Greetings and welcome to the TDS and US Cellular First 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, Vice President of Corporate Relations for TDS. Thank you. You may begin.

Thank you, Louis. Good morning, and thanks everyone for joining us. I want to make you are all aware of the quarterly conference call presentation we’ve prepared to accompany our comments this morning, which you can find on the Investor Relations pages of the TDS and U.S. Cellular websites. With me today and offering prepared comments are from TDS, are Ken Meyers, Executive Vice President and CFO; from U.S. Cellular, Mary Dillon, President and Chief Executive Officer; Steve Campbell, Executive Vice President and CFO; and from TDS Telecom, Vicki Villacrez, Vice President, Finance and CFO. This call is being simultaneously webcast on the Investor Relations’ sections of both the TDS and U.S. Cellular websites. Please see the website for slides referred to on this call including our non-GAAP reconciliations. The information set forth in the presentation today and discussed during this call contained 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 release and the more extended versions that will be included in our SEC filings. Shortly after we released our earnings results this morning and before this call, TDS and U.S. Cellular filed SEC Form 8-K Current Reports, including the press releases we issued this morning. Both companies plan to file their SEC Form 10-Q later this afternoon. As a reminder will be hosting an Analyst Day at CTIA next Wednesday, so please contact us if you be interested in being part of the meeting and also you reminded that our annual shareholder meetings are coming U.S. Cellulars on May 15 and TDS on May 17. Please note that the TDS meeting is being held in a different location this year, Ohio here to avoid the expected disruptions downtown around later meeting. Please keep in mind that TDS has an open door policy, to appear in the Chicago area and we’d like to meet members of management from TDS, U.S. Cellular or TDS Telecom the IR team will be – will try to accommodate you Calendars Committee. Now I’d like to turn the call over to Ken Meyers.

Thank you, Jane. Good morning. I’ll start on slide four, TDS ended the quarter with revenues up 4%, operating income of 5% and earnings per share of 23%. TDS’s overall tax rate for the quarter was up 28.9%. The rate was reduced by 9.3% or $7.2 million, primarily due to an unrecognized tax benefit to the expiration of a statutes of limitations for certain tax years, and the correction of deferred tax balances on publish of investments. TDS incurred a net operating loss in 2011 for Federal income tax purposes, largely as a result of the 100% bonus depreciation rules in effect of that time. We carried this Federal net operating loss back to prior years and we received an almost $60 million refund in the first quarter. The bonus depreciation rate for Federal income tax purposes for 2012 is 50%, and is currently expected to expire at the end of the year. We expect Federal income tax payments to substantially increase in 2013 and remain at a higher-level for several years, as the amount of TDS’s Federal tax depreciation induction substantially decreases. For the full-year, we are estimating an effective tax rated TDS of about 35%. So same factors also affected U.S. Cellular in the quarter, and we expect both year tax rate at U.S. Cellular of about 33% for the year. As you may have seen in the press release, TDS and U.S. Cellular did not repurchase any shares during the quarter. We just haven’t whether to repurchase shares from time to time based on many considerations, ranging from market conditions to cash needed for known or possible requirements with many in a fund raised or other reasons in between including other facts and circumstances. Our press release has a more fulsome listings of many of the reasons…

Thanks Ken, and good morning, everyone. I’ll start with our successes and challenges during the first quarter and a number of initiatives we’ve launched to drive future results. I’ll start with a review of our accomplishments on the quarter starting on page 7. As a result of improved effectiveness and driving increase brand awareness, launch of our 4G LTE services, as well as strong execution by our front-line associates, we’re seeing solid progress is evidenced by a 7% increase in retail growth additions this quarter, and encouraging sign in the midst of a very competitive time in wireless. During this quarter, we added 4,000 net prepared customers and we hope to continue that momentum with a addition of Wal-Mart distribution, which I’ll speak about more in a moment. Smartphone adoption has accelerated, representing 54% of devices sold this quarter and that growth along with continued migration to higher and belief plans has continued to drive postpaid ARPU of 5%. Also contributing to the 13% increase in operating cash flow were increases in inbound roaming, continued management of device subsidies and good cost control. Now moving to slide eight. Elevation in postpaid churn continues to be a challenge. We attribute this increase to the expanded distribution of the iPhone, as well as aggressive promotions by comparators, particularly for 4G devices and services. We expect this intense competitive environment to continue throughout the year. Growth in daily usage build on and off our networks is quite strong and we’re continuing to build capacity on our 3G and 4G networks to meet this demand. In addition, we’re managing off network usage in order to minimize the cost of outbound roaming. This continuing growth in data usage just underscores the urgency of rolling out of our 4G LTE network products and services as quickly…

