Jane McCahon - Senior Vice President, Corporate Relations, TDS Telecom Douglas Shuma - Senior Vice President, Finance and Chief Accounting Officer, TDS Ken Meyers - President and Chief Executive Officer, U.S. Cellular Steve Campbell - Executive Vice President and Chief Financial Officer, U.S.

Cellular Vicki Villacrez - Vice President Finance and Chief Financial Officer, TDS Telecom.

Ric Prentiss - Raymond James Simon Flannery - Morgan Stanley Sergey Dluzhevskiy - Gabelli & Company.

Greetings, and welcome to the TDS and U.S. Cellular Fourth Quarter Operating Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms.

Jane McCahon, Senior Vice President, Corporate Relations of TDS. Thank you. Ms. McCahon, you may begin..

Thank you, Tim. Good morning, and thanks for joining us. I want to make you all aware of the presentation we have prepared to accompany our comments this morning, which you can find on the Investor Relations sections of the TDS and U.S. Cellular websites.

With me today and offering prepared comments are from TDS, Doug Shuma, Senior Vice President, Finance and Chief Accounting Officer; from U.S. Cellular, Ken Meyers, President and Chief Executive Officer; and Steve Campbell, Executive Vice President and Chief Financial Officer.

And from TDS Telecom, Vicki Villacrez, Vice President Finance and Chief Financial Officer. This call is being simultaneously webcast on the TDS and U.S. Cellular Investor Relations websites. Please see the websites for slides referred to on this call, including non-GAAP reconciliations.

As a reminder, we provide guidance for both operating cash flow and adjusted EBITDA and for TDS Telecom, these are basically the same number.

For the information set forth in the presentation and discussed during this call, contain statements about expected future events and financial results that are forward looking and subject to risks and uncertainties. Please review the safe-harbor paragraphs in our press releases and the extended version in our SEC filing.

Shortly after we released our earnings and before the call, TDS and U.S. Cellular filed SEC forms 8-K, including today's press release and filed our SEC forms 10-K. Taking a quick look at the upcoming IR schedule, Slide 3.

We will be presenting at the Deutsche Bank Conference on March 6 and the Raymond James Conference on March 7, and heading to New York and Boston with Gabelli on March 22 and 23. Please let us know if you would like information about any of these events.

And please keep in mind that TDS has an open door policy so if you are in the Chicago area and would like to meet with members of management, the IR team will try to accommodate you, calendars permitting.

As has been our tradition on our year-end call, we would like to take a moment to recap our major accomplishments for the year just completed as well as to set forth our strategic priorities for the coming year. So to begin, I would like to turn the call over to Doug Shuma to talk about TDS Corporate..

Thanks, Jane. Turning to Slide 4. We continue to execute on our strategic priorities and work to understand and capitalize on the many significant changes that occurred last year. During 2016, we saw benefits from prior year investments and work to manage our capital intensity as revenue growth because harder to achieve. The foundation of U.S.

Cellular's value proposition is network quality. They continue to invest in spectrum capacity and new technology such as VoLTE, which will provide a great customer experience as well as opportunities for additional roaming revenue.

And speaking of spectrum, I want to remind you about our inability to discuss the ongoing auction for 600 MHz spectrum, known as auction 1000. Although the clock phase has ended, the anti-collusion rule is still in effect and we are prohibited from speaking about it and will not entertain any questions relating to spectrum.

At TDS Telecom, our fiber investments in wireline and network enhancements at cable, are now driving the growth we expect from our broadband strategy. As we think about capital allocation at the TDS level, not much has changed. We did not buy any cable assets for the past two years nor did we repurchase any meaningful amount of TDS shares.

We did however, return value to our shareholders in the form of $65 million in dividends and this morning we announced a 5% dividend hike, our 43rd consecutive annual dividend increase. In 2016, U.S. Cellular repurchased $5 million of its shares.

We continue to look for cable acquisitions that meet our criteria and plan to continue to target our 3:1 ratio of investing in the business versus returning value to shareholders for the foreseeable future. We are also assessing the opportunities and risks associated with the change in administration in Washington.

As we will cover in greater detail, getting the A-CAM program for TDS Telecom across the finish line was a significant victory. One that provides commitment for ten years of support and helps us provide enhanced broadband services to some of our most remote customers.

Recent comments by FCC Chair Pai seem to support the need for enhanced broadband in rural America and we will work diligently to pursue any opportunities. Of course, any initiatives to relieve regulatory burdens would be welcome by all of our businesses.

We will also follow closely any tax reform efforts knowing full well that the devil will always be in the details. And now I will turn the call over to Ken Meyers.

Ken?.

Good morning. Let me start this morning by talking about 2016. What a year. Steve will cover the financial results for the quarter and the year in some detail but I am going to start with some summary comments.

First, I want everyone to know that I am very proud of the way this organization -- what this organization accomplished in the face of extremely aggressive and one might even say uneconomic competition. The spirit of the customer focus exhibited by all of our associates is extraordinary and I want to thank them for their efforts.

