Greetings and welcome to the TDS and U.S. Cellular First Quarter Operating Results Conference Call. At this time, all participants are in a listen-only mode. A 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. Thank you. Please go ahead.

Thank you, Donna, and good morning and thank you for joining us. I want to make you all aware of the presentation we've prepared to accompany our comments this morning, which you will find on the Investor Relations sections of the TDS and U.S. Cellular websites. With me today and offering prepared comments are from U.S. Cellular, Ken Meyers, President and Chief Executive Officer; Steve Campbell, Executive Vice President and Chief Financial Officer; and from TDS Telecom, Vicki Villacrez, newly promoted I must say, to Senior Vice President of 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 to highlight the contributions of our wireless partnerships, for TDS Telecom, these are basically the same numbers The information set forth in the presentation and discussed during this call, contains 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 included 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 release and filed our SEC Forms 10-Q. We also filed an 8-K reflecting the change we discussed on our last call of reclassifying imputed interest on EIP contract from the below the line in interest and dividend income to above the line in other service revenues. This 8-K voluntarily recast all of the financial statements and other financial information included in our 2016 10-K. All amounts changes in percentages that we refer to in this call and in the presentation reflect the recast amounts for prior periods. Taking a quick look at our upcoming IR on schedule on slide three, we'll be presenting the Baird Conference on June 7th and the Citi Conference on June 8th both in New York. Our annual meetings are the week of May 22nd in Chicago and it will be webcast for your convenience. Please let us know if you'd like information about any of these events. And keep in mind that TDS has an open door policy. So, if you are in Chicago or the area we would like to and would like to meet with members of management. The Investor Relations team will try to accommodate you calendar's permitting. And now I’d like to turn the call over to Ken Meyers. Ken?

Good morning. And thank you for your time today. I appreciate this opportunity to talk about the first quarter. In retrospect, it was a very interesting quarter for us between the ongoing competitive actions in the marketplace, the ramping up of our VoLTE network in Iowa and the winding down of the auction there was a lot going on. Our market activity started out pretty slow. People mentioned the delayed tax effect and they've been part of it. We were all impacted by the early moves around unlimber. As I've said in the past, I'm not a fan on unlimited, not in an industry where additional demand requires more capital. So, we did not immediately react to the early unlimited plans and that impacted traffic and gross adds. However, we have also said that we are price takers given our position in the industry. So, when Verizon moved to offer unlimited plans, we moved also. I'm very proud of this organization. We were in the market place 11 days after that announcement. On February 24th, we launched our total plans that include unlimited offerings and they’ve been very well received. We immediately saw a pick in activity with notably different sales results in March in January and February. At quarter end about 11% of our postpaid lines run these new plans as a result of both migrations and sales. We say that again in just five weeks 11% of new and existing postpaid lines moved to these new plans. The fact that we rolled these plans out with just five weeks left in the quarter, also means that except for the change in gross adds they had pretty minor impact on the financials. And the information that we have on these plans and the behaviours is also pretty limited. Well,…

Thank you, Ken. Good morning everyone. I'll start today by commenting on connection activity shown on slide seven of the presentation. Overall, we had a net loss of 31,000 retail connections in the first quarter of 2017 and ended the quarter with just over 4.9 million retail connections, about 2% higher than a year ago. In the prepaid segment, which as -- is a small part of our customer base. We had a net loss of 4,000 connections. In the postpaid segment, we had a net loss of 27,000 connections including 28,000 handsets as we didn't attract the number of new customers that we would have liked. This was due to a combination of factors that made an already competitive market even more so, factors such as lower customer switching activity, aggressive promotional activity and the reintroduction of unlimited plans. In response to the intensified market competition and the need to protect our base of postpaid customers, we launched our new total plans which include unlimited offerings in late February. As Ken said in his comments both new and existing customers responded favorably to the new plans as we saw in an improvement in our activity following the launch. For the first part of the quarter, leading up to the launch of the total plans, we have lost 35,000 postpaid connections. However, in the remaining weeks of the quarter, we added 8,000 net postpaid connections and we saw that change in momentum carry into April. As I mentioned, we lost 28,000 handset connections during the first quarter, including 9,000 smartphones. However, we continue to have customers upgrading from feature-phones and including those upgrades total smartphone connections increased by 20,000. Postpaid churn was at 1.29% this quarter, pretty flat compared to 1.28% a year ago. Handset churn was even lower as…