Thank you, Mary and good morning, everyone. U.S. Cellular’s financial results for the quarter reflect positive growth in revenues and operating cash flow year-over-year, as we improved ARPU and managed cost. Customer results were mixed, as we improved retail gross additions, but as Mary said still challenged with retaining customers in the extremely competitive marketplace and a still somewhat sluggish economy. As shown on slide 12, first quarter retail gross additions were $273,000, up 7% from $256,000 in the prior year quarter. In the postpaid segment, there was a net loss of 38,000 customers, as the increase in retail gross additions was offset by an increase in churn. In the prepaid segment, we added 4,000 customers. So, in total, we lost 34,000 retail customers in the first quarter this year compared to a net loss of 31,000 last year. Postpaid churn shown on the next slide increased to 1.57% from 1.37% last year. As Mary commented earlier, we attribute this increase to the expanded distribution of the iPhone and aggressive promotions by our competitors, particularly for 4G devices and services. We continue to add customers to our Belief plants, 211,000 during the first quarter, as they recognize the value and exceptional service we provide. We currently have 3.3 million customers on our Belief plants and continuing to add and migrate customers to these plants is important to bringing churn back down. Slide 14 shows the trends in smartphone sales, penetration growth and postpaid ARPU. During the first quarter, we sold 415,000 smartphones, which represented 54% of the total devices sold. This compares to the first quarter of 2011 when we sold 337,000 smart phones or 42% of total units sold. Smartphones now represent 34% of our postpaid subscriber base, compared to 20% in the same period last. While the overall…

Thank you, Steve. Good morning, everyone. Before we begin to review our results for the first quarter as shown on slide 19, I’d like to identify several enhancements to our reporting. First, TDS has re-evaluated its reported business segment and our hosted and managed services business is now being reported separately as a segment. While HMS is still relatively small, we expect it to be an important contributor to our performance in the future and want to provide additional visibility. We’ve also changed how we are reporting our ILEC and CLEC revenues to better reflect the way we focus on our customers, and that is between residential and commercial customers. To this end, we’re reporting the number of voice, data and IP TV connections for both residential and commercial operations. TDS Telecom’s first quarter performance was highlighted by the growth in HMS revenues, primarily provided by our acquisition of OneNeck in June of last year. ILEC and CLEC connections continue to decline, but the rate of ILEC physical access line lots moderated slightly. We are generating continued strong growth in our commercial managed IP products and services, initial residential IP TV connections and Triple Play Bundles. Overall, however, operating income decreased due primarily to $5.2 million of discrete items that were included in the first quarter of 2011 as well as the decline in high margin wholesale revenues. Turning to slide 20, revenues for Telecom’s combined operations were up 3% from last year. ILEC revenues decreased 3% overall. Residential revenues were stable, as a result of increases in broadband revenues, offsetting voice line losses. Commercial revenues dipped 5% due to continuation of declines in traditional legacy revenues, partially offset as more businesses move to IP-based products and services. Wholesale revenues declined $3 million or 5% primary as a result of…

Thanks. Lewis, we’re ready for Q&A and ask Alan Ferber, our Chief Brand and Strategy Officer to join us for Q&A.

We will now be conducting a question-and-answer session. (Operator instructions) Our first question comes from the line of Simon Flannery with Morgan Stanley. Please proceed with your question. Simon Flannery – Morgan Stanley: Thank you very much. Good morning. Mary, on the churn. Can you just get a little bit more specific? Are we talking about primarily voluntary churn or is there any trend in bad debts or involuntary? And, is there – we’d seen actually churn reduced debt at some of the other carriers this quarter. So, just be interested in how you think this trends through the year? And then on the tiering, I know it’s very early days, but what do you expect the near-term impact on ARPU will be? Do you expect some people trading down to sort of lower tiers to diminish the impact? I know you expect good ARPU growth over time. But how should we think about the impact in the next couple of quarters? Thanks.

