payable in January 2022. The senior term loan credit facility contains financial covenants and subsidiary guarantees that are consistent with the revolving credit agreements described above. This facility was entered into for general corporate purposes, including working capital, spectrum purchases and capital expenditures. | |
Subordination agreement description | In connection with U.S. Cellular’s term loan credit facility, TDS and U.S. Cellular entered into a subordination agreement in June 2016 together with the administrative agent for the lenders under U.S. Cellular’s term loan credit agreement, which is substantially the same as the subordination agreement in the U.S. Cellular revolving credit facility described above. As of December 31, 2016, U.S. Cellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to the term loan facility pursuant to this subordination agreement. | |
Term loan compliance | U.S. Cellular believes that it was in compliance with all of the financial and other covenants and requirements set forth in its term loan credit facility as of December 31, 2016. | |
U.S. Cellular Term loan facility | LIBOR rate | ||
Term loan | ||
Contractual spread | 2.50% |
Debt, long-term debt (Details)
Debt, long-term debt (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Long-term debt | ||
Principal Amount | $ 1,677 | $ 1,688 |
Unamortized discount and debt issuance costs | 48 | 48 |
Total long-term debt | 1,629 | 1,640 |
Current portion of long-term debt | 11 | 11 |
Long-term debt, net | 1,618 | 1,629 |
Long-term debt maturities | ||
Scheduled principal payments 2017 | 11 | |
Scheduled principal payments 2018 | 11 | |
Scheduled principal payments 2019 | 11 | |
Scheduled principal payments 2020 | 11 | |
Scheduled principal payments 2021 | $ 11 | |
6.7% Senior Notes | ||
Long-term debt | ||
Interest rate on debt | 6.70% | |
Maturity date of debt issued | Dec. 15, 2033 | |
Principal Amount | $ 544 | 544 |
Unamortized discount and debt issuance costs | 15 | 15 |
Long term debt | $ 529 | 529 |
6.7% Senior Notes | Minimum | ||
Long-term debt | ||
Date of debt issuance | Dec. 8, 2003 | |
Call date of debt issued | Dec. 8, 2003 | |
6.7% Senior Notes | Maximum | ||
Long-term debt | ||
Date of debt issuance | Jun. 28, 2004 | |
Call date of debt issued | Jun. 28, 2004 | |
6.95% Senior Notes | ||
Long-term debt | ||
Interest rate on debt | 6.95% | |
Date of debt issuance | May 9, 2011 | |
Maturity date of debt issued | May 15, 2060 | |
Call date of debt issued | May 15, 2016 | |
Principal Amount | $ 342 | 342 |
Unamortized discount and debt issuance costs | 11 | 11 |
Long term debt | $ 331 | 331 |
7.25% Senior Notes due 2063 | ||
Long-term debt | ||
Interest rate on debt | 7.25% | |
Date of debt issuance | Dec. 8, 2014 | |
Maturity date of debt issued | Dec. 1, 2063 | |
Call date of debt issued | Dec. 8, 2019 | |
Principal Amount | $ 275 | 275 |
Unamortized discount and debt issuance costs | 10 | 10 |
Long term debt | $ 265 | 265 |
7.25% Senior Notes due 2064 | ||
Long-term debt | ||
Interest rate on debt | 7.25% | |
Date of debt issuance | Nov. 23, 2015 | |
Maturity date of debt issued | Dec. 1, 2064 | |
Call date of debt issued | Dec. 1, 2020 | |
Principal Amount | $ 300 | 300 |
Unamortized discount and debt issuance costs | 10 | 10 |
Long term debt | $ 290 | 290 |
U.S. Cellular Term loan facility | ||
Long-term debt | ||
Date of debt issuance | Jul. 20, 2015 | |
Maturity date of debt issued | Jan. 21, 2022 | |
Principal Amount | $ 214 | 225 |
Unamortized discount and debt issuance costs | 2 | 2 |
Long term debt | 212 | 223 |
Obligation on capital leases | ||
Long-term debt | ||
Principal Amount | 2 | 2 |
Obligation on capital leases | $ 2 | $ 2 |
Commitments and Contingencies,
Commitments and Contingencies, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Rent Expense | |||
Rent expense | $ 161 | $ 153 | $ 152 |
Maximum | |||
Loss Contingency, Estimate | |||
Accrual for legal proceedings and unasserted claims | $ 1 | $ 1 | |
Apple | |||
Purchase Commitments | |||