Okay. Thank you, Steve, and good morning everyone. I'll first speak to slide 15 and 16. Our overall results for the first quarter was strong and total revenues increased 6% and adjusted EBITDA increased 13%, both with contributions from all three segments. This reflects the work we have done to execute on our strategic priority. Capital spending in the quarter was down, resulting in an improved free cash flow compared to prior year. However, we do expect our capital spending to increase throughout the year to support our A-CAM build out. Now, let's turn to our segments beginning with wireline on slide 17. We continue to leverage our fiber and copper bonding deployments to drive penetration of higher broadband speeds and IPTV in certain ILEC markets. Approximately 19% of our 56,000 total network route miles are fiber builds as a direct result of our fiber deployment strategy over the last several years. A-CAM along with the state broadband program will enable us to drive fiber even deeper into our network and we will continue to evaluate future opportunities to bring fiber to more service addresses. These network investments are driving positive results as shown in the metrics on the bottom of the slide. IPTV connections grew 18%, adding 6,900 subscribers compared to the prior year. We're offering a variety of speeds up to 1 gig service in all IPTV market. Residential customers continue to choose the higher speeds in our ILEC markets as approximately 20% of our customers are now taking 15 megabit services or greater. This, along with price increases, contributed to a 4% increase in average revenue per connection in the quarter. In addition, churn continues to remain very low. Now, looking at the financial results on slide 18. Residential revenues increased 4%, growth in IPTV and price…

Thanks, Vicki. And now we're ready for questions.

Thank you. The floor is now open for questions. [Operator Instructions] Our first question is coming from Simon Flannery of Morgan Stanley. Please go ahead.

Great. Thank you very much. Good morning. On the 600 megahertz spectrum, can you give us some early thoughts on what you're planning to do with that? When is the spectrum in your footprint likely to be cleared? And do you have any build out plans at this point or you're just going to wait and see what happens with 5G, et cetera? And then secondly on the unlimited plans, how would you expect that to play into roaming, both Verizon customers having more traffic in your territory perhaps, but also your customers have a more roaming out of footprint, any early thoughts on that? Thank you.

Good morning Simon. Thanks for the question.

Good morning.

Starting with the spectrum question, our current plans are to use the 600, primarily to meet future growth in data requirements. We are thinking about it as 5G spectrum at this point in time. In fact, we think about our market 5G is something that is a good number of years off in terms of where we think it plays out right now. So, therefore -- well we've got eventually deal with buildout requirements, it's not really clear to me exactly when we're going to get the spectrum, but we're going to use it to continue meeting our data demand. So, no impact in this year's build out probably unlikely to have much of an impact even in the next year is our current [Indiscernible].

Okay. Thank you.

Okay. On the roaming side, interesting question. I can't begin to get estimate the industry level impact in terms of how that may drive roaming to us. We are actually rolling VoLTE out in Iowa now. Part of our whole VoLTE rollout schedule is based upon meeting the needs of other carriers and positioning ourselves to handle some of that traffic. But I don't think technology-wise, we'll see much VoLTE roaming before the end of the year. That's just what it takes to get two different operator systems to interact. I'm encouraged and excited about it long-term, but I don't think it does much this year.

Okay. And just in terms of -- how you overall think of -- it would it be fair to think that the traffic -- might net off the traffic coming into your territory versus the traffic from your customers out of territory?