Simon, on the churn question, thank you. It’s really more about voluntary than involuntary. And I will just add that, we’ve seen some moderate improvement month-by-month since December on our voluntary churn. So, I see that as an encouraging sign, but it’s still elevated versus a year ago. And it’s clearly something in this competitive marketplace, in some ways, we’re not surprised about it and we’re very focused though on putting our best foot forward to both continue to drive the strong growth that we have had, as well as tactics around churn mitigation. So, we’re really focused on both of those and we’ll continue to watch and look to lower that. And on the ARPU and the pricing, I’ll just start this by saying maybe we are looking for any short-term change on ARPU and the price. And the pricing is going to be with us for a while and there is dynamics in there that are both about bringing in new customers in smartphones and entry-level plants as well as to bring people up the ARPU curve to those who are interested in getting more data and paying offs for that data. So those will balance out. Overtime, we see this as an opportunity to improve ARPU over time, won’t be in the short-term. Simon Flannery – Morgan Stanley: Thank you.

Our next question comes from the line of Ric Prentiss of Raymond James Financial. Please proceed with your question. Ric Prentiss – Raymond James: (Inaudible) question. Good morning.

Good morning, Ric. Ric Prentiss – Raymond James: A couple of questions. First, on the wireless side, on the roaming business. You mentioned where you expect modest year-over-year growth – that kind of – below double-digit, higher than double-digit, just trying to gauge in. And do you expect the seasonality to kind of playout where the summer months are heavier still?

Yeah. So, we would definitely expect to see normal seasonality during summer months as we always do. And I think for the full-year, we’d be talking on a year-over-year basis, really overall single-digit as opposed to the double-digit numbers that we didn’t think. Ric Prentiss – Raymond James: Okay. And then on the EBITDA line. Obviously a good EBITDA in the quarter. If you kind of annualize that, it would just higher – above the high-end of the range. And, Mary, some of the stuff you’re putting in place, the 22 month versus 18 month upgrade, no more phone replaces for new Belief, the tiered data pricing, some of that should actually probably help you. But, I’m just trying to think through what are your thoughts as far as EBITDA and maybe also throw in the percent upgrades in the quarter? Maybe that was down also.

Well, the percent upgrades in the quarter were about 10%, slightly under 10, 9.5. There’s a lot of moving parts as it relates to the revenues and cost of the business. And so while we continue to grow, expect to grow our gross adds, that obviously has an LOE cost to it as our data usage for everybody obviously in the industry is continuing to grow. That’s the pressure on cost and we’re taking several steps to mitigate that, but that will continue to increase. So, while we also – we see some opportunities to improve profitability along the lines of things you described like changing some of our policies, implementing new pricing, we think that range is still the right range in terms of expectations. Yeah, the other piece is that ETC revenue, we know is going to step down. And, that’s high margin revenue and that’s part of the plan. Ric Prentiss – Raymond James: Okay. Thank you.

Steve, is there – let me ask Steve if you would add anything else to that.

Well, I think in addition to the things that Mary mentioned, there is going to be a seasonality effect as well, Ric, as we enter into the heavy promotional fourth quarter period of time, you’ll see device pricing very aggressive in that period probably more so than you see in the first quarter of the year. And also, remember that we just launched the LTE network and we’ll be rolling that network out further over the course of the year and that certainly brings cost with it. So those would be a couple of things in addition to the growth they had and ETC revenue impacts as Mary mentioned. Ric Prentiss – Raymond James: And the ETC, was that expected to drop with the July 1, the affective day and it cost it like 20% or so?

Right. So, we stepdown begins at July 1, and it’s a 20% stepdown. So in effect, you have about a 10% stepdown for the full year. Ric Prentiss – Raymond James: Okay. Thanks, guys.

Our next question comes from the line of James Moorman with S&P Capital. Please proceed with your question. James Moorman – S&P Capital: Yeah. Thanks for taking the question. Two questions, first, in terms of the Wal-Mart agreement, lot of the other prepaid carriers have noted a lot of pressure at the low end, I guess, especially with the lifeline products and just have you kind of factor that end and you could kind of concerned about that with your new offering? And also on data, have you kind of thought about offering, already you guys were offering tablets and more smartphones, about offering a family of data device plans, where you use all your devices on one data package?

So, I’ll take the Wal-Mart, and ask Alan to talk about the data plan. On the Wal-Mart piece, we see it is really opportunity for us. Obviously, there’s growth in the prepaid market, there’s about a quarter of sales for that market happening in big box retailers, so for us they have distribution, they have products and services available there, represents see really, we think incremental revenue in profit for us over time.

Hi. This is Alan Ferber. On the family data plans, obviously that’s certainly something that we expect to hit the marketplace later on this summer. Some of the moves we made with our new data pricing allows us increase flexibility for our family plan customers, as well as kind of mix in match, family data to best meet their needs. In terms of us launching a more formal family data plan, it’s something we’re looking at, but we don’t have anything to actually announced this time. James Moorman – S&P Capital: Okay. Thanks.

