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2013 Annual Report
uscellular.com

Table of contents

  • Page 1
    2013 Annual Report uscellular.com

  • Page 2
    U.S. Cellular Value Proposition Competitive devices, plans, and pricing a Produ Dat cts & ices rv e S Mem be r erience Exp ip sh Best-in-Class Network Outstanding customer service and Rewards Program Lo cal A p p ro ac h Understanding customer needs in each of our markets

  • Page 3
    ... over time. In addition to the initiatives above, we made progress in a number of important areas: • Increased smartphone penetration and data use through expanded 4G LTE access, shared data plans, and Android, Apple, and Windows device offerings. • Launched a new billing and operational system...

  • Page 4
    ... November of 2013, and reinstituted contracts for postpaid customers, to help reduce postpaid churn over time. "Highest Network Quality Performance Among Wireless Cell Phone Users in North Central Region" -J.D. Power Increasing Smartphone Penetration and Monetizing Data Use By the end of 2013, we...

  • Page 5
    ... supporting the people and organizations that make our communities successful. As part of our Spotlight on America's Backbone contest, we reached out to small businesses in our markets and selected a winning business to receive up to $25,000 in advertising, a year of wireless service with six Apple...

  • Page 6
    ... invest in our future by continuing to expand 4G LTE access and enhance our customers' data experiences. At the same time, we'll seek opportunities to increase operational efficiency. Thank you to our shareholders and debt holders for your continuing support of our long-term strategies. Sincerely...

  • Page 7
    ... of the Securities and Exchange Commission (''SEC''). The following information was filed with the SEC on February 28, 2014 as Exhibit 13 to U.S. Cellular's Annual Report on Form 10-K for the year ended December 31, 2013. Such information has not been updated or revised since the date it was...

  • Page 8
    ... Balance Sheet-Assets ...Consolidated Balance Sheet-Liabilities and Equity ...Consolidated Statement of Changes in Equity ...Notes to Consolidated Financial Statements ...Reports of Management ...Report of Independent Registered Public Accounting Firm ...Selected Consolidated Financial Data...

  • Page 9
    ... wireless licenses, thereby building contiguous operating market areas with strong spectrum positions. U.S. Cellular believes that the acquisition of additional licenses within its current operating markets will enhance its network capacity to meet its customers' increased demand for data services...

  • Page 10
    ... (''4G LTE'') equipment, construct cell sites, increase capacity in existing cell sites and switches, outfit new and remodel existing retail stores, develop new billing and other customer management related systems and platforms, and enhance existing office systems. Total cell sites in service...

  • Page 11
    ... under way at the Federal Communications Commission (''FCC''); • The ability to negotiate satisfactory 4G LTE data roaming agreements with other wireless operators; • U.S. Cellular completed the migration of its customers to a new Billing and Operational Support System (''B/OSS'') in the third...

  • Page 12
    ...Results of Operations value of the license has been accounted for and disclosed as ''held for sale'' in the Consolidated Balance Sheet at December 31, 2013. Pro Forma Financial Information Refer to U.S. Cellular's Form 8-K filed on February 26, 2014 for pro forma financial information related to the...

  • Page 13
    ... reported in Results of Operations are representative of consolidated results. As of or for the Year Ended December 31, 2013 2012 2011 Retail Customers Postpaid Total at end of period ...Gross additions ...Net additions (losses) ...ARPU(1) ...Churn rate(2) ...Smartphone penetration(3)(4) ...Prepaid...

  • Page 14
    ... of the postpaid or prepaid customers that disconnects service each month. These metrics represent the average monthly postpaid or prepaid churn rate for each respective period. (3) Smartphones represent wireless devices which run on an Android, Apple, BlackBerry or Windows Mobile operating system...

  • Page 15
    ... of Operating Income Year Ended December 31, (Dollars in thousands) 2013 Increase/ Percentage (Decrease) Change 2012 Increase/ Percentage (Decrease) Change 2011 Retail service ...$3,165,496 $(382,483) Inbound roaming ...263,186 (85,531) Other ...166,091 (36,069) Service revenues ...Equipment sales...

  • Page 16
    ... and value-added services, including data products and services, provided to U.S. Cellular's retail customers and to end users through third-party resellers (''retail service''); (ii) charges to other wireless carriers whose customers use U.S. Cellular's wireless systems when roaming, including long...

  • Page 17
    ... to customers at discounted prices; in addition, customers on currently offered rate plans receive loyalty reward points that may be used to purchase a new wireless device or accelerate the timing of a customer's eligibility for a wireless device upgrade at promotional pricing. U.S. Cellular also...