Purchase commitment agreement description | During 2016, U.S. Cellular entered into agreements with Apple to purchase certain minimum quantities of Apple iPhone products and fund marketing programs related to the Apple iPhone products over a three-year period beginning in September 2016. Based on current forecasts, U.S. Cellular estimates that the remaining contractual commitment as of December 31, 2016 under these agreements is approximately $1,351 million. At this time, U.S. Cellular expects to meet its contractual commitments with Apple. | ||
Purchase commitment period | 3 years | ||
Purchase commitment remaining estimated payments | $ 1,351 | ||
Amdocs | |||
Purchase Commitments | |||
Purchase commitment agreement description | In November 2014, U.S. Cellular executed a Master Statement of Work (“Master”) and certain other documents with Amdocs Software Systems Limited (“Amdocs”). The agreement provides that U.S. Cellular will outsource to Amdocs certain support functions for its Billing and Operations Support System (“B/OSS”). Such functions include application support, billing operations and some infrastructure services. In October 2016, U.S. Cellular executed two Statements of Work (“SOW”) with Amdocs for continued development and support related to its billing system. Both the Master and SOW agreements have terms through September 30, 2019, with the Master being subject to five one-year renewal periods at U.S. Cellular’s option. The estimated amounts to be paid to Amdocs with respect to the Master and SOW agreements during the remaining terms are approximately $53 million and $67 million (exclusive of travel and expenses and subject to certain potential adjustments), respectively. | ||
Amdocs statements of work | |||
Purchase Commitments | |||
Purchase commitment period | 3 years | ||
Purchase commitment remaining estimated payments | $ 67 | ||
Amdocs master statement | |||
Purchase Commitments | |||
Purchase commitment period | 5 years | ||
Purchase commitment remaining estimated payments | $ 53 |
Commitments and Contingencies68
Commitments and Contingencies, Minimum lease obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases description | U.S. Cellular is a party to various lease agreements, both as lessee and lessor, for office space, retail store sites, cell sites and equipment which are accounted for as operating leases. Certain leases have renewal options and/or fixed rental increases. Renewal options that are reasonably assured of exercise are included in determining the lease term. Any rent abatements or lease incentives, in addition to fixed rental increases, are included in the calculation of rent expense and calculated on a straight-line basis over the defined lease term. |
Operating Leases Future Minimum Payments Due | |
2,017 | $ 145 |
2,018 | 129 |
2,019 | 115 |
2,020 | 102 |
2,021 | 91 |
Thereafter | 775 |
Total | 1,357 |
Operating Leases Future Minimum Receipts | |
2,017 | 50 |
2,018 | 43 |
2,019 | 33 |
2,020 | 22 |
2,021 | 8 |
Thereafter | 1 |
Total | $ 157 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |||
Assets | |||||||
Cash and cash equivalents | $ 586 | $ 715 | $ 212 | $ 342 | |||
Accounts receivable | 658 | 608 | |||||
Other current assets | 23 | 55 | |||||
Assets held for sale | 8 | ||||||
Licenses | 1,886 | 1,834 | |||||
Property, plant and equipment, net | 2,470 | 2,649 | |||||
Other assets and deferred charges | 405 | 172 | |||||
Liabilities | |||||||
Current liabilities | 718 | 748 | |||||
Variable Interest Entities, Other Disclosures | |||||||
Federal Communications Commission deposit | 143 | 60 | |||||
Capital contributions, loans or advances | 98 | 281 | 61 | ||||
Investments in unconsolidated entities | 413 | 363 | |||||
Noncontrolling interests with redemption features | $ 1 | 1 | |||||
King Street Wireless out-of-period adjustment | |||||||
Variable Interest Entities, Other Disclosures | |||||||
Out-of-period adjustment description | During 2015, U.S. Cellular recorded out-of-period adjustments attributable to the third quarter of 2013 through the second quarter of 2015 related to an agreement with King Street Wireless. U.S. Cellular determined that these adjustments were not material to the quarterly periods or the annual results for 2015. These out-of-period adjustments had the impact of reducing Net income by $3 million and Net income attributable to U.S. Cellular shareholders by $4 million in 2015 | ||||||