Well, actually I'm expecting that, in fact one of the justifications of VoLTE, right, was that we would be able to serve more carriers than we can serve now because historically, we only serve CDMA-base carriers. When we were in VoLTE, we'll be able to serve the people that used other technologies for voice and have roaming agreements with both of them in place already. And so we've always thought about VoLTE being able to in effect double the addressable market we have for roaming revenue. And with unlimited clearly a bigger chance in terms that volume growing. What we've seen historically -- and I see historically because, again, we're dealing with very, very limited information. But what we've seen is we've gone from one technology to another, our technologies, as an example, 3G to 4G where customers have a better data experience. We see them using more data and the amount that they use on-net or off-net, in terms of the percentage of their total usage hasn't changed dramatically. So, when they used 600 minutes of voice, about 5% of those minutes of use were off of our network. When they use 2 gig of data, about five percentage of points of that usage is off of our networks. So, they don't change their travel plans. They don't change their travel behavior, but they are just consuming more whatever they're at. We haven't seen anything that really changes that. So, clearly as you have people using more, if you 2 gig goes to 4 gig, okay and that relationship is maintained that 5%, you'll have more off-net roaming usage. But as Steve pointed out, we have positioned these 4G agreements at a much lower price point, making it a much more affordable, but two, also to make it attractive other carriers to use our network as opposed to build out. Long answer but complicated formula going on there.

Thanks a lot.

Thank you. Our next question is coming from Ric Prentiss of Raymond James. Please go ahead.

Thanks. Good morning, guys.

Hi Ric.

Hi Ric.

Hey. I know it's early, Ken, as you point out on the unlimited plan, but you knew the questions were coming. You mentioned 11% of based on to the total plans in just five weeks, obviously impressive large start. Can you update us far as where we're at and as far as April? And then I think it was also mentioned that in the quarter minus 35,000 postpaid up until the launch, but then positive 8,000 post the launch. How did gross adds trend as well? And what's kind of implied in your guidance then a return to the higher gross add levels that you saw in the second half? Just trying to get a little color on those items.

Okay. So, let's start with -- yes, it was gross that changed because in fact if you look at the quarter you'll see handset churn 1.08% I mean it's very from quarter there. Gross adds, store traffic, is what changed with that. And I think what that really shows is that aggressive pricing and vision get customers to move, the question is we're trying to maintain the economics of this business and let's not promote everything away. We are trying to manage this for the long-term. In terms of what I expect is I expect we're going to continue to see a competitive marketplace over the next eight months of this year. I expect that we will continue to be competitive as long as it's economic. And as a result our plan for the year has always been to reduce cost and drive growth. We got little cost and not as much growth in the first quarter. We're still looking for the same growth we expect to going forward.

Okay. And as far as the percent of base in April, did it continue that kind of rapid pace?

Let's just stay with the first quarter right now. But I think what's fair to say is, there's an attractiveness to unlimited that consumers like.

There the area and I think you guys made the point that unlimited probably didn't impact ARPU much, but ARPU was up sequentially on postpaid phone side and yet you still have a long way to go on EIP. How should we think about trends on our ARPU going forward then?

That's the one that goes right to that question on the portfolio with unlimited. I mean what you see have sequentially is the growth in the fourth quarter has got a heavy promotional spend toward their promotional spend to that -- promotional spend and tax revenue recognition. So, you get a little bit less of that -- I'll call negative impact in the first quarter. I'm pretty happy with what we're seeing on the ARPU side so far. But again, we're just too early -- I'm not going to draw conclusions off that, I need a quarter before I'll make more comments on ARPU?

Okay. One final one for me. FirstNet, now been awarded, project moving forward you guys have over 4,000 towers. Any thoughts on how valuable or attractive your assets might be to FirstNet and for AT&T to climb up and put stuff on them?

We're looking forward to the opportunities that FirstNet will have whether that be just the towers or even more. We've got a strong, strong network position in a lot of markets where AT&T is not rolled out yet and I'm hoping to leverage those assets.

Stay tune. Great. Thanks guys.

Thanks Ric.

Thank you. Our next question is coming from Sergey Dluzhevskiy of Gabelli & Company. Please go ahead.

Good morning, guys.

Good morning, Sergey.

A couple questions. First one in relation to the Broadcasting Center function. Ken if you could share your thoughts about the final results of the auction? And obviously your performance in auction but also the final outcome for the industry and many of your larger markets I think you've bought two blocks of spectrum, but in some markets like Oklahoma City or Dallas you didn't require any and T-Mobile bought 30 or 40 megahertz spectrum in the your top 10 markets I think Dish this also bought 10 to 20 megahertz. So, do you see this as concern over medium term particular from T-Mobile over build?