  • Page 18
    United States Cellular Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations primarily by an increase in the number of cell sites within U.S. Cellular's network and costs related to the deployment and operation of LTE networks. • Customer usage expenses ...

  • Page 19
    ... network assets. (Gain) loss on sale of business and other exit costs, net (Gain) loss on sale of business and other exit costs, net was a gain of $246.8 million in 2013, primarily related to the closing of the Divestiture Transaction. The loss of $21.0 million in 2012 was due primarily to employee...

  • Page 20
    ... Cellular Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations Components of Other Income (Expense) Year Ended December 31, (Dollars in thousands) 2013 Increase / Percentage (Decrease) Change 2012 Increase / Percentage (Decrease) Change 2011 Operating...

  • Page 21
    ...in the Notes to Consolidated Financial Statements for information on recently issued accounting pronouncements. FINANCIAL RESOURCES U.S. Cellular operates a capital- and marketing-intensive business. U.S. Cellular utilizes cash on hand, cash from operating activities, cash proceeds from divestitures...

  • Page 22
    ... costs per unit related to 4G LTE smartphones. • Changes in Accounts payable provided $85.3 million in 2013 and required $6.4 million in 2012. Changes in Accounts payable were driven primarily by payment timing differences related to operating expenses, capital expenditures and device purchases...

  • Page 23
    ... new cell sites, build out 4G LTE networks in certain markets, increase capacity in existing cell sites and switches, develop new and enhance existing office systems such as the new Billing and Operational Support System (''B/OSS'') and customer relationship management platforms, and construct new...

  • Page 24
    ... for certain network decommissioning costs, network site lease rent and termination costs, network access termination costs, and employee termination benefits for specified engineering employees (the ''Sprint Cost Reimbursement'') in 2013. On October 4, 2013, U.S. Cellular sold the majority...

  • Page 25
    ... may be useful to investors and other users of its financial information in evaluating the amount of cash generated by business operations, after Cash used for additions to property, plant and equipment. (Dollars in thousands) 2013 2012 2011 Cash flows from operating activities ...Cash used for...

  • Page 26
    ... 31, 2013. Refer to Market Risk-Long-Term Debt for additional information regarding required principal payments and the weighted average interest rates related to U.S. Cellular's Long-term debt. U.S. Cellular, at its discretion, may from time to time seek to retire or purchase its outstanding...

  • Page 27
    ...in its service areas, including providing additional capacity to accommodate increased network usage, principally data usage, by current customers; • Continue to deploy 4G LTE technology in certain markets; • Expand and enhance the retail store network; and • Develop and enhance office systems...

  • Page 28
    ...Financial Statements for additional information. (3) Includes obligations payable under non-cancellable contracts, commitments for network facilities and transport services, agreements for software licensing, long-term marketing programs, and an agreement with Apple to purchase Apple iPhone products...

  • Page 29
    ... States Cellular Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations Apple iPhone Products Purchase Commitment In March 2013, U.S. Cellular entered into an agreement with Apple to purchase certain minimum quantities of iPhone products over a three-year...

  • Page 30
    ... service areas. The change in units of accounting resulted from (i) the Divestiture Transaction and the Mississippi Valley non-operating market license sale, both of which are more fully described in Note 5-Acquisitions, Divestitures and Exchanges in the Notes to Consolidated Financial Statements...

  • Page 31
    ...of revenue Customer penetration rates ... ... ... ... 5 years 8.5% 2.0% 13.6% 12.5-16.7% 7 years 8.5% 2.0% 13.2% 13.3-17.3% The shorter build-out period in 2013 reflects a change in management's expectations of the time required to build out the U.S. Cellular network and is based on recent company...

  • Page 32
    ... Cellular Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations Carrying Value of Licenses The carrying value of licenses at November 1, 2013 was as follows: Unit of Accounting(1) (Dollars in millions) Carrying Value Developed Operating Central Region...

  • Page 33
    ..., 2013, U.S. Cellular estimated loyalty reward points breakage based on actuarial estimates and recorded a $7.4 million change in estimate, which reduced Customer deposits and deferred revenues in the Consolidated Balance Sheet and increased Total operating revenues in the Consolidated Statement of...

  • Page 34
    ...risks: • Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular's revenues or increase its costs to compete. • A failure by U.S. Cellular to successfully execute its business strategy (including planned acquisitions, divestitures and exchanges) or...

  • Page 35
    ... the benefits that U.S. Cellular expects. • A failure by U.S. Cellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure...