Net income | King Street Wireless out-of-period adjustment | |||||||
Variable Interest Entities, Other Disclosures | |||||||
Out-of-period adjustment | (3) | ||||||
Net income attributable to U.S. Cellular shareholders | King Street Wireless out-of-period adjustment | |||||||
Variable Interest Entities, Other Disclosures | |||||||
Out-of-period adjustment | (4) | ||||||
Consolidated Variable Interest Entities | |||||||
Assets | |||||||
Cash and cash equivalents | $ 2 | [1] | 1 | ||||
Accounts receivable | [1] | 44 | |||||
Other current assets | [1] | 6 | |||||
Assets held for sale | [1] | 2 | |||||
Licenses | [2] | 652 | [1] | 649 | |||
Property, plant and equipment, net | 105 | [1] | 8 | ||||
Other assets and deferred charges | [1] | 16 | |||||
Total assets | 827 | [1] | 658 | ||||
Liabilities | |||||||
Current liabilities | [1] | 21 | |||||
Deferred liabilities and credits | 13 | [1] | 1 | ||||
Total liabilities | 34 | [1] | 1 | ||||
Unconsolidated Variable Interest Entities | |||||||
Variable Interest Entities, Other Disclosures | |||||||
Investments in unconsolidated entities | $ 6 | $ 5 | |||||
Advantage Spectrum L.P. | |||||||
Variable Interest Entities, Other Disclosures | |||||||
Federal Communications Commission deposit | $ 60 | ||||||
Licenses won | 124 | ||||||
Total winning bid | $ 338 | ||||||
Designated entity auction discount | 25.00% | ||||||
Other auction charges | $ 2 | ||||||
King Street Wireless L.P. | |||||||
Variable Interest Entities, Other Disclosures | |||||||
Cash distributions paid | 60 | ||||||
King Street Wireless, L.P. distribution paid to U.S. Cellular | 54 | ||||||
King Street Wireless, L.P. distribution paid to King Street Wireless, Inc. | $ 6 | ||||||
[1] | The increase in amounts from December 31, 2015 are due primarily to the adoption of ASU 2015-02 as disclosed above. ASU 2015-02 was adopted on a modified retrospective basis and, accordingly, prior year amounts have not been revised to reflect the change in guidance. | ||||||
[2] | As disclosed above, payments totaling $338 million were made by Advantage Spectrum to the FCC relating to Auction 97. These licenses were granted in July 2016. Although the licenses had not yet been granted as of December 31, 2015, the payments to the FCC were classified as Licenses at such date. |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Redeemable noncontrolling interest | |
Termination date range of mandatorily redeemable noncontrolling interests - begin | 2,085 |
Termination date range of mandatorily redeemable noncontrolling interests - end | 2,113 |
Settlement value of mandatorily redeemable noncontrolling interests | $ 22 |
Carrying value of mandatorily redeemable noncontrolling interests | $ 11 |
Common Shareholders' Equity (De
Common Shareholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Share repurchases | |
Common share repurchase authorization | In November 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to 1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. In December 2016, the U.S. Cellular Board amended this authorization to provide that such amount will be any amount from zero to 1,300,000 beginning on January 1, 2017, as determined by the U.S. Cellular Pricing Committee, and that if the Pricing Committee did not specify an amount for any year, such amount would be zero for such year. The Pricing Committee did not specify any increase as of January 1, 2017. The Pricing Committee was also authorized to decrease the cumulative amount of the authorization at any time, but has not taken any action to do so at this time. As a result, there was no change to the cumulative amount of the share repurchase authorization as of January 1, 2017. As of December 31, 2016, the total cumulative amount of Common Shares authorized to be purchased is 5,900,849. The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date. |
Series A Common Shares | |
Common shareholders' equity, other disclosures | |
Voting rights for number of board of directors | 75% |
Common Shares | |
Common shareholders' equity, other disclosures | |
Voting rights for number of board of directors | 25% |
Common Shares | 401(k) | |
