Greetings, and welcome to the TDS and U.S. Cellular Third 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. I would now like to turn the conference over to your host, Mr. Jane McCahon, Vice President of Corporate Communications. Thank you, McCahon, you may now begin your presentation.

Thank you, Rob and good morning everyone. Thanks for joining us. I wanted 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 in offering prepared comments from TDS are Doug Shuma, Senior Vice President and Corporate Controller; from U.S. Cellular, Ken Meyers, President and CEO; Steve Campbell, Executive VP and CFO; and from TDS Telecom, Vicki Villacrez, Vice President, Finance and CFO. 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 and EBIT to EBITDA reconciliations. The information set forth in the presentation and discussed during this call contains statements about future expected results 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 filings. Shortly after we released our earnings and before the call, TDS and U.S. Cellular filed SEC forms 8-K, including today’s press releases and their SEC Form 10-Q. Taking a quick look at upcoming conferences; TDS will be presenting at the Wells Fargo Conference on November 12 in New York and the Citi Conference on January 6th in Las Vegas. Please let us know if you’d any like information about these events. And keep in mind that we have 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. Before we turn the call over to Ken Myers, Doug Shuma will review through third quarter accomplishments at the enterprise level. Doug?

Thanks Jane. Turning to slide four, we continued to execute on our capital allocation strategy and a review of our portfolio to improve performance. In the quarter we returned value to our shareholders in the form of $10.7 million in TDS share repurchases and another $14.5 million in dividends. U.S. Cellular repurchased $6.5 million of its shares. U.S. Cellular continues to look for opportunities to monetize its non-strategic assets and the company entered into spectrum exchanges with our carriers in the quarter. U.S. Cellular is transferring 148 million megahertz/pops of non-operating market licenses and receiving 46 million megahertz/pops of operating market licenses in addition to receiving a $145 million in cash. We expect these transactions to close in 2015. As to the sale of the non-core towers the process is moving forward with substantial interest. I hope we can finalize a deal by year end but given the interest we’re seeing it may take longer. There are a couple of unusual accounting items in the quarter. Due to a decline in forecasted revenue and earnings of TDS Telecom’s HMS reporting units compared to prior forecast, TDS determined an interim impairment test of HMS goodwill was required. As a result of this impairment test the company recorded an $84 million non-cash goodwill impairment charge. We also recorded $30 million of tax expense at TDS related to the net impact for adjusting valuation allowances on deferred tax assets. I also wanted to update you regarding our evaluation of using a REIT structure for our wireline network assets. After weighing that we will have a modest benefit versus the operating and regulatory complexities we will not actually proceed with this structure at this time. And now I will turn the call over to Ken Meyers. Ken?

Good morning. I'm very excited to talk about the progress we’re making on our top two strategic priorities at U.S. Cellular, namely growing our customer base and driving revenue growth. As we discussed and as shown on slide six, driving subscriber growth is our number one priority. This is a function of both increasing gross ads and managing downturn and we are having success at both. We have now recorded four consecutive months of postpaid subscriber growth and we believe this a critical turning point. The investments we have made including improving our network quality with deployment of 4G LTE, adding the iPhone and other iconic devices such as the new Samsung Note 4 to our portfolio and upgrading our system capabilities to enhance our ability to offer new products and services are all beginning to generate the expected benefits. We are attracting an increasing level of new and returning customers to U.S. Cellular. Postpaid gross additions for the third quarter increased 52% over last year and 32% sequentially. While the comparison to last year is made easier by our billing system conversion which began last year, the 32% quarter-over-quarter increase is a real reflection of both our improved competitive position in the marketplace as well as our improved execution across the organization. Recently almost one out of every four gross additions is a previous customer. Let me take a few minutes to talk about some of the factors that are helping us to win over and in many cases win back customers to U.S. Cellular. A significant factor in our year-over-year improvement in activations was due to the addition of the iPhone to our device line up which was new to us in last year’s fourth quarter, well after the other carriers had launched. This year we launched the…