Our next question comes from the line of Sergey Dluzhevskiy of Gabelli & Company. Please proceed with your question. Sergey Dluzhevskiy – Gabelli & Company: Good morning, guys. Two questions. One question on share repurchases, could you expand a little bit on your thinking on share repurchases going forward. Clearly, the management believes the stock is undervalued, but the company didn’t buy back any shares in the first quarter, and I was just wondering whether there were any legal reasons why you couldn’t buy back stock or the decision was primarily driven by market conditions and business reasons. So if you could just comment on stock buybacks going forward? And the second question, if you could talk a little bit about your spectrum position in non-operating markets as that cover about 45 million, maybe you can talk a little bit about average spectrum depths that you have across those markets and what are your plans for these markets and whether it makes sense to monetize some of those spectrum holdings, assuming you don’t plan to rollout services in some of those markets? Thanks.

Sure. Good morning. It’s Ken Meyers. So starting with the share repurchase, we have an active authorization for the board for both companies, which – it is something that we had been actively pursuing before we started working on the share consolidation project. It is something that we are committed to continuing on with. There are various times for a lot of different reasons that we kind of list out in the first releases why we may or may not be in the market at any point in time. It doesn’t change our long-term view of both the attracted share repurchases and our desire to execute. To the extent that we didn’t get it all done by the end of this year, I expect that we’re just going to get another one. So, when the time is right and appropriate, we’ll be in the market. There are times that are not right and appropriate, and that’s about as far as I’m going to go. Spectrum –

Just on the non-operating markets question, Sergey, I think our position has been Spectrum is obviously a valuable commodity – a valuable asset, I should say. And so for us, being in a position to have Spectrum that if we need to trade for other Spectrum in markets, don’t think we’re looking to monetize that Spectrum right now. It’s an asset for us. Sergey Dluzhevskiy – Gabelli & Company: Right. What is your average spectrum depths like, I know that they cover 45 million people, but what is the size of the license on average if you can disclose it?

We can circle back with you on that specific – Sergey Dluzhevskiy – Gabelli & Company: Okay.

– question. Okay.

Our next question comes from the line of Stephen Mead with Anchor Capital Advisors. Please proceed with your question. Stephen Mead – Anchor Capital Advisors: Good morning. Can you provide just some comparative metrics on a Belief – or the Belief customer versus total company averages in terms of ARPU or churn or just help out on that?

Sure. Hi, Stephen, this is Alan Ferber. I don’t have the specific numbers in front of me. But in general, the Belief Plan customers have both higher ARPU and lower churn. The ARPU is as roughly 30% higher, 40% higher than the non-Belief Plan customers. Stephen Mead – Anchor Capital Advisors: And then how many Belief Plan customers did you add in the quarter?

We added about 211,000 in the quarter we have about 3.3 million total. Stephen Mead – Anchor Capital Advisors: Okay. And then can you also in terms of the SG&A line that was flat year-over-year. And I was just wondering, how that trend in terms of year-over-year comparison on the selling side and is there that much of a cost in the second quarter associated with the Wal-Mart rollout?

Well, on a year-over-year basis, as I said in my prepare comments and as you mentioned, it is – the trend is flat year-over-year within. So you asked about selling and marketing, the year-to-year difference is a couple million dollars. There are some pluses and minuses in that number, for example year-over-year, our advertising in second – I’m sorry, in the 2012 period was down a little bit from the previous year, because first quarter last year was a heavy spend, as we were right in pickup still launching the Belief Plans. So that would be one factor. Also we had more, when you looked at the combination of new gross ads and renewals and upgrade transactions, higher numbers of transactions. So year-over-year commissions would have been a little higher to offset that advertising impact. So letting it out pretty flat year-over-year. Stephen Mead – Anchor Capital Advisors: Okay.

And I mean, as far as the trend going forward, I think when you look at the guidance, you can see where we’re forecasting for the year and we’ve mentioned the things that we think will impact the year-to-year comparisons, they are more about as we said acquisitions cost related to new ads, equipment pricing, system operations cost, selling and marketing will not be a big factor and the year-over-year comparisons as we move ahead into the second quarter. As far as Wal-Mart is concerned the implementation expenses associated with Wal-Mart, those are also reflected in the guidance that we’ve provided. Stephen Mead – Anchor Capital Advisors: Okay. Are there follow-on the big box potential the partners are – what we expect in that area.