  • Page 36
    ...• Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede U.S. Cellular's access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower...

  • Page 37
    ... Management's Discussion and Analysis of Financial Condition and Results of Operations MARKET RISK Long-Term Debt As of December 31, 2013, the majority of U.S. Cellular's long-term debt was in the form of fixed-rate notes with maturities ranging up to 47 years. Fluctuations in market interest rates...

  • Page 38
    United States Cellular Corporation Consolidated Statement of Operations Year Ended December 31, (Dollars and shares in thousands, except per share amounts) 2013 2012 2011 Operating revenues Service ...Equipment sales ...Total operating revenues ...Operating expenses System operations (excluding ...

  • Page 39
    United States Cellular Corporation Consolidated Statement of Cash Flows Year Ended December 31, (Dollars in thousands) 2013 2012 2011 Cash flows from operating activities Net income ...Add (deduct) adjustments to reconcile net income to net cash flows from operating activities Depreciation, ...

  • Page 40
    ... States Cellular Corporation Consolidated Balance Sheet-Assets December 31, (Dollars in thousands) 2013 2012 Current assets Cash and cash equivalents ...Short-term investments ...Accounts receivable Customers and agents, less allowances of $59,206 and $24,290, respectively ...Roaming ...Affiliated...

  • Page 41
    United States Cellular Corporation Consolidated Balance Sheet-Liabilities and Equity December 31, (Dollars and shares in thousands) 2013 2012 Current liabilities Current portion of long-term debt ...Accounts payable Affiliated ...Trade ...Customer deposits and deferred revenues Accrued taxes ......

  • Page 42
    ...) from stock awards ...Distributions to noncontrolling interests ...Adjust investment in subsidiaries for noncontrolling interest purchases ...Deconsolidation of partnerships ... Balance, December 31, 2013 ... The accompanying notes are an integral part of these consolidated financial statements.

  • Page 43
    United States Cellular Corporation Consolidated Statement of Changes in Equity U.S. Cellular Shareholders Series A Common and Common Shares Additional Paid-In Capital Treasury Shares Retained Earnings Total U.S. Cellular Shareholders' Equity (Dollars in thousands) Noncontrolling Interests Total ...

  • Page 44
    United States Cellular Corporation Consolidated Statement of Changes in Equity U.S. Cellular Shareholders Series A Common and Common Shares Additional Paid-In Capital Treasury Shares (Dollars in thousands) Retained Earnings Total U.S. Cellular Shareholders' Equity Noncontrolling Interests Total...

  • Page 45
    ... date for all acquisitions, whether full or partial. In addition, transaction costs related to acquisitions are expensed. 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...

  • Page 46
    ...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. The changes in the allowance for doubtful accounts during the years ended December 31, 2013, 2012 and 2011 were as follows: (Dollars...

  • Page 47
    ... 1 of each year. U.S. Cellular may first assess qualitative factors, such as company, industry and economic trends to determine whether it is necessary to perform the two-step Goodwill impairment test. If determined to be necessary, the first step compares the fair value of the reporting unit to its...

  • Page 48
    ... build-out of U.S. Cellular's wireless network, infrastructure, and related costs are projected based on market participant information. Calculated cash flows, along with a terminal value, are discounted to the present and summed to determine the estimated fair value. For units of accounting...

  • Page 49
    ... and Exchanges, U.S. Cellular changed the useful lives of certain assets in 2013 and 2012. Other than the Divestiture Transaction, there were no other material changes to useful lives of property, plant and equipment in 2013, 2012 or 2011. Impairment of Long-lived Assets U.S. Cellular reviews long...

  • Page 50
    ... charges included in the Consolidated Balance Sheet at December 31, 2013 and 2012, are shown net of accumulated amortization of $26.0 million and $12.7 million, respectively. Asset Retirement Obligations U.S. Cellular operates cell sites, retail stores and office spaces in its operating markets...

  • Page 51
    ... price is included in Additional paid-in capital or Retained earnings. Revenue Recognition Revenues from wireless operations consist primarily of: • Charges for access, airtime, roaming, long distance, data and other value added services provided to U.S. Cellular's retail customers and to end...

  • Page 52
    ... and recorded a $7.4 million change in estimate, which reduced Customer deposits and deferred revenues in the Consolidated Balance Sheet and increased Service revenues in the Consolidated Statement of Operations. In the fourth quarter of 2013, U.S. Cellular issued loyalty reward points with a value...