Good morning. I’ll begin with a few comments on customer results shown on slide eight. Postpaid gross additions for the third quarter of 2014 were 261,000, an increase of 52% from 165,000 a year ago. As Ken said last year's results were impacted to some degree by the issues associated with the billing system conversion. When looked at in relation to the second quarter of this year, postpaid gross additions were up 32% sequentially. The mix of the gross additions were 67% smartphones, 12% feature phones and 21% connected devices, primarily tablets. Postpaid churn for the quarter was 1.6%, down from 1.7% last year resulting in postpaid net of additions of 52,000 for the quarter a dramatic improvement from net loss of $60,000 customers a year ago. In the prepaid segment there was a net loss of 2,000 customers compared to a net loss of 11,000 last year. The improvement resulted primarily from lower churn. The retail customers in total ramped, there were net additions of 50,000 this year compared to a net loss of 71,000 last year. I want to say a few more words about postpaid churn. The chart on slide 9, shows postpaid churn for the period beginning in January of 2013 and continuing through the end of the third quarter of this year. As you can see churn peaked at about 2.4% in February and has continued on a downward trend to 1.52% in September. This improvement is due to some of the same factors that are driving the growth in gross additions as well as the efforts of our associates to rebuild the U.S. cellular reputation for exceptional customer service. The net result of these improvements was return to positive postpaid net additions for the past four months. Slide 10, shows the historical trends in…

Okay. Thank you, Steve. Good morning everyone. Starting on slide 17, TDS Telecom will continue to execute on our strategic priorities to drive growth in areas that will enable us to be successful and improve our returns. First, our wireline segment had another solid quarter. Our IPTV deployment continued to track above our expectations, due primarily to our ability to accelerate early sales to the fiber bill marketing campaigns as well as stronger take rate in our fiber market. We are very pleased with the uptake of IPTV and progressing with our plans to roll out new markets this year. We service TDS TV in approximately 13 markets serving 120,000 service addresses and expect to launch five additional markets before the end of this year, bringing our total service addresses to a 135,000 or roughly 19% of our total footprints. We have completed the build out of the majority of our broadband in U.S. market and continue to see strong broadband growth from these markets. Cost reductions had a meaningful impact in our overall possibility driving a 10% increase in adjusted income before income taxes which was essentially operating cash flow for TDS Telecom. This is the sixth consecutive quarter the wireline business has increased its EBIT year-over-year as the entire organization continues to stay focused on cost improvement activity. In our cable operations we close on BendBroadband on September 3rd and the integration is proceeding smoothly. This market comprises of 72,000 homes and has achieved high penetration of video, data and voice within this market. BendBroadband bring the experience and challenge of building an outstanding cable operation that will help us as we expand our cable business. Going forward all cable financials are reported in aggregate. However, we report penetration levels for the combined cable operation and then for…

Thank you and Rob we're glad to take questions right now.

Thank you, we'll now be conducting the question-and-answer session. (Operator Instructions). Thank you. Our first question is from the line of Phil Cusick of JPMorgan. Please go ahead with your question.

Hi, good morning. This is [Angel] for Phil. First, congrats for a good quarter. A couple of questions on [U.S. Cellular] if I may. And the first question is on gross adds, do you think you're back to a normal gross add share and how is that rebound affected your share. And then I'll ask my second question later.

Okay this is Ken thanks for the questions. Yeah, I think that we are getting back to more normalized levels of gross ads. I’m optimistic that there is more there yet but I'm happy at the levels that we're at right now. JL been sitting here listening to my comments about more. But that's just light, right. Sprint is not a main actor in our markets, they are significant in some of our markets, but overall our footprint out of total footprint they aren't the main driver to our competitive activity.

Okay, that's helpful. How about -- how should we think about margin. Can you help give us some idea of whether this would be more normal margin or what will be the margin like in 2015 and long-term?

So we aren't talking about 2015 guidance at this point. As we've said in the past turning around subscriber -- the subscriber base that is starting to grow it our job one we're starting to see that margin improvement will be driven as we start to grow revenue going forward now.

But then do you think we can expect 2015 to get back toward a normal year?

So we are -- we aren't really let me talking about 2015 at this point in time.

Okay, I understood. Thank you.

Our next question comes from the line of Sergey Dluzhevskiy with Gabelli. Please go ahead with your question.

Good morning guys. Thank you for taking my questions. The first one is for Ken on the wireless side. Obviously you started selling iPhone 6 and 6 Plus in September. Maybe if you could share with us as far as how the device is tracking versus your expectations and maybe if you could comment on some of the supply constraints issues, how you are dealing with them and at what point of things they're going to be resolved?

Yeah. Hi, Sergey, it’s Ken. We are quite happy with the launch of the iPhone 6 and the 6 Plus and meeting our expectations and relative to the supply constraints out there we're seeing what everyone else is seeing actually. And it's really along the lines of the larger gigabyte devices is where the constrain is, the 54 and 128 et cetera. We aren't really constrained in the lower ones and we're moving those through and obviously we are working very closely with Apple to get our position filled as fast as they can produce but we're not seeing really from the constrain point anything different than any of the other major carriers.

Okay. And a couple of questions on wireline side, more specifically on cable. So obviously you closed BendBroadband in September. What was the contribution for BendBroadband in the quarter and also if you could share your initial impression of the acquired properties maybe how is it compared to Baja, are seeing some different dynamics in place obviously but what are your thoughts on the BendBroadband and have you started operating the company?