Looking back at the guidance we issued a year ago, we met all of our targets. Though we must admit, we got there a bit different than I thought a year ago. Revenue, while within our expected ranges was at the lower end as competitive pricing and promotion activity impacted both average revenue per unit and customer growth.

Given that environment, we focused on protecting our customer base, reducing cost and closely managing our investments. As a result, we lowered both postpaid and prepaid churn in 2016 and delivered a small increase in operating cash flow and adjusted EBITDA when you put things on an apples to apples basis. I am going to let Steve explain that later.

Turning to Slide 7. Some of the key factors behind last year's results and the key accomplishments include, first, with switching activity and gross additions down for the industry, promotions became increasingly richer as the year wore on.

While we continue to win back customers at a healthy rate, we chose to manage our promotional spend at a reasonable level, offering uneconomic promotions is not part of our strategy. An important priority for 2016 was to increase customer engagement.

This is a priority across all areas of the company from the front line to the network engineers, groups throughout the organization had goals and incentives to focus on this critical measure and we saw meaningful improvement in this metric for the year.

We also worked hard to secure and then operationalize 4G LTE roaming agreements to provide an improved experience when our customers travel outside of our footprint. We want our customers to receive great service in the middle of anywhere, be that on our network or while travelling and using the network of one of our roaming partners.

At the same time these new arrangements have significantly lowered our roaming expenses despite meaningful increases in usage by our customers. Also, I think it's noteworthy that while carefully managing our capital spend, we have maintained our leading network quality as evidenced by numerous third party awards including the J.D.

Power Award for highest network quality. Similarly, we strengthened other aspects of our operations while controlling our costs. Our customer service team continues to engage customers on their terms. Be it live on phones from our own centers, via chat, or completely in a self-service mode.

During the year this team both increased customer engagement and reduced cost. Throughout our distribution channels, we use technology to improve the customer experience. Modified store design to enhance the shopping experience and produce solid growth in other high margin revenues like accessories and device protection.

I am especially proud of the work done with one handset partner to launch a store within a store model in our high volume stores similar to what is seen in big box national retailers. Turning to Slide 8.

Our customer's satisfaction is strongly influenced by our network strategy and we are working hard to manage the capital necessary to live up to our brand promise of a network that works in middle of anywhere in addition to investing in new products and services our customers want.

Our 4G LTE network reaches 99% of our postpaid customers providing an excellent network experience in our suburban and rural markets, as well as our outside our footprint with 4G LTE roaming agreements. We are also preparing to roll out our first commercial deployment of Voice over LTE or VoLTE across Iowa this year.

We expect to have VoLTE roaming agreements in place shortly and turn on those service towards the end of the year. We have also tested fixed wireless technology with both 4G and 5G. We completed 5G trials designed for real world scenarios indoors and outside, focused on fixed wireless broadband type services.

Our results were successful and showed very promising speeds and low latency. We use 28 MHz spectrum through an experimental license with the FCC. We can also offer a fixed wireless solution on 4G LTE and we are undertaking some friendly user trials in a couple of our markets to better understand how fixed wireless can best serve our customers today.

Looking forward, Slide 9. I am beginning to become a little more optimistic about some of the things I see in the industry. I think some of the competitive actions I am seeing in the marketplace, namely those by the market leaders, are just the type of action a market leader need to take in order to have a disciplined market.

So while price cuts, super aggressive promotions and big increases in advertising, all create substantial uncertainty for the short term, I think they are good for the long term market structure and I expect or at least hope to see appropriate changes within the year.

So while the marketplace, it is currently unsettled, here are some of our priorities for 2017. First and foremost, protect our base. This means continuing to offer an outstanding experience whenever the customer interacts with us, whether when using our network, visiting our stores or contacting customer service through any of its channels.

Our products and services need to be competitively priced. Given our position in the industry, we are price takers. As such, we announced unlimited plans this morning that are available to new and current customers as of today.

While I am not a fan of unlimited plans in our business, given the need to constantly invest in capacity, I am heartened by the fact that they have not left at long when offered in the past. By my reckoning, this is at least the third time we have seen unlimited plans in this industry.

Second, we will continue to aggressively promote our products and services with economically justified offerings. Last year we made significant headway in building awareness of our product offerings and expect that to continue in 2017.

We made some real breakthroughs with both our ads themselves, as well as with some of our handset partners on their rules which previously had the effect of limiting some of our advertising reach. We also continue with our heightened focus on serving the small and medium sized business customers, including local and regional government entities.

This is still an underpenetrated market for us and yet it's one perfect for us, given our local positioning. Our approach has been to lead with end to end solutions for these groups to improve both connectivity and efficiency and build those relationships over time to include a wide portfolio of products and services.

This focus began in 2015, gained traction in 2016 and is one of our more significant revenue opportunities this year. Third, we will continue to drive other sources of revenue. Accessory sales produce margins that today help support the cost of our retail channel.

Device protection is a product that is especially important to customers give today's equipment installment plans. And we believe that both our current 4G and future VoLTE networks offer the ability to serve other carriers roaming customers.

