Good morning. My name is Chris and I'll be your conference operator today. At this time, I'd like to welcome everyone to the TDS and U.S. Cellular Second Quarter 2022 Operating Results Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you. Colleen Thompson, Vice President, Corporate Relations. You may begin.

Good morning and thank you for joining us. We 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' Vicki Villacrez Executive Vice President and Chief Financial Officer; from U.S. Cellular, LT Therivel President and Chief Executive Officer; Doug Chambers, Executive Vice President Chief Financial Officer and Treasurer; and from TDS Telecom, Michelle Brukwicki, Senior Vice President of Finance and Chief Financial Officer. This call is being simultaneously webcast on the TDS and U.S. Cellular Investor Relations website. Please see the websites for slides referred to on this call including non-GAAP reconciliations. We provide guidance for both adjusted operating income before depreciation and amortization or OIBDA and adjusted earnings before interest taxes depreciation and amortization or EBITDA to highlight the contributions of U.S. Cellular's wireless partnerships. TDS and U.S. Cellular filed their SEC Forms 8-K including the press releases and our 10-Qs yesterday. As shown on slide two, 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. And as always our open door policy can now be an open door phone or video policy, so please reach out if you're interested in speaking with us. Before turning the call over, I do want to remind everyone that due to the FCC's anti-collusion rules related to auction 108, we will not respond to any questions related to spectrum auctions. I will now turn the call over to Vicki Villacrez. Vicki?

Okay. Thank you, Colleen and good morning everyone. Starting with slide three, you can see that both of our business units are executing on a strategic priority and are well positioned to take advantage of growth opportunities to enhance their competitive position. This includes investing back into the networks to drive future growth in revenues and returns. U.S. Cellular is continuing its network modernization and multiyear 5G deployment and TDS Telecom is expanding into new markets and growing the number of fiber service addresses. Both businesses are effectively managing inflationary and supply chain pressures through a number of mitigating actions and expect to meet their financial commitments this year. We continue to be pleased with the strength of our balance sheet to support the investment needs of both businesses through significant long-dated maturities and relatively large cash balances. Our balance sheet strength also positions us well to manage against the interest rate increases that we are currently seeing. I want to highlight that during the quarter we repurchased a modest amount of stock at both companies. As a result we have spent nearly $40 million in stock buybacks this year $20 million and $19 million at TDS and U.S. Cellular respectively. And now I'll turn the call over to LT.

Thanks Vicki. Good morning everybody. At U.S. Cellular, our mission has always been to keep customers connected to the people and places that matters most. And as shown on slide five you can see some of the strategic priorities that support that mission. Turning to slide six, you can see the strategies we've developed to drive revenue growth and increase return on capital. Let me start with postpaid and I'm going to take you back to the first quarter. As I detailed during that first quarter earnings call, we identified some specific areas of subscriber pressure where we saw opportunities to improve. And that was noticeably churn and add-a-line. And this led to a series of regional tests and trials during the second quarter. And as a result of those trials, we launched our new promotion in late June and that was any phone free for anyone and that's for new and existing customers. Now, because of the timing of when we launched this promotion it had little impact on second quarter subscriber results. But we believe this will meaningfully address a number of the subscriber challenges that we identified earlier in the year. And while it's early, so far, we're pleased with the results. We've seen significant increase in add-a-line and upgrade activity and we expect that upgrade activity to result in improved churn downstream. And thanks to the trials that we ran we're able to structure this offer in a way that we believe will drive positive subscriber results in the second half of the year but with expense pressure that we believe is manageable. And that offer structure coupled with our ongoing expense discipline enables us to maintain our profitability outlook for the year even with those aggressive promotions. In fact we're going to be maintaining all…