Common shareholders' equity, other disclosures | |
Shares reserved | 67,215 |
Common Shares | Treasury shares | |
Common shareholders' equity, other disclosures | |
Shares reissued | 1,000,000 |
Share repurchases | |
Repurchase expiration | This authorization does not have an expiration date. |
Repurchase authorization, cumulative shares authorized | 5,900,849 |
Common Shares | Treasury shares | Maximum | |
Share repurchases | |
Repurchase authorization, additional number of shares per year | 1,300,000 |
Stock-Based Compensation Overvi
Stock-Based Compensation Overview, Expense and Valuation Model (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation | |||
Stock-based compensation expense | $ 26 | $ 25 | $ 22 |
Income tax benefit | (10) | (10) | (8) |
Total stock-based compensation expense, net of income taxes | 16 | 15 | 14 |
Unrecognized compensation cost for all stock-based compensation awards | $ 29 | ||
Weighted average period for recognition of unrecognized compensation cost for all stock-based compensation awards | 1 year 11 months | ||
Tax benefit from exercise of stock options and other awards | $ 8 | ||
System operations | |||
Stock-based compensation | |||
Stock-based compensation expense | 3 | 3 | 3 |
Selling, general and administrative expense | |||
Stock-based compensation | |||
Stock-based compensation expense | $ 23 | 22 | 19 |
Long-Term Incentive Plans | |||
Stock-based compensation, overview | |||
Terms of Award | Under the U.S. Cellular Long-Term Incentive Plans, U.S. Cellular may grant fixed and performance based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees. At December 31, 2016, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, and deferred compensation stock unit awards. | ||
Long-Term Incentive Plans | Stock Options | |||
Stock-based compensation, overview | |||
Terms of Award | Stock options granted to key employees are exercisable over a specified period not in excess of ten years. Stock options generally vest over a period of three years from the date of grant. Stock options outstanding at December 31, 2016 expire between 2017 and 2026. However, vested stock options typically expire 30 days after the effective date of an employee’s termination of employment for reasons other than retirement. Employees who leave at the age of retirement have 90 days (or one year if they satisfy certain requirements) within which to exercise their vested stock options. The exercise price of options equals the market value of U.S. Cellular Common Shares on the date of grant. | ||
Stock-based compensation | |||
Stock-based compensation expense | $ 11 | 11 | 10 |
Long-Term Incentive Plans | Stock Options | Minimum | |||
Stock-based compensation, overview | |||
Stock options expiration date | Apr. 3, 2017 | ||
Long-Term Incentive Plans | Stock Options | Maximum | |||
Stock-based compensation, overview | |||
Stock options expiration date | Apr. 1, 2026 | ||
Long-Term Incentive Plans | Restricted Stock Units | |||
Stock-based compensation, overview | |||
Terms of Award | Restricted stock unit awards granted to key employees generally vest after three years. U.S. Cellular estimates the fair value of restricted stock units based on the closing market price of U.S. Cellular shares on the date of grant. The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. | ||
Stock-based compensation | |||
Stock-based compensation expense | $ 14 | 13 | 11 |
Long-Term Incentive Plans | Deferred Compensation Stock Units | |||
Stock-based compensation, overview | |||
Terms of Award | Certain U.S. Cellular employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred. All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in U.S. Cellular Common Share stock units. The amount of U.S. Cellular’s matching contribution depends on the portion of the annual bonus that is deferred. Participants receive a 25% match for amounts deferred up to 50% of their total annual bonus and a 33% match for amounts that exceed 50% of their total annual bonus; such matching contributions also are deemed to be invested in U.S. Cellular Common Share stock units and vest over three years. | ||
Non-Employee Directors' Plan | |||
Stock-based compensation | |||