Thanks for the question, Sergey. So, first of all, I'm pleased with what we were able to acquire and the prices we were able to acquire from that. In every auction we go to, we have certain target prices that we're willing to spend by market and certainly we are. And as we crossed those thresholds, we stop spending. So, where we bought, I'm very comfortable with. I understand that there's going to be a time in the future when the competitive picture in some of our markets changes, but everything that we have seen with our customers for years is they make their decisions based upon quality of network coverage and price. And we have built our network out over many, many years to get into the quality level that it is. And we will be prepared by the time we get new entrants in our markets. Same time those new entrants also give us the opportunity to expand our roaming business. And we have positioned ourselves with roaming agreements with us to capture that opportunity too. So, I think it's a ways off yet, but we're just sitting back and waiting for it.

Right. And another spectrum-related question, you still own some non-core or non-operating spectrum. I think you still have some 700 megahertz a block licenses in St. Louis, in North Carolina, is it goal to monetize it over the medium term or to trade this larger carriers, is it a timetable now that auction is over?

Going into the auctions, Sergey, I think the non-strategic holdings had pretty much minimized. I'm going to follow on the St. Louis. I think we had monetized all of that in the past. There isn't really -- there wasn't lot there going in now. So, there's a few places where as we get VoLTE, we'll be to edge off of our current footprint that we purposely held up. I don't think there's a lot there.

Okay. And last question on 5G. [Indiscernible] in your answer to previous question, but could you share your thoughts as far as where you stand right now in terms of trials and technology roadmap? Are you contemplating fixed wireless solutions? And I guess what is your best 5G spectrum? What are your expectations for additional availability of millimeter-wave spectrum from FCC in in the future auctions?

Wow. I've got Mike Irizarry in the room, who is our CTO. I'm going to start because he's able to correct me, cleaning up what I'm done all right. First of all, we're winning fixed wireless test right now using 4G. And don't believe in the role areas that we serve, we need to wait for 5G to meet some of those customer needs. What we're trying to figure out is distribution of how that's going to working, installations and things like that. But we think that we've got enough spectrum to deliver on that need now. What happens with future millimeter-wave auctions from the FCC is something still in the future. We'll be watching it, but little bit about how we the 600, what we're building -- another test you've already running.

Yes, thanks Ken. Good morning, Sergey. So, just as a reminder, last year, we did two 5G trials, one in the 28 gigahertz band, one in the 15 gigahertz band. And it was really focused on fixed type connections. And we're very pleased with the results. We really focused on trying to understand penetration, range as well as some of the advanced informing technologies. We'll more than likely run two additional trials this year, because the vendors have made enhancements to those early prototypes, so we'll be looking at that. I think it's too early to really say what spectrum bands will be focused on what used cases until the standards are done. And the first set of important standards is not expected to be completed until the end of this year. So, I think we'll have greater clarity by the end of this year, what components of 5G will go into low band versus millimeter-wave. And then actually, how much will be able to in industry to leverage 4G because important to realize there is a lot of new and enhanced features that are almost 5G-like that we might be able to use within the 4G technology. So, more to come.

Thank you.

[Operator Instructions] Our next question is coming from Phil Cusick with J.P. Morgan. Please go ahead.

Hey guys, thanks.

Good morning Phil.

Good morning. Ken you talk a little bit about gross adds improving with unlimited? But grows adds mix are continues to come down over the last few years. And I wonder what you plan to do or the things that you think sort of go out and really put some emphasis on differentiated little bit or is it really just increase focus on getting churned out and maintain the base that you have?

Well, first of all, protecting the base has been a core strategy for many, many, many years. You spend a lot of money building that base, they understand your network, your company, you never want to lose that. So, that's always been part of what we focused on. Having said that, we continue to see new wins and good growth coming out of our B2B channel, which really think of as a kind of tip of the spear, in terms of trying to deepen our penetration in certain of our markets. I'm really waiting to see how this fixed wireless works out. And we keep going in and out of prepaid based upon kind of market cycles and opportunities that are there, especially with some of the distribution changes that we've seen recently. So, yes, I'm looking for more than just protecting the base and that's why the pickup in gross adds is important.

Okay. And you mentioned prepaid, but those tablet promotions that you ran couple of years ago, you mentioned the coming off and that's the same we're hearing from a lot of careers. Can you remind us what quarter were those offered and how long do you expect this tablet roll-off to continue?