Yeah, I would we’re always looking opportunities to expand our point of distribution. Stephen Mead – Anchor Capital Advisors: Okay. And then the (inaudible) sort of question in terms of the metrics on the telephone side or your sort of the Internet TV customers, would you do refer them to?

Yeah. This is Vicki. Our IPTV customers are being reported in total for our three markets that we have launched for residential connections in the ILEC, and so that is the number of customers and you can see that, that grew substantially in the quarter year-over-year to 4900. Stephen Mead – Anchor Capital Advisors: So the metrics, in terms of revenue and ARPU contribution from the different from that base?

So, it’s pretty early yet to start reporting that. As you know, we’re in the process of enabling a number of market rollouts. And those are metrics that will began to reported as we move forward. Stephen Mead – Anchor Capital Advisors: Okay.

(Operator Instructions). Our next question comes from a line of Michael Rollins with Citi. Please proceed with your question. Michael Rollins – Citi: Hi. Good morning. Just kind of curious, if you could give us an update on the data roaming front. It seems like, if you go back a few years, one of the things that, you guys were able to revolve with – the industry is getting competitive access to voice roaming. Where are we on a 3G or 4G database in terms of, you being able to have competitive assets to roaming and how important is that for your data offering going forward?

Well, Mike, I think I’d start by saying, as far as the 3G – in terms of 3G technology, we have roaming agreements in place with a couple of the major carriers, and we believe we’re well covered in that respect. Going forward, we think it would be, will be important to have 4G roaming agreements and we’re continuing to work with frankly all the – many of the carriers. So those that we currently work with, as well as other carriers where 4G would be unable by the move to the LTE technology. I’m sure you appreciate that moving to 4G carries with it both the business challenges of getting agreements in place, but also technical challenges, given the different bands of spectrum that it involves. So that’s something that we’re actively working. We don’t have anything to report today in terms of consummated agreements, but it’s important to the business and we’ll certainly continue to pursue it. Michael Rollins – Citi: What proportion of your roaming today is coming from data or maybe put another way, is the growth in roaming largely coming from data as opposed to voice at this – ?

Yes. The growth in roaming is coming largely from data. Michael Rollins – Citi: Great. Thanks very much.

Our next question comes from the line of Ric Prentiss with Raymond James financial. Please proceed with your question. Ric Prentiss – Raymond James: Thanks. I’m prepared to jump in for a follow-up. Wanted to ask two if I could. One on the TDS side, up sequentially with U.S. Cellular, TDS EBITDA was $61 million in the quarter, your guidance for the year stays at 245 to 275 obviously, if you just try to annualize it, you’re heading towards the low end of that guidance. What are you seeing as far as the trends in the quarters that give you comfort it can be in the guidance as the guidance at risk, just kind of thinking through the seasonality on the TDS side.

Sure. This is Vicki. Good morning. As you look at – yes, the quarter was down. One of the things, our margin and our operating cash flow continues to reflect our downward pressure on our – from our higher margin legacy revenues, voice revenues and the regulatory revenues. The replacement of those revenues really are on a lower margin basis. Having said that, as the – as we look at the outlook with the restructured mechanism that won’t go in place until July 1, we have lost safety net revenues in the first quarter and that will continue in the second quarter as well as there are changes with originating interstate rate, voice traffic that is moved down to interstate rates for the first six months, that will move back up to interstate rates on July 1. So, there’s a lot of things with this order that we have a lot of puts and takes. The restructure mechanism starts to kick in July 1 and then we’ll start to get a pickup in the latter half of the year. Ric Prentiss – Raymond James: Okay. And then, for Mary, several of the regional carriers introduced the iPhone Alaska and Telos, a couple of other guys, what are your current thoughts on the iPhone, given the competitive environment out there?

Right. Well. I’d say a couple of things. We’re very excited with the lineup of devices that we have, we’ve got absolutely terrific devices now and coming as well as several of – and mentioned LTE devices through the year. So we believe that we’re very comparative on that front. Having said that there is obviously a market for the iPhone and if in the future terms were right for us, which certainly entertain that. But our philosophy right now is to play our off and user tools in our tool kit and continue to drive our business forward. Ric Prentiss – Raymond James: Great. Thanks.

There are no further questions at this time. I’d like to hand the floor back over to Jane McCahon for closing comments.

I’d like to thank everyone for joining us this morning and look forward to seeing many of you in New Orleans next week. Thank you.

This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.