Stock-based compensation expense | $ 1 | $ 1 | $ 1 |
Common Shares | Long-Term Incentive Plans | |||
Stock-based compensation | |||
Shares reserved | 14,759,000 | ||
Common Shares | Long-Term Incentive Plans | Stock Options | |||
Black Scholes valuation model assumptions | |||
Expected life | 4 years 8 months | 4 years 7 months | 4 years 6 months |
Expected annual volatility rate, minimum | 30.50% | 30.10% | 28.00% |
Expected annual volatility rate, maximum | 30.50% | 30.10% | 28.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.20% | 1.20% | 1.40% |
Risk-free interest rate, maximum | 1.20% | 1.20% | 1.50% |
Estimated annual forfeiture rate | 9.40% | 9.70% | 9.40% |
Common Shares | Non-Employee Directors' Plan | |||
Stock-based compensation | |||
Shares reserved | 169,000 |
Stock-Based Compensation Option
Stock-Based Compensation Option Rollforward (Details) - Common Shares - Long-Term Incentive Plans - Stock Options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock compensation, stock option rollforward schedule, number of options | |||
Outstanding, begin of period | 4,102,000 | ||
Exercisable options, begin of period | 1,849,000 | ||
Granted options | 898,000 | ||
Exercised options | (541,000) | ||
Forfeited options | (197,000) | ||
Expired options | (289,000) | ||
Outstanding, end of period | 3,973,000 | 4,102,000 | |
Exercisable options, end of period | 1,937,000 | 1,849,000 | |
Stock compensation, stock option rollforward schedule, other information | |||
Options outstanding, begin of period - weighted average exercise price | $ 40.62 | ||
Options exercisable, begin of period - weighted average exercise price | 44.33 | ||
Options granted, weighted average exercise price | 45.87 | ||
Options exercised, weighted average exercise price | 35.34 | ||
Options forfeited, weighted average exercise price | 39.08 | ||
Options expired, weighted average exercise price | 50.06 | ||
Options outstanding, end of period - weighted average exercise price | 41.92 | $ 40.62 | |
Options exercisable, end of period - weighted average exercise price | 42.54 | 44.33 | |
Options granted, weighted average grant date fair value | $ 12.77 | $ 9.94 | $ 10.68 |
Aggregate intrinsic value, options exercised | $ 4 | $ 2 | $ 2 |
Aggregate intrinsic value, options outstanding | 14 | ||
Aggregate intrinsic value, options exercisable | $ 7 | ||
Weighted average remaining contractual life, outstanding | 6 years 10 months | ||
Weighted average remaining contractual life, exercisable | 5 years |
Stock-Based Compensation Nonves
Stock-Based Compensation Nonvested Shares and Other (Details) - Common Shares - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Long-Term Incentive Plans | Restricted Stock Units | |||
Stock based compensation, Nonvested shares rollforward, number of shares | |||
Nonvested stock units, begin of period - Number of shares | 1,194,000 | ||
Granted number of shares | 571,000 | ||
Vested number of shares | (348,000) | ||
Forfeited number of shares | (107,000) | ||
Nonvested stock units, end of period - Number of shares | 1,310,000 | 1,194,000 | |
Stock based compensation, Nonvested shares weighted average grant date fair value | |||
Nonvested stock units - begin of period weighted average grant date fair value | $ 36.70 | ||
Granted weighted average grant date fair value | 43.32 | $ 37.24 | $ 41.24 |
Vested weighted average grant date fair value | 31.52 | ||
Forfeited weighted average grant date fair value | 39.28 | ||
Nonvested stock units - end of period weighted average grant date fair value | $ 40.74 | $ 36.70 | |
Fair value of vested stock units | $ 15 | $ 13 | $ 11 |
Long-Term Incentive Plans | Deferred Compensation Stock Units | |||
Stock based compensation, Nonvested shares weighted average grant date fair value | |||
Granted weighted average grant date fair value | $ 41.31 | $ 35.96 | |
Shares issued and granted under stock compensation plans | |||
Vested number of shares, unissued | 7,000 | ||
Long-Term Incentive Plans | Deferred Compensation Stock Units | Maximum | |||
Stock based compensation, Nonvested shares weighted average grant date fair value | |||
Fair value of vested stock units | $ 1 | $ 1 | |
Shares issued and granted under stock compensation plans | |||