Thanks, LT. Good morning. Let's start with a review of customer results on slide seven. Postpaid handset gross additions decreased by 7,000, largely due to continued aggression in the competitive environment. Postpaid handset net additions were down 30,000, driven by lower gross additions and an increase in churn, which I will discuss in a moment. We saw connected device gross additions declined by 6,000, driven by lower watch additions and tablet sales, due in part to global supply constraints. This was partially offset by an increase in fixed wireless gross additions. As LT mentioned previously, we had another strong quarter in fixed wireless, and we now have a base of 57,000 customers with this product, up 36% from the prior year. Next, let's turn to postpaid. The postpaid churn rate shown on slide 8. Postpaid handset churn increased from the prior year, driven by higher voluntary churn as a result of increased switching activity and continued aggressive industry-wide competition. Involuntary churn also increased in the quarter as non-paid defections increased to pre-pandemic norms. Postpaid handset churn drove the increase in total postpaid churn, as the churn rate for connected devices was essentially flat year-over-year. Moving to slide nine. Prepaid gross admissions declined 9,000 and net prepaid additions decreased 14,000. Both declines were due to continued aggression in the competitive environment including an increased presence of competitor brands in the national retail channel. Now let's turn to the financial results, starting on slide 10. Total operating revenues for the second quarter increased 1% from the prior year. Retail service revenues improved by 2% due primarily to a higher average revenue per user, which I will discuss in a moment. Inbound roaming revenue declined 36% due to lower rates and data volume. The largest driver of this rate decrease are renegotiations on…

Thanks, Doug, and good morning, everyone. We are pleased with our results at TDS Telecom for the second quarter and through the first half of the year and we are tracking to our financial guidance expectations. We remain committed to our primary strategic objective to provide growth and improve returns by investing in our flagship product high-speed broadband. We are directing our investments to expand our fiber footprint in new and existing markets and to enhance our product offerings. These investments are driving connection and revenue growth. This quarter we added 17,000 marketable fiber service addresses to our footprint. Overall, we generated residential revenue growth of 5% this quarter, driven by an 11% increase in broadband revenues. We are very pleased that we have achieved superior market share in our incumbent markets where we have invested in fiber and we are seeing strong broadband penetrations in our launched expansion markets. In addition, we continue to drive faster speeds in our more rural incumbent markets by building to meet our A-CAM obligations and utilizing state broadband grants. In May, the SEC issued a notice seeking comment on a proposed extension of the A-CAM program, which we fully support. We anticipate an extension program would provide additional years of revenue support in exchange for deploying higher broadband speeds. We look forward to working through the comment process with the SEC and hope to have a final rule later this year. Extending the current federal A-CAM program first and then pursuing BEAD Program funding would provide the best opportunities for TDS Telecom to take fiber deeper in communities. Like LT, let me comment on the macroeconomic environment since that is top of mind for all of us. Inflation and supply chain challenges are concerning. However, we have been navigating these challenges successfully. And…

Thanks, Michelle. Chris, we are now ready for questions.

Thank you. Our first question today is from Rick Prentiss with Raymond James. Your line is open.

Thanks. Good morning, everyone.

Hey, Rick.

Thank you.

Hey. Busy day with earnings, so I apologize, it's been on a couple of calls. LT, I think you talked to obviously the competitive environment, but can we probe a little bit deeper. Help us understand, is there the ability to get back to positive postpaid phone adds? And what does that take? Does it take larger switcher pool? Does it take lowering churn? Does it take more aggressive local offers? Just help us understand the path back to positive postpaid phone adds? And then also how much room do you have on your ARPU level there moving feature phone to smartphone? Is there a thought of any price increases coming?

Thanks Rick. I guess it's cheating to just say yes, yes, yes and yes and move on to the next question. So, I'll try and give you a bit more color. But in general, it's everything you list. Do I see a price to -- do I see a path to positive consumer postpaid net adds? Yes, I do. What is it going to take? I think the biggest step that's going to take in the near term is churn improvement. When I look at voluntary churn that's where we saw the majority of our pressure in the first quarter. And we -- the offer that we've launched here is specifically designed to address that. One of the things we saw as we -- over the past couple of years is, we've seen a larger and larger percentage of customers that are out of contract. And out-of-contract customers churn at a substantially higher rate than in-contract customers. And so, the goal is how do we get customers back into contract. And that was one way is with the offer that we put forward. We think it specifically addressed that issue and we're seeing really good results. So, we're seeing upgrades up substantively. We're seeing the ratio of voluntary defections to gross adds improve substantively. The other way that you're going to get to positive net adds on the growth side of the equation and we were light on add-a-line and so this offer specifically addresses the add-a-line opportunity and we're seeing add-a-line performance increase substantively. And so, I think execution on this offer continuation of the momentum that we're seeing and then it has to translate into churn reduction and that takes some time. But you don't see churn immediately dive, right? What we expect to see is steady churn…