We have seen in our own customer numbers how dissatisfied consumers are when they don’t get the same experience when the travel and are now working with other carriers to solve this problem for their customers as they travel across our networks.

Also, we are working with both legislators and regulators to ensure that as an industry, we meet the federal mandate of delivery to rural areas, services that are reasonably comparable to those offered in urban areas.

This is a huge responsibility that requires significant funding over many years to achieve and one that deserve thoughtful consideration in future infrastructure builds. How soon the competitive environment improves and what funding will be available to support broadband in rural areas are unknown today.

So we need to continue to drive improvements in our cost structure. Something that is more in our control. Notwithstanding the positive changes over the last few years, today's environment requires we continue that work across all parts of our organization.

In our network area we are capturing economies in backhaul as move off of CDMA and continue to evolve to an IP network. And we have identified more opportunities in our supply chain and continue to work on distribution and service costs. I am proud of the accomplishments the team has achieved in these areas in 2016.

We are all committed to more success in 2017. Slide 10. Besides continuing to focus on our costs, we will also be prudent in managing our investments of capital. We will continue to invest in our network to provide additional capacity to meet the growing demands for data services and continue to provide better in home coverage.

We will continue our multi-year commercial rollouts of voice over LTE, anticipating our next commercial rollout in early 2018. And finally, we will continue to test fixed wireless in real life scenarios to ensure that we can offer a fast high quality network that works whenever and wherever our customers need it. Slide 11.

While Steve will talk about guidance in a moments, I hope my comments will give you a better lens to understand our view. Short term, there certainly is uncertainty on pricing but I am optimistic that these uncertainties will be resolved in the near future. This industry offers a highly valued and an important to service to consumers in businesses.

The importance and value is growing not diminishing as we enter the world of connected everything. Delivering those services will require ongoing investment to ensure availability whenever and wherever it is needed. And those investment in turn require adequate funding and returns.

I believe we have the funding and resources needed to continue to serve our customers as the industry resolves these uncertainties. In closing, I want to thank all of our associates for their hard work and commitment to our customers. Now let me return the phone call over to Steve Campbell..

Thank you, Ken, and good morning, everyone. I am going to begin with a few additional comments on connection activity which is shown on Slide 12 of our presentation today. We had 2000 retail net additions for the fourth quarter of 2016, down from 75,000 net additions a year ago.

In the prepaid segment, net adds for the quarter were 4000 compared to 7000 a year ago. We achieved a nice increase of about 20% in prepaid gross additions with only a very small amount of migration from our postpaid base but that impact was offset by modestly higher churn. In the postpaid segment, we had a net loss of 2000 connections.

This was largely the result of lower gross additions which decreased 22% year-over-year to 187,000 due to a combination of factors, including lower switching activity, and extremely aggressive promotional activity by other carriers. Postpaid churn was at 1.41% this quarter compared to 1.31% a year ago.

I will provide a breakdown of churn for handsets versus connected devices in a subsequent Slide, but let me mention here that for the year, postpaid churn improved from 1.39% to 1.31%. As shown at the bottom of the Slide, there was a net loss of 25,000 postpaid handsets in the fourth quarter.

That compares to the net loss of 2000 handsets in the prior year. However, we continue to have upgrades from feature phones and including those upgrades, total Smartphone connections increased by 31,000 during the fourth quarter. We provide a little more information about smartphones on the next Slide.

Smartphones represented 93% of total handsets sold this quarter and Smartphone penetration increased 79% of our basic postpaid handset connections, up from 74% a year ago. As I said, we saw that some Smartphone additions this quarter were migrations from feature phones.

Given the current Smartphone penetration level of 79%, we still have some additional opportunity to upgrade more of our remaining feature phone customers to smartphones, whether they are on post-paid or prepaid plans, and drive additional data usage revenues.

Our next Slide shows the postpaid churn rate broken out between handsets and connected devices. Handset churn was 1.23% for the fourth quarter of 2016, very much in line with the consistently low level experienced over the past several quarters. For the year, handset churn improved from 1.3% to 1.18%.

Connected device churn spiked up a bit to 2.49% for the fourth quarter of 2016, which we expected to see as the penny tablets sold in connection with various promotions over the past two years began to roll off. For the year, connected device churn also improved a bit thought from 2.2 to 2.11%.

Now let's talk about financial results, starting with revenues. Total operating revenues for the fourth quarter were $991 million, up very slightly, essentially flat compared to $987 million a year ago. In more detail, service revenues were $737 million, down $65 million from $802 million last year.

A largest component of service revenues, retail service, at $656 million decreased by 8% driven by lower average revenue per user. The decrease in ARPU was partially offset by the impact of growth in our customer base. And I will come back and say more about ARPU in a minute.

The other item contributing to a reduction in service revenues was lower roaming revenues, which declined by $9 million, primarily due to lower rates on data usage. Keep in mind however, that while we experienced a reduction in inbound revenue due to lower data rates, at the same time we benefit from lower rates on our outbound data roaming traffic.