Vested number of shares, unissued, fair value | $ 1 | ||
Non-Employee Directors' Plan | |||
Shares issued and granted under stock compensation plans | |||
Shares issued | 13,000 | 15,000 | 14,200 |
Supplemental Cash Flow Disclo75
Supplemental Cash Flow Disclosures (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Jun. 30, 2013USD ($) | |
Supplemental cash flow disclosures | ||||
Interest paid | $ 113 | $ 81 | $ 55 | |
Income taxes paid, net of refunds received | (11) | 59 | 33 | |
Letters of credit outstanding | 2 | |||
Other assets and deferred charges | 405 | 172 | ||
Supplemental cash flows, stock based compensation | ||||
Cash receipts upon exercise of stock options | 12 | 7 | 5 | |
Cash disbursements for payments of taxes | (6) | (5) | (4) | |
Net cash receipts from exercise of stock options and vesting of other stock awards | $ 6 | $ 2 | $ 1 | |
Auction 901 Mobility Funds | ||||
Supplemental cash flow disclosures | ||||
FCC auction date | Sep. 27, 2012 | |||
FCC auction amount received | $ 35 | |||
FCC auction number of states won | 10 | |||
Letters of credit outstanding | $ 2 | $ 17 | ||
Other assets and deferred charges | 2 | |||
Maximum | Auction 901 Mobility Funds | ||||
Supplemental cash flow disclosures | ||||
FCC auction amount | 300 | |||
FCC auction amount awarded | $ 40 | |||
Common Shares | ||||
Supplemental cash flows, stock based compensation | ||||
Shares withheld | shares | 308,010 | 228,011 | 163,355 | |
Aggregate value of shares withheld | $ 13 | $ 8 | $ 7 |
Certain Relationships and Rel76
Certain Relationships and Related Transactions (Details) $ in Millions | Sep. 10, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013 |
Certain relationships and related transactions | ||||||
Billings to U.S. Cellular from TDS | $ 94 | $ 96 | $ 91 | |||
Cash received from divestitures and exchanges | 21 | 317 | $ 180 | |||
Tower sale | ||||||
Certain relationships and related transactions | ||||||
Number of towers | 595 | 595 | ||||
Cash received from divestitures and exchanges | $ 159 | |||||
Sidley Austin LLP | ||||||
Certain relationships and related transactions | ||||||
Legal expense | $ 6 | 9 | $ 11 | |||
Description of related transaction | The following persons are partners of Sidley Austin LLP, the principal law firm of U.S. Cellular and its subsidiaries: Walter C.D. Carlson, a director of U.S. Cellular, a director and non-executive Chairman of the Board of Directors of TDS and a trustee and beneficiary of a voting trust that controls TDS; William S. DeCarlo, the General Counsel of TDS and an Assistant Secretary of TDS and certain subsidiaries of TDS; and Stephen P. Fitzell, the General Counsel of U.S. Cellular and TDS Telecommunications Corporation and an Assistant Secretary of U.S. Cellular and certain other subsidiaries of TDS. Walter C.D. Carlson does not provide legal services to TDS, U.S. Cellular or their subsidiaries. U.S. Cellular and its subsidiaries incurred legal costs from Sidley Austin LLP of $6 million in 2016, $9 million in 2015 and $11 million in 2014. | |||||
Airadigm Communications, Inc. | ||||||
Certain relationships and related transactions | ||||||
Description of related transaction | In December 2013, TDS initially proposed to have Airadigm sell to U.S. Cellular the FCC spectrum licenses, towers and customers in certain Airadigm markets. Because TDS owns 100% of the common stock of Airadigm and, at the time of the transaction, approximately 84% of the common stock of U.S. Cellular, this proposal was a related party transaction. Accordingly, the U.S. Cellular Board of Directors formed a Special Committee comprised entirely of independent and disinterested directors with exclusive authority to consider, negotiate and, if appropriate, approve any such transaction with Airadigm without any further involvement of the full board. The U.S. Cellular Special Committee engaged independent financial advisors and legal counsel. The transaction was negotiated between representatives of TDS and Airadigm, on the one hand, and the Special Committee and its representatives, on the other hand. The U.S. Cellular Special Committee also received a fairness opinion from its independent financial advisor. Following these events, the Special Committee approved a License Purchase and Customer Recommendation Agreement between U.S. Cellular and Airadigm. Pursuant to the License Purchase and Customer Recommendation Agreement, on September 10, 2014, Airadigm transferred to U.S. Cellular Federal Communications Commission (“FCC”) spectrum licenses and certain tower assets in certain markets in Wisconsin, Iowa, Minnesota and Michigan, in consideration for $92 million in cash. See Note 6 – Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements. | |||||