Great. And to ask a follow-up question on the high-speed Internet fixed wireless access, can you start deploying and would you start deploying C-band radios even before it's cleared, so that you're able to hit the ground running once the satellite guys get their work done?

Simple answer is yes Rick. I'll let Mike give a bit more detail on operationally how we're doing that?

Yes Rick. We're actually starting that work this year creating the designs the deployment designs, identifying needs at the sites power all that issuing POs, so that we can start deployment next year. We're also working with the FAA to make sure we're ahead of any requirements that they have above and beyond what's already been identified. So we feel good about our plans and our prep for C-band and to be able to activate it when we feel it's necessary.

Yes. The goal Rick is to -- once that spectrum clears, we want to be able to flip a switch and have meaningful mid-band spectrum availability across a large part of our footprint. Mike's rolling that out.

Sure same Verizon and particularly T-Mobile had great success kind of with that early stage of mid-band fixed-wireless access. Are you guys have any targets you'd like to share with us as far as where you think that market could go as far as sizing it for you?

I'm not ready to share targets yet, only because it's still early days on millimeter wave. I'd like to see more momentum behind the millimeter wave product, before we get into targets. What I can tell you is, we really have two sweet spots of markets that we're targeting, because again we don't do this in a vacuum. The first sweet spot without infrastructure funding is going to be suburban or call it, dense rural I realize I may sound a bit more like an oxymoron, but right, but there's non-denser rural and there's denser rural, suburban or denser rural areas where fiber is not present. Where you have enough customer density to make the economics of the product work, but you're not competing against fiber. That's the sweet spot and we think we have a lot of room to run right now with geographies like that. With infrastructure funding, my goal is to cover every square inch of our footprint, if we can. That's the promise of the IIJA coupled with fixed wireless. I've been spending a lot of time talking to folks in D.C. talking to governors with the concept being that it's very difficult to roll out fixed wireless in an economical way to really sparse rural areas. But it's a heck of a lot more economical than trying to do with fiber. And so if we're going to connect these rural areas, we've got to do it with IIJA funding. And if we can get that funding, now all of a sudden we can start to connect areas that have never been connected before or best have satellite or best have really, really toward DSL. And so that will open up I think a whole another universe for us to sell into. Obviously, because of the uncertainty about how that funding is going to come in it also makes it difficult to set specific targets.

Makes sense. Appreciate it. Everyone say well.

Thank you. You as well.

The next question is from Sergey Dluzhevskiy with GAMCO Investors. Your line is open.

Thank you. Good morning, guys. LT, my first question is on prepaid. Could you talk a little bit about your prepaid strategy over medium term? What types of moves you guys already implemented that seem to be working for you what else you could do on prepaid and in terms of market share where you are in your markets? And what kind of share you're targeting over medium term and prepaid?

Thanks, Sergey. The prepaid strategy, I would really break it up into a couple of different categories. The first category is distribution. So two years ago, we were not particularly focused on the prepaid business and we have pivoted that over time. We have a – we've signed a leader specifically responsible for driving this. And one of the key things on our plate is driving increased distribution in the prepaid space. The most obvious is Walmart. We've expanded our footprint within Walmart, but so as many of our competitors. And so the Walmart competitive environment in Walmart is a key driver obviously of prepaid growth, particularly in the markets that we serve, but there's others as well. And so signing up a lot of places that are traditional prepaid distributors requires a very different operating model. Operating in pawn shops, gas stations, convenience stores, this is a very different model than we're used to but it's one that we have to get good at. And so we are building out our distribution in a lot of these areas, signing up prepaid specific distribution partners that growth happens over time. It doesn't happen overnight. But I'm pleased with how our leader there Megan Quatrini is driving an increase in prepaid distribution. Second piece is around the product. You have to have a competitive product. It has to be priced competitively. It has to be structured competitively and it has to have increments that are compelling to customers. We've made continued tweaks to that prepaid product. And once again, this is an area, where I think our regional structure benefits us. I talked about trialing different price and promotion levels in our different regions in my opening comments. At the time, I was referencing mostly postpaid, but we're doing exactly the…