  • Page 53
    ... with the applicable taxing authority and records an amount based on that assessment. Stock-Based Compensation U.S. Cellular has established a long-term incentive plan and a Non-Employee Director compensation plan, and previously had an employee stock purchase plan before this was terminated in the...

  • Page 54
    ...million in 2013, 2012 and 2011, respectively. Operating Leases U.S. Cellular is a party to various lease agreements for office space, retail stores, cell sites and equipment that are accounted for as operating leases. Certain leases have renewal options and/or fixed rental increases. Renewal options...

  • Page 55
    ...for the 6.7% Senior Notes at December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, U.S. Cellular did not have nonfinancial assets or liabilities that required the application of fair value accounting for purposes of reporting such amounts in the Consolidated Balance Sheet. NOTE...

  • Page 56
    ...expense rate is as follows: Year Ended December 31, (Dollars in millions) 2013 Amount Rate 2012 Amount Rate 2011 Amount Rate Statutory federal income tax expense and rate ...State income taxes, net of federal benefit(1) ...Effect of noncontrolling interests ...Gains (losses) on investments and sale...

  • Page 57
    ... ending amount of unrecognized tax benefits is as follows: (Dollars in thousands) 2013 2012 2011 Unrecognized tax benefits balance at January 1, . Additions for tax positions of current year ...Additions for tax positions of prior years ...Reductions for tax positions of prior years ...Reductions...

  • Page 58
    ...: Year ended December 31, (Dollars and shares in thousands, except earnings per share) 2013 2012 2011 Net income attributable to U.S. Cellular shareholders ...Weighted average number of shares used in Effect of dilutive securities: Stock options ...Restricted stock units ...Weighted average number...

  • Page 59
    ... of Sprint Corp., fka Sprint Nextel Corporation (''Sprint''). Pursuant to the Purchase and Sale Agreement, on May 16, 2013, U.S. Cellular transferred customers and certain PCS license spectrum to Sprint in U.S. Cellular's Chicago, central Illinois, St. Louis and certain Indiana/Michigan/Ohio markets...

  • Page 60
    ....0 million. At the time of the sale, a $250.6 million gain was recorded in (Gain) loss on license sales and exchanges in the Consolidated Statement of Operations. On August 14, 2013 U.S. Cellular entered into a definitive agreement to sell the majority of its St. Louis area unbuilt license for $92...

  • Page 61
    ..., and the carrying value of the licenses surrendered. This gain was recorded in (Gain) loss on license sales and exchanges in the Consolidated Statement of Operations for the year ended December 31, 2011. U.S. Cellular acquisitions in 2013 and 2012 and the allocation of the purchase price for these...

  • Page 62
    ... ASSETS Changes in U.S. Cellular's Licenses and Goodwill are presented below. See Note 5-Acquisitions, Divestitures and Exchanges for information regarding transactions which affected Licenses and Goodwill during the periods. Licenses Year Ended December 31, (Dollars in thousands) 2013 2012 Balance...

  • Page 63
    ... are significant to directing and executing the activities of the business. Accordingly, as required by GAAP , U.S. Cellular deconsolidated the Partnerships effective as of April 3, 2013 and thereafter reported them as equity method investments in its consolidated financial statements (''NY1 & NY2...

  • Page 64
    ...2013 and 2012 were as follows: December 31, (Dollars in thousands) Useful Lives (Years) 2013 2012 Land ...Buildings ...Leasehold and land improvements ...Cell site equipment ...Switching equipment ...Office furniture and equipment ...Other operating assets and equipment . System development ...Work...

  • Page 65
    ... retail store and office premises to their pre-lease conditions. These obligations are included in Other deferred liabilities and credits and Other current liabilities in the Consolidated Balance Sheet. In 2013 and 2012, U.S. Cellular performed a review of the assumptions and estimated costs related...

  • Page 66
    United States Cellular Corporation Notes to Consolidated Financial Statements (Continued) NOTE 10 DEBT (Continued) U.S. Cellular's interest cost on its revolving credit facility is subject to increase if its current credit ratings from nationally recognized credit rating agencies is lowered, and is...

  • Page 67
    ...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. U.S. Cellular may redeem the 6.95% Senior Notes, in whole or in part at any time after the call date, at a redemption price...

  • Page 68
    ... first half of 2014. As of December 31, 2013, $136.8 million had been paid to Amdocs. 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...

  • Page 69
    ... minimum quantities of Apple iPhone products over a three-year period beginning in November 2013. Based on current forecasts, U.S. Cellular estimates that the remaining contractual purchase commitment as of December 31, 2013 is approximately $950 million. At this time, U.S. Cellular expects to meet...