Well, I don't know exactly when we rolled out the first one. I think what we have all see is that the consumer just doesn't use the tablet that much on network, okay? They're using Wi-Fi; they're using a lot there, so it's much about how much value they get out of home usage so to speak. Now, what is interesting is how the unlimited plans could change that behavior, so it's something yet to watch him. But I think we probably start this gap at the end of 2014 is when started down this path. And a good number of customers are keeping them and the two years -- but you're just seeing the [Indiscernible] most of our focuses on higher end tablets, typically business accounts where they are using it to change how they do business. You're going to see this bleed off in these lower revenue tablets for a couple of quarters.

A couple of more quarters, that sounds fair. And then the systems in G&A, cost coming down that's great to see, can those continue to come down on a dollar basis going forward, is there real cost-cutting effort there or little bit of blip here?

There was a real cost-cutting effort across the whole organization and we have got more cost saving targets built into our internal goals and targets for the year.

Okay. One for Vicki, what is your M&A pipeline look like in cable or anything else? It's been a couple of years since you bought anything and looks like things are starting to go that way here. Is there still an effort to buy assets and what is the overall sort of choice look like?

Sure. First off let me say, we're very pleased with the quarter, especially in cable both the pickup in the revenue growth and improvement in the EBITDA. And customers are really responding, I think to overall improved with video experience as well as our superior broadband product. And so with that said, you bet, we are actively looking at cable opportunities. We've seen some deals that are various sizes at this point, but nothing that has really met our criteria at this point.

Okay. And last one, I guess for Ken since Ted is not on, I feel like we have to ask the question. There was an article a few weeks about Ted considering selling U.S. Cellular and then backing off from that. Has there been discussions at the Board level, or has there been any change among the thinking that the Board or family level about monetizing the U.S. Cellular asset in some way or form? Thanks.

So, Phil, Ted is not here, but Doug is here. I'm not familiar with the article that you're referencing. I don't know where that would've come from. As far as questions at the Board, I think there is a controlling shareholder filing out there and if anything change, you will see it here.

Thanks Doug. Have a nice day.

Thank you. Our next question is coming from Michael Rollins from Citi. Please go ahead.

Hi, good morning. I was wondering if you can talk a little bit more about the cost side of the business and future aspects, number one, are there any step function opportunities to take cost out of the business as you look at over the next couple of years? Number two, your cost per cell site started declined recently, I'm wondering is that's just temporary or there's something more significant that you're doing to drive savings? And then the final point or question would be if you look at your subscriber base, you mentioned that the proportion have taken an interest in unlimited, you have newer rate plans that are simpler for customers, is there a way to discern how far along your base is on simplified rate plans where we can get a sense of how close you are to improving the efficiency of customer care just as a benchmark to think about? Thank you.

Okay, Mike. I'm going to start backwards with you. Customer care -- customer service is something that has greatly increased its efficiency and effectiveness over the last two years in fact. If I look back, I know last year's customer service costs 2016 were below 2015. And we continue first quarter this year with the same start. We have really done a really good job of both reducing the length of calls as well number of calls by putting in different technologies to make our team more efficient -- probably one of the big wins in last year's cost was around customer service. And having said that it was a big win, it's not an area that stopped, but it's one that already really produce some sizable improvements. System ops, you got couple of things going on there. One, that's where you're going to see net impact of the roaming cost we talked about coming down, so you got that in there. As we continue to move more and more of our traffic onto 4G, there is backhaul costs and things like that that we're seeing that with 3G that we keep redeploying. And that whole organization continues to look at how they deliver the services. They deliver looking for new tools that help them become more effective. I think we'll see more of that on one hand as move to VoLTE. On the other side, with VoLTE, you could have cell site lease amendment on that, one-third of the cell site that we don't know. But on the two-thirds of the cell sites that we do own, there won't be any cost increase that. That's why we own them. So, as we look at it, I'm not aware of any big step function. It is more than just continuing to question everything we do, how we do it, look for different ways to do it.

Thank you very much.

Thank you. At this time, I would like to turn the floor back over to management for any additional or closing comments.

We'd like to thank you all for joining us this morning. And please let us know any additional questions. Have a good day.