For the fourth quarter of 2016, the benefit to outbound roaming expense due to lower data rates was two times the rate related reduction in revenue. Equipment sales revenues grew 37% to $254 million, driven by higher equipment installment plan sales.

Percentage of postpaid device sales on installment plans increased to 81% in the fourth quarter, that compared to only 53% a year ago. We expect the installment plan take rate will continue to increase given that the majority of our retail device sales are now being done on an installment basis.

Next, as I said I want to say a few more words about our postpaid revenue metrics. Postpaid ARPU was $45.19, down 12% year-over-year, reflecting overall industry price competition, the continued migration to unsubsidized equipment pricing, and the growth in connected devices which have lower average revenues.

Arguably, the reported decrease in ARPU is somewhat overstated as it reflects the reduction in service revenue that accompanies the migration to an unsubsidized equipment pricing model but it excludes the offsetting equipment installment plan billings to customers.

Average billings per user, which includes those billings, provides a better representation of the total amount of revenue being collected from customers every month. This more inclusive measure, shows a decrease of only 5% year-over-year, less than half of the 12% decrease shown above.

Average revenue per account benefits from the increasing connection per account which grew by 4% year-over-year. Fourth quarter average revenue per account was down 9% year-over-year. However, average billings per account decreased by about 1% year-over-year.

We expect that there will be some continuing downward pressure on service revenues but that equipment sales revenues will continue to grow as more of the customer base moves to unsubsidized equipment pricing. Operating cash flow for the fourth quarter of 2016, shown on Slide 17, was $130 million compared to $136 million a year ago.

The small decrease is the net effect of essentially flat total operating revenues offset by 1% overall increase in total cash expenses. This small increase in expenses was driven by higher cost of equipment sold, reflecting both the greater proportion of smartphones in the sales mix, and an increase in the average cost per unit.

Expenses in the other major categories were essentially flat year-over-year. Adjusted EBITDA, shown next, incorporates the earnings from our equity method partnerships along with interest and dividend income. Adjusted EBITDA for the quarter was $177 million, the same as last year.

Earnings from unconsolidated entities were $30 million, including $14 million from the Los Angeles partnership. Interest and dividend income totaled $16 million and that consisted largely of imputed interest income on equipment installment plans.

Although the primary focus of our call today is the fourth quarter results, I want to take just a minute to review our results for the full year, which are shown on Slide 19. At the top, we show total operating revenues, operating cash flow and adjusted EBITDA for the year on an as reported basis.

However, note that the year to year comparisons are affected by two discreet items. In 2016, operating cash flow and adjusted EBITDA were reduced by a charge of $13 million related to the termination of a naming rights agreement.

In 2015, on the other hand, total operating revenues, operating cash flow and adjusted EBITDA were increased by $58 million related to termination of the rewards program. The numbers at the bottom of the chart exclude the impacts of these discrete items. On this basis, total operating revenues for the two years were flat, actually the same.

Operating cash flow and adjusted EBITDA increased by 2% and 4% respectively. As Ken said in his comments earlier, these results are not where we want to be long term but they do show at least modest improvements in profitability and are indicative of our attention to managing cost and investment in today's unsettled industry environment.

Next, I want to cover our annual guidance for 2017 which is shown on Slide 20 of the presentation. For comparison, we are showing our 2016 results, both as reported and adjusted for the naming rights termination.

Also note, that we will be making a change in 2017 related to the classification of imputed interest expense on equipment and installment plans.

Going forward, that interest will no longer be reported below the operating income line in interest and dividend income, but rather will be included in service revenues, consistent with the approach that has evolved and now being followed by most industry participants.

So for 2017 then, the total operating revenues, we expect a range of approximately $3.8 billion to $4 billion, reflecting the unsettled competitive environment both in terms of pricing and promotion driven subscriber growth.

For operating cash flow, we expect a range of $500 million to $650 million, that estimate flows through to the estimated range for adjusted EBITDA, which is $650 million to $800 million.

Of course to the extent that we achieve a lower level of customer growth than currently estimated, or if the competitive environment moderates, we would expect our results to be in the upper portion of these ranges.

On the other hand, to the extent that we are successful in attracting a higher level of customer growth than currently estimated, where the pricing environment worsens further, we would expect results to be in the lower portions of the ranges.

Capital expenditures are expected to be about $500 million and included here is spending associated with our continued deployment of VoLTE. I want to make just a couple of comments about U.S. Cellular's cash flows and liquidity.

Cash flows from operating activities for 2016 were $501 million, while cash used for investing and financing activities totaled $630 million, resulting in a net decrease in cash and equivalents of $129 million. 2016, there was resumption in cash distributions from the Los Angeles partnership with $29 million in total distributions for the year.

And you recall that there had been no distributions in the previous year. As of December 31, cash and cash equivalents totaled $586 million. In addition to these existing balances, U.S. Cellular had $298 million of unused borrowing capacity under its revolving credit facility.