  • Page 70
    ... Street Wireless. The power to direct the activities that most significantly impact the economic performance of Aquinas Wireless and King Street Wireless (collectively, the ''limited partnerships'') is shared. Specifically, the general partner of these VIEs has the exclusive right to manage, operate...

  • Page 71
    ... King Street Wireless or their general partners in 2013. U.S. Cellular currently provides 4G LTE service in conjunction with King Street Wireless. Aquinas Wireless is still in the process of developing long-term business plans. NOTE 13 NONCONTROLLING INTERESTS U.S. Cellular's consolidated financial...

  • Page 72
    ... date. Share repurchases made under this authorization were as follows: Year Ended December 31, (Dollar amounts and shares in thousands) Number of Shares Average Cost Per Share Total Cost 2013 U.S. Cellular Common Shares ...2012 U.S. Cellular Common Shares ...2011 U.S. Cellular Common Shares...

  • Page 73
    ...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 2013, 2012, and 2011 using...

  • Page 74
    ..., 2013. Long-Term Incentive Plans-Restricted Stock Units-U.S. Cellular grants restricted stock unit awards, which generally vest after three years, to key employees. 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...

  • Page 75
    ... Corporation Notes to Consolidated Financial Statements (Continued) NOTE 15 STOCK-BASED COMPENSATION (Continued) A summary of U.S. Cellular nonvested restricted stock units at December 31, 2013 and changes during the year then ended is presented in the table below: Weighted Average Grant Date...

  • Page 76
    ... 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, (Dollars in thousands) 2013 2012 2011 Common Shares withheld ...Aggregate value of Common Shares withheld...

  • Page 77
    ... Corporation Notes to Consolidated Financial Statements (Continued) NOTE 16 SUPPLEMENTAL CASH FLOW DISCLOSURES (Continued) assets to which they relate, which are included in Property, plant and equipment in the Consolidated Balance Sheet. On June 25, 2013, U.S. Cellular paid a special cash dividend...

  • Page 78
    ... were based on management's best estimates and judgments. Management also prepared the other information in the annual report and is responsible for its accuracy and consistency with the financial statements. PricewaterhouseCoopers LLP , an independent registered public accounting firm, has audited...

  • Page 79
    ... U.S. Cellular's internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP , an independent registered public accounting firm, as stated in the firm's report included herein. /s/ Kenneth R. Meyers Kenneth R. Meyers President and Chief Executive...

  • Page 80
    ... balance sheets and the related consolidated statements of operations, changes in equity, and cash flows present fairly, in all material respects, the financial position of United States Cellular Corporation and its subsidiaries at December 31, 2013 and 2012, and the results of their operations...

  • Page 81
    ...States Cellular Corporation SELECTED CONSOLIDATED FINANCIAL DATA Year Ended or at December 31, (Dollars and shares in thousands, except per share amounts) 2013 2012 2011 2010 2009 Statement of Operations data Service revenues ...$3,594,773 $4,098,856 $4,053,797 $3,913,001 $3,927,128 Equipment sales...

  • Page 82
    ... presented. The high, low and closing sales prices as reported by the New York Stock Exchange (''NYSE''). During the quarter ended December 31, 2012, U.S. Cellular revised its method of amortizing capitalized debt issuance costs and original issue debt discounts from straight-line to the effective...

  • Page 83
    ...Cellular Corporation SHAREHOLDER INFORMATION Stock and dividend information U.S. Cellular's Common Shares are listed on the New York Stock Exchange under the symbol ''USM'' and in the newspapers as ''US Cellu.'' As of January 31, 2014, the last trading day of the month, U.S. Cellular's Common Shares...

  • Page 84
    ... of the U.S. Cellular website (http://www.uscellular.com). Questions regarding lost, stolen or destroyed certificates, consolidation of accounts, transferring of shares and name or address changes should be directed to: Julie Mathews, Manager-Investor Relations Telephone and Data Systems, Inc. 30...

  • Page 85
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  • Page 87
    ..., Business Strategy Narothum Saxena Vice President, Advanced Technology and Systems Planning Joseph L. Settimi Vice President, Products, Pricing and Innovation Grant B. Spellmeyer Vice President, Federal Affairs and Public Policy Thomas S. Weber Vice President, Financial and Real Estate Services...

  • Page 88
    United States Cellular Corporation 8410 West Bryn Mawr Avenue Chicago, Ill. 60631 Phone: 773-399-8900 uscellular.com