Okay, so first let me share with you again we're not going to be reporting our properties separately. Cable is going to be reported in the aggregate but let me just say BendBroadband brings to us some really nice attractive market. As I said they have high penetration they have enjoyed high penetration across voice video and data relative to the Baja market which are investment thesis was in those markets was well below -- the penetration was well below the national rates. So we were really looking to increase our penetration rates in Baja. We will be reporting on those separately so you can see their progress and Bend again those markets are very attractive and we are projecting stronger household growth than the national average and expect to get a good share of that flow share. What we are seeing in Bend again is I shared the Baja growth rates what we've seen just over the last year they've been trending, they have 7% growth in their voice product, 4% growth in their data and a much lower declines than we are seeing in Baja on the video.

Okay. And also a broader question, I guess on cable acquisition. So far you are done two deals about $260 million, $270 million in size $70 million to $80 million in revenues. As you look at future acquisition opportunities are you looking at companies of about the same size maybe also a little bit bigger, little bit smaller or do you see yourself doing a meaningfully, a larger cable deal, maybe twice the size or three times the size of Baja or Bend, and also just in general what are your main criteria for cable acquisitions because obviously Baja and Bend were both attractive, just I want to find as far as why they are attractive to you guys?

Yeah. So the opportunities are opportunistic, we're looking at all opportunities that are out there but I can't comment or quite frankly can't control the pipeline with I think we've been consistent in saying we're looking to grow cable in a meaningful way and would love to find properties that are similar to what was acquired so far and that is properties that have strong household growth projection and have the opportunity to grow and improve data and voice services. Looking for -- certainly we would love to see the upgraded networks but that doesn't necessarily mean that it has to be upgraded. We got to make the economic work and I think that I had shared with you in the past we do long term growth projections and DCF models to make sense of the returns.

Okay. Thank you.

(Operator Instructions). Your next question is from the line of Simon Flannery with Morgan Stanley. Please go ahead with your question.

Hi. This is Daniel [Judias] for Simon. On the postpaid subscriber growth front you highlighted some solid postpaid churn improvements in September. Can you provide some color on what you are seeing in October? And then separately, can you provide some additional color on voluntary and involuntary churn trends especially since how they are tracking post the billing conversion and the recent heightened level of competitive activity? Thank you.

So I’ll let Steve talk about the differences that we’re seeing in voluntary and involuntary and we gave you the September data point just to show how net-net we’ve seen the evidence that the quarter improved. We continued to improve throughout the quarter. We aren't going to get into talking about October and November results until we get through the end of the quarter but we're happy with the trends that we've seen throughout the third quarter.

And as to voluntary and involuntary we've seen declines in both over the course of this year. For the first quarter our total churn was 2.3. It's now down to about 1.6 and in terms of the basis point improvement we have seen reductions in both voluntary and involuntary [inaudible].

Thank you.

Thank you. Our next question is from the line of Alan [inaudible] with Raymond James. Please go ahead with your question.

Hey, guys. Thanks for taking my question. Definitely correct that the whole EIP plan is not making modeling any easier but with the 38% of postpaid sales now is that like a normal level that we should expect moving forward, do you guys see that kind of taking up or not or how should we think about that moving forward.

So great question Alan, one that I can't give you a lot of information on. They're very popular with consumers and what we've actually seen is over the last couple of week’s kind of hanging the 40 to 45% range, kind of stabilizing there. That's - whether it changes dramatically over the next few months or not we're just going to watch. This is a case of making sure that we can give consumers the products that they want and they get to choose.

All right. Thank you. And then just one last follow-up I think kind of looking at the market overall. I think we've seen Verizon get a little bit more aggressive in terms of pricing and responding to some of the offers how do you guys see, some of the competitive dynamics obviously I know Sprint clearly doesn't really compete with you guys in many of your markets but how do you guys kind of see your competitive positioning and your competitors reacting in the fourth quarter moving forward.

Well I think we are positioned well right now competitively. Our biggest competitors are the two biggest guys in industry, that's who we have to watch. I think lot of the moves have been made recently have been controlled moves to try to make sure that we are able to monetize all the explosive data growth this industry has seen, that's where we've -- that's what the future is all predicated on, so I think we're doing fine. What we see in the fourth quarter is always aggressive and interesting and we just have to wait and see how the quarter plays out.

Got it. Thank you guys.

Thank you. At this time I will turn the floor back to management for closing comments.

I would like to thank everybody for joining us today and please get back to us if you have any additional questions. Happy Halloween.