We believe that these resources are sufficient to meet our operating, investing and debt service requirements for the remainder of this year. We also noted in the Form 8-K filed last week, that we expect to meet our remaining obligations related to spectrum purchased in Auction 1002, with cash on hand and/or drawing on the revolving credit agreement.

Now I will turn the call over to Vicki Villacrez to talk about TDS Telecom..

Thank you, Steve, and good morning, everyone. I am excited to share our 2016 accomplishments with you and then I will outline our strategic priority for 2017.

As you know, the common strategy for our wireline and cable businesses is to offer the best broadband connection in the market and use that advantage to grow high margin broadband services bundled with both video and voice products. This strategy allows us to leverage our expertise and infrastructure across both segments.

On Slide 22 in our wireline business, we have continued our focus on driving fiber to the home connections to provide the most competitive broadband service and related products, which has led to growth in both broadband and IPTV connection. Our wireline's full year 2016 residential revenues increased 4%.

By the end of 2016, we had deployed fiber to the home to 22% of ILEC service addresses. Fiber technology allows us to provide Internet speeds of up to 1 gigabit per second.

To further strengthen our broadband offerings, we have deployed copper bonding technology to an additional 20% of our ILEC service addresses to drive higher speeds in or middle tier ILEC market. Our IPTV product called TDSTV is an important offering that leverages our high speed network, improves ARPU, and reduced churn through attractive bundling.

We now have launched TDSTV in 28 markets, enabling 190,000 service addresses, which is roughly 26% of our total footprint. We have been focusing on bundling IPTV and high speed broadband to drive higher penetration in these markets. One positive side effect of the increased triple play bundle is that it has moderated the losses of legacy voice lines.

The year-over-year decrease in ILEC residential voice connections was only 2%. One of our big successes in 2016 comes in the area of universal service funding. Recall that the FCC announced a modified USF mechanism for providing rate of return carriers with support funds to extend broadband services to un-served and underserved areas.

We have chosen the alternative Connect America cost model, commonly known as A-CAM. In August, as you know, we received an initial offer from the SEC for $82 million of support revenue annually for ten years.

However, due to insufficient funding levels to meet the demand of carriers selecting the A-CAM option, the SEC made revised offers to carriers in December.

Under the revised offer, which we accepted in January, TDS will receive $75 million of support revenue annually for ten years, replacing approximately $50 million of annual support that we received in 2016. In 2017, we will also receive $7 million in transitional support funds in certain states, bringing our total 2017 support to $82 million.

Unlike the legacy program, this support comes with an obligation to build defined broadband speeds to reach approximately 160,000 locations. The revised offer to TDS maintains the obligation to build defined broadband speed for the same number of locations. However, the speed requirements for certain locations were reduced.

The FCC condition, the acceptance of the revised offer upon a requirement that carriers meet the terms of the initial offer, is additional support becomes available in 2017. Build out obligations under this program will require capital expenditures over the ten year period that maybe significant.

Our estimated build out cost will be incorporated into our capital expenditure guidance we provide each year and for 2017 we expect that amount to be approximately $36 million. In general, we expect our A-CAM capital spending to be somewhat front-end loaded during the life of the program.

In our cable business, Slide 23, investment thesis is around monetizing the growing demand for high quality broadband services. We continued to make capacity investments in line with our strategy to increase broadband penetration in those markets. Our cable full year 2016 revenues increased 6%, primarily as a result of those broadband investments.

In 2016, we completed an important project called analog reclamation. This initiative transitioned our analog cable market to an all digital video service, which provides an improved customer experience and allows reclaimed spectrum to be used to provide higher broadband speeds.

We are now offering 300 megabit service in our largest markets which cover more than half of our cable service addresses. Our improvements in the network, product offerings and customer experience are driving strong growth in broadband and voice connection.

For our hosted and managed services business, we continue to execute the vision we have for profitably serving the IT outsourcing needs of mid-market customers. In 2016, we expanded our offerings to provide customers with a choice of services ranging from private to public cloud solution, combined with our co-location services.

While our recurring service revenue growth is still below our expectations, we remain focused on improving our sales performance. Looking ahead to 2017, Slide 24, our strategic priorities remain the same.

In the wireline business, we will focus on increasing penetration in the markets where we have already deployed fiber and continue to modestly deploy fiber where it strategically and economically makes sense and where our cost and demographic metrics support the business case.

We will leverage our copper bonding deployments to drive penetration of higher speed and IPTV in certain ILEC markets. And we will begin executing on our broadband build out obligations under A-CAM and certain state broadband program.

Other elements of our strategy include our continued focus on providing exception customer service, the influential and regulatory reform issues and managing our cost.

For cable, we will continue to make success capacity investments to increase broadband penetration, bringing speeds of 300 megabits or greater over DOCSIS 3.0 technology to additional markets. We also expect to continue growing customer penetration levels by enhancing our offerings including leveraging wireline products and services.

In addition to focusing on our existing cable markets, we have also been evaluating acquisition opportunities in the cable space and as Doug said earlier, although we did not make any cable acquisitions in 2016, we will continue to pursue cable acquisitions that have favorable, competitive environments, attractive market demographics and the ability to grow broadband penetration.