Purchase price | $ 92 | |||||
TDS ownership percentage | 100.00% | |||||
Airadigm Communications, Inc. | Tower sale | ||||||
Certain relationships and related transactions | ||||||
Description of related transaction | In December 2014, U.S. Cellular entered into an agreement to sell 595 towers outside of its core markets to a third party for $159 million. The sale of certain of the towers was completed in December 2014, and the sale of the remaining towers was completed in January 2015. See Note 6 – Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements. Of the 595 towers, six towers were acquired by U.S. Cellular from Airadigm for a total of $3 million. These six towers were included as part of the sale of towers by U.S. Cellular in order to avoid the need for two sets of transaction documents. The value of $3 million paid by U.S. Cellular to Airadigm for such six towers was determined using the same method of valuation that was used to value the towers owned by U.S. Cellular that were sold to the third party. The Audit Committee of the board of directors reviewed and evaluated this transaction between U.S. Cellular and Airadigm. | |||||
Number of towers purchased | 6 | 6 | ||||
Purchase price | $ 3 | |||||
TDS | ||||||
Certain relationships and related transactions | ||||||
Description of related transaction | U.S. Cellular is billed for all services it receives from TDS, pursuant to the terms of various agreements between it and TDS. These billings are included in U.S. Cellular's Selling, general and administrative expenses. Some of these agreements were established at a time prior to U.S. Cellular's initial public offering when TDS owned more than 90% of U.S. Cellular's outstanding capital stock and may not reflect terms that would be obtainable from an unrelated third party through arms-length negotiations. Billings from TDS and certain of its subsidiaries to U.S. Cellular are based on expenses specifically identified to U.S. Cellular and on allocations of common expenses. Such allocations are based on the relationship of U.S. Cellular's assets, employees, investment in property, plant and equipment and expenses relative to all subsidiaries in the TDS consolidated group. Management believes the method TDS uses to allocate common expenses is reasonable and that all expenses and costs applicable to U.S. Cellular are reflected in its financial statements. Billings to U.S. Cellular from TDS totaled $94 million, $96 million and $91 million in 2016, 2015 and 2014, respectively. | |||||
Billings to U.S. Cellular from TDS | $ 94 | $ 96 | $ 91 | |||
TDS ownership percentage | 83.00% |
Retrospective Application of 77
Retrospective Application of Change in Accounting Policy (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Operating revenues | ||||
Service | $ 3,081 | $ 3,384 | $ 3,407 | |
Total operating revenues | 3,990 | 4,031 | 3,902 | |
Operating income (loss) | 48 | 347 | (134) | |
Investment and other income (expense) | ||||
Interest and dividend income | 6 | 2 | 3 | |
Total investment and other income | 34 | 57 | 75 | |
As previously reported | ||||
Operating revenues | ||||
Service | [1] | 3,030 | 3,350 | 3,398 |
Total operating revenues | [1] | 3,939 | 3,997 | 3,893 |
Operating income (loss) | [1] | (3) | 313 | (143) |
Investment and other income (expense) | ||||
Interest and dividend income | [1] | 57 | 36 | 12 |
Total investment and other income | [1] | 85 | 91 | 84 |
Adjustment | ||||
Operating revenues | ||||
Service | 51 | 34 | 9 | |
Investment and other income (expense) | ||||
Interest and dividend income | $ (51) | $ (34) | $ (9) | |
[1] | In Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017. |