And finally for our HMS operations, in 2017 we are very focused on continuing to develop our hybrid cloud strategy of selling solutions tailored to customers meets to drive service revenue growth. And on the cost side of our business, we are committed to further optimizing our operations to improve profitability.

Now let's turn to our fourth quarter operating results on Slide 25. TDS Telecom's total operating revenues were flat, cash expenses were down 1%. As a result, adjusted EBITDA on a consolidated basis was up 1% to $72 million in the quarter.

In addition, capital spending was down by $28 million and as a result, free cash flow improved significantly in the quarter. Beginning with wireline on Slide 26, investments in our network and efforts to make higher speed broadband options available to customers, continue to drive growth in both IPTV and broadband connections.

Looking at the metrics on the bottom of the Slide, you can see IPTV connections grew 32%, adding 10,900 compared to the prior year and we added 11,00 residential broadband connections.

We are offering a variety of speed of up to 1 gig service in all IPTV markets and the uptake on IPTV has grown steadily and is now at an average penetration rate of 30% of residential service addresses. It is important to remember, 96% of our IPTV customers and 37% of our total ILEC residential customers subscribe to triple play bundle.

This results in a low churn rate and continues to increase average revenue per connection, now up 3% on a normalized basis to 44.27 in the quarter, reflecting both our fiber and bonded copper deployments, residential broadband customers in these ILEC markets are continuing to chose higher speeds with 53% choosing speeds of 10 megabits or greater and 22% choosing speeds of 25 megabits or greater, which also contribute to the higher ARPUs we have experienced.

Now moving to Slide 27. Wireline results were solid. Please note that the 2015 ILEC divestiture has reduced revenues and expenses about 1%. As reported, residential revenues increased 8% and 3% on an adjusted basis for onetime items in 2015. Growth in IPTV and broadband, more than offset the decline in legacy voice services.

Speaking to commercial revenue, we saw a 5% decrease although managed IP connections continue to grow. Wholesale revenues which include regulatory support, decreased 5% in the quarter as expected. Total wireline service revenues held even with the prior year at $174 million.

Wireline cash expenses also were flat compared to last year as increases in employee related expenses in IPTV programming cost were offset by the reduced cost of provisioning legacy services. As a result, wireline adjusted EBITDA was also relatively flat compared to the prior year.

As we have stated in our strategy, we plan for capital intensity to decline this year as we completed the majority of our planned fiber build outs. In the quarter, capital spending declined $24 million which has resulted in a significantly high free cash flow compared to prior year. Moving to the cable segment.

Slide 28, shows cable connections grew 12,000 or 4% to approximately $292,000. On the residential side, connections increased driven by a 14% growth in broadband and a 7% growth in voice. The residential broadband connection growth drove a 400 basis point increase in broadband penetration.

Although total commercial connections declined due to a drop off in video related to analog reclamation, broadband itself grew 13%. On Slide 29, total cable revenues grew 13% to $49 million, reflecting another quarter of strong broadband subscriber growth.

Our investments in the cable network and products and services, coupled with our rebranding efforts, all contribute to an improved customer experience and are generating this revenue growth. Cash expenses increased 16% due to higher employee expenses, network maintenance and video programming cost. As a results, cable adjusted EBITDA increased 6%.

Turning to the HMS segment and speaking to both slides 30 and 31. HMS had a soft quarter, primarily due to the timing of low margin equipment revenue. In total, HMS revenues decreased 10% in the quarter. This was driven by a 16% decline in equipment revenue year-over-year.

Service revenues also decreased 2% from fewer professional services, which primarily track with our equipment sales. Hosting revenues were flat in the quarter as higher customer churn and compression offset revenue growth. Cash expenses were down 10% compared to the same period in the prior year, primarily due to lower cost of goods sold.

Other expenses were also down reflecting lower service revenues and cost containment efforts. Adjusted EBITDA was flat year-over-year. However, for the full year 2016, HMS adjusted EBITDA increased $3 million and free cash flow turned positive. Since this is the year end, let me briefly highlight our results for the full year on Slide 32.

In total, we ended the year with revenues of $1.15 billion, down 1% from the prior year as reported and flat after excluding divestiture impact. This was in line with our expectation. Adjusted EBITDA of $298 million was down $8 million or 3% from 2015, yet was at the upper end of our guidance range.

Capital expenditures were $173 million, slightly below our guidance of $180 million. These results are a reference point for our 2017 guidance which I will walk you through on Slide 33. So turning to guidance. We are forecasting revenues of $1.2 billion to $1.25 billion which incorporates the impact of A-CAM.

For wireline, we anticipate the growth in IPTV, broadband and A-CAM revenue to more than offset the declines in our legacy voice and commercial revenue. We expect total wholesale revenues to increase from the A-CAM support, offset to some degree by continued declines in inter-carrier compensation.

We expect cable revenue growth in the high single digits, reflecting continued strong growth in broadband, and we expect HMS revenue growth in the mid-single digits. Adjusted EBITDA is forecast to be within a range of $300 million to $340 million.

Contributions from wireline growth initiatives and A-CAM coupled with cable and HMS operations will more than offset pressures in the legacy wireline business. And overall, we expect some margin improvement with this growth. Capital expenditures are expected to be approximately $225 million in 2017.

Wireline CapEx which is about two-thirds of our total spend, includes A-CAM spending of approximately $36 million, state broadband build outs and modest fiber deployments. At cable, capital budget includes funds for success based growth and HMS CapEx growth is due to one data center expansion in 2017.

At TDS Telecom we are very pleased with the support we are receiving on the regulatory front to provide necessary broadband service to the most rural areas of our market and we are hopeful that the FCC will secure additional funding for the A-CAM program in 2017.

We are proud of the progress we have made in our strategic areas of focus that will enable us to grow profitably. I would like to take this time to thank all of our employees who have contributed to our success. I will now turn the call back over to Jane..

Thanks, Vicki. And Tim, we are ready for questions..

[Operator Instructions] Our first question comes from the line of Ric Prentiss of Raymond James. Please proceed with your question..

A couple of questions on the '17 guidance at the U.S. Cellular side. Steve, I think you said that depending on kind of where as we're at and competition would take you to the lower or higher end.

Looking at the actual results in '16, is that kind of the baseline for the midpoint as far as your gross adds and net adds? Just trying to get a factoring in of what you think the range is of subscriber growth.

And then also on the competition side, what your underlying assumptions are, kind of what ARPUs might look like?.

So going into the year, I don’t know that customer growth is expected to be much different than this year. Whether it be the gross or net levels, right -- it's Ken.

The second part of the question was...?.

So on the competitive environment, as you look at the guidance you've given, what are the thoughts about what's baked into that as far as costs, like subscriber acquisition costs from promos, or further ARPU pressure.

Just trying to think how to moderate that thought of what would cause competition to be seen as more moderating versus more intense?.

Well, I don’t know if I can answer that -- if I quite get it, let me try it this way. I think competition is at that point where the big guys are stepping in now and saying let's get some discipline here. So I am hoping to see some rebound in pricing by the end of the year.

A rebound is not baked into these numbers but I think as fast as things are moving in this industry right now, it's an area that we just need to watch..

Okay. And then when we look at the margins then, and obviously you're moving imputed interest stuff to the revenue items, but the operating cash flow margins are still in the mid-teens.

As you think going forward, what would your target be as far as where margins could get back to and what timeframe would be involved in getting there?.

Until we get stability in pricing I can't even guess at that number..

Okay.

And final question for me is then, are you seeing any overbuilding of your markets in from T-Mobile or Sprint and can you update us as far as what market shares Sprint and T-Mobile have averaged across your footprint?.

Yes. Sure. We have not seen significant overbuilding from either of those. In fact, we talked about, the question has come out in the past about overbuilding with T-Mobile. And they have been using the 700 MHz A license in most of our markets. Not all, but most of our markets that’s the license that we have.

In fact, we have 4G roaming agreements with both of those carriers to help make sure that their customers get serviced wherever it is that they travel. So we aren't seeing a lot. I mean we are seeing a little bit from the metro side in terms of prepaid, but in terms of the postpaid business, not a lot right now..

And as far as market shares, is there kind of a ballpark market share those guys have in your territory?.

The last numbers I saw are T-Mobile was still single digit and Sprint not significantly changed from the last time we look at it either. Not big moves..

Okay.

So the competition is really maybe driven by Sprint and T-Mobile affecting the bigger two carriers, and then you competing directly up against the bigger two? Is that kind of what we should...?.

That is still the main formula. We both loose most of our -- most of the highest number of ports we lose go to Verizon and the highest number that we get back from Verizon, with AT&T being number two. Those are our top two competitors.

It's when they have to respond to things that are being done in the larger markets that we feel it, since everything is done on a national basis, we feel it in our markets..

Okay. And one final one on the guidance. What percent of your base is now on EIP? That helps us understand when services shifting to equipment revenue might stabilize.

Where are you at as far as, I know you've been doing like 80% or so on the sales, but where are you on the base?.

Yes. In terms of the penetration of the base, we are right around the 40% mark at this time..

But we could see still a continuation of pressure there throughout '17 but maybe more stabilization in '18. As far as....

We definitely see a small increase, I think, in percent on EIP. Remember that we announced that the retails sales will be primarily EIP going forward. So the percent of sales will grow and we expect to see that penetration in the base grow with it over the next year plus..

Our next question comes from the line of Simon Flannery of Morgan Stanley. Please proceed with your question..

So on the unlimited plan that you rolled out today, can you just talk about how the roaming will work? Is there going to be limitations on out of market roaming? Is that potentially going to squeeze your margins if you have people who are using a lot more data? They're watching TV when they're in New York or something like that? And how do we think about optimization, are there people on bigger bucket plans who may be paying more that might have an opportunity to trade down to this, so there might be some dilution from that?.

Just try a couple of things there, Simon. One, there is in fact a limit on the roaming side. But what we have seen over the last year is, as customers get faster speeds as they roam now in 4G, that outbound roaming has grown faster over the last year but only getting back to kind of more historical levels somewhere in the 5% to 6% of total usage.

So I haven't seen that shift dramatically in terms of, they still travel the same amount of time. And therefore still use the same percentage of their total usage, on-network or off network.

Secondly, as Steve talked about, with the 4G roaming agreements that we have put in place, we have seen substantial reductions in the cost per unit megabyte, gigabyte whatever, which will mitigate some of the risk around that margin compression..

Okay.

And has there been any marked impact from the Verizon Unlimited move last week? I know it's early days but do you view that as a, obviously you've matched it, but do you view that as a major change in market dynamics from what you've seen so far?.

Too soon to really see much impact at all. The organization moved unbelievably fast to get that into the marketplace so there wouldn’t be an impact to our customers. Going back to that first point around protecting our customer base. Now in terms of -- so I think it's a shift. I think it's a message, it's a signal.

You want to do this, we are going to do it too. And by the way we are do it too on a high quality networks and everything else. Long-term, I don’t think it's sustainable by anybody. I do not -- business had to keep investing in capacity which is why I think we have been at the door a couple of times in the past and eventually have pulled away.

And I think that’s what I am expecting to see here too..

Okay. And any change to your long term view about being a regional provider? Obviously, you sort of gave some guidance here about subscriber trends continuing, but you're one of the few remaining regional providers here.

How do you think about long term? Should you be open to consolidation approaches if they came?.

Yes. We have said for many, many, many years, we have got long term shareholders that are very interested in being long-term players in this industry. They have got their SEC form, whatever they are -- Doug what is it -- that’s on file.

Unless they change their view and there is no indication that they are, we will continue to do exactly what we are doing today..

And, Tim, we have time for one more question, please..

And our final question will come from the line of Sergey Dluzhevskiy of Gabelli & Company. Please proceed with your question..

Just I guess a two part question on the wireless side. So on margins, and I understand that given the uncertainty on pricing, you are reluctant to provide longer term guidance.

But from your perspective, from cost management perspective, could you provide more examples or greater clarity on what cost markets are you going to be taking in 2017, maybe 2018? And the second part of my question is on towers.

Obviously you have a large own tower portfolio, you are probably the fourth largest tower company, or tower portfolio in the country.

What are your thoughts on realizing greater value from this portfolio, either organically or from potential of selling this portfolio or spinning it off to shareholders?.

Thanks, Sergey. So in terms of cost across the broad, I will say the network guys actually have done a really good job this year in terms of managing some of the backhaul investments and I expect that we are going to see more change in that areas, especially as more and more of our traffic moves off of CDMA.

At the same time, we have, when I look at it, on 84% of all the cash we -- of all our cash expenditures, are outside the company, meaning not personnel. Not salary and wages.

So we are working with all of our vendors in terms of how do we sharpen our advertising spend and how do we negotiate different discounts out of our handset and on the reverse logistics side. We have been making changes to like commission side, within our own distribution and continue to optimize that. So it’s across the board. It's not any one area.

I can look at customer service last year and say millions came out of that area last year. As we put different technology in, as well as we give customers choices in terms of how to interact with us. None of those initiatives are going to stop.

As we look at towers, on one hand I think year-over-year revenues is up 8% and understand that the towers still are a major, major underpinning to our network quality. And how we get to migrate from LTE to VoLTE on a cost effective way.

In certain cases, in order to mitigate the change in coverage that one gets going through the CDMA voice to voice over LTE, we have had to go and install equipment on the top of towers. That means that top of the towers isn't an area that we are willing to rent out to somebody.

So as we try to maximize revenue there, it's maximize it within the constraint that its primary, first, purpose of those towers is to ensure the flexibility we need to maintain network quality. It's not about trying to get the most money out of those towers and then getting in the way of our network strategy.

So in effect there is a constraint in terms of that. Within that constraint we continue, 8% year-over-year, we are going to continue to monetize again more next year but within the confines of not getting in the way of our network strategy..

Do you see any benefits to structuring your tower company maybe as a standalone, maybe even fully owned subsidiary underneath U.S.

Cellular but more of a separate company within your structure?.

Not if it changes that constraint, right. If I were to put that -- if I gave one person the charge to optimize that and the optimization of those tower rent, which is what -- and revenue stream of $60 million. So let's say that person grew that by 20% next year, up dramatically from the 8%. That’s $12 million, okay.

It would cost a lot more then that $12 million on the network side to deliver the quality we need if the towers take priority, tower rent takes priority over network. So network is job one and it's optimized tower rental economics within the constraint of network quality being job one..

There are no further questions over the audio portion of the conference. I would now like to turn the conference back over to management for closing remarks..

We would like to thank you all for joining us and we are around for questions for the rest of the day. Have a great one..

This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful rest of your day..