Got it. Great. In terms of the performance of the tower business, how would you characterize the tower business performance over the past year compared to your expectations the number of co-locators per tower increased slightly, but it's still around about 0.5 per tower. And I know that tower deals are somewhat lumpy, and you are going to see some revenues from this probably later this year. But I guess what needs to happen in order for you guys to see a step change in this business over the next two years. And as you're running this business more as a standalone tower company what is your view on putting this business in a separate segment under US Cellular umbrella?

Two things have to happen for us to see a step change in this business. The first is, we have to continue to improve our colocation rate. I think the team has put a variety of, call it, operational streamlining mechanisms in place to just make it easier for people to work with us. We were not particularly open for business a few years ago and now we are. And I'm very pleased with how that team has created a structure to make it easier for co-locators. Cycle times have generally improved consistently quarter after quarter after quarter. And so we just have to make it easier to work with us. I'm very encouraged by the revenue growth that we've seen thus far this year. As you mentioned, this is lumpy, right? It's a lumpy business. You're going to see -- some quarters you'll see 13%, some quarters you'll see 9%. We're targeting continued low double-digit revenue growth in that business. That's the first piece. And the second piece is more towers. The best way to accomplish that, and sorry, I'm a broken record on this, I'm going to take you back to that infrastructure funding opportunity. It costs a lot of money to put a tower in rural America back in the envelope $600,000, $700,000 to build a tower. And we've been investing in rural America for a long time. This is not me. This is the business. The business is good at it. We've been focused on rural for a long, long time. And if there was an obvious fleet economical positive place to put a tower, we would do. I think we have an opportunity to build some new towers to improve our current tower rent profile. We have some really high rent towers, and we can…

Great. And my last question is probably for Vicki, but also for LT as well. So you guys obviously have a large portfolio of various infrastructure and investment assets across both businesses. But a lot of it is sitting within US Cellular and you are not getting much credit for it. So one asset in particular, or group of assets is the wireless partnerships that you're getting cash distributions from. Recently another telco consolidated communications agreed to sell their wireless partnership stakes to Verizon at about 11.5 times last year's cash distributions. If I put that kind of multiple on cash distributions that US Cellular received, we could get to $2 billion valuation for those partnership interest for you. So my question is what are your thoughts on servicing value from those wireless partnerships? And more broadly, what types of moves maybe on the financial engineering front would you be open to that would help highlight the value of those assets and other infrastructure assets that you have or investment assets and surface value without meaningful sacrifices to your strategic and operating priorities?

So I'm going to have Doug talk to the wireless partnership questions. And then Vicki maybe you can give your perspective on Sergey's broader question. Doug?

Yeah, Sergey. So the investment partnerships obviously they spin off a nice cash flow for us every year in the neighborhood of about $180 million. One of the challenges we have with selling those interest is they have a very low tax basis. So there is the pre-tax proceeds and the post-tax proceeds and those are significantly different based on the low tax basis of the investments. It's not to say we would never entertain the -- an offer that was very attractive. But that is a barrier and we've looked at that in the past and the sort of the -- there's a more compelling reason for hanging on to the investments as opposed to selling them after -- on an after-tax basis. With respect to both the investments and other assets like towers and highlighting their value, we're trying to do that here through our earnings call giving you insights in what's going on with the towers. Investments, we obviously report on adjusted EBITDA to highlight the value that they're providing to the business as well as the cash flow. So we're doing a lot of that. Certainly, we'll explore more over time but nothing planned right now.

Yeah. So Sergey, thank you for that question. From a broader perspective, I'm almost 90 days in and I have been spending a lot of time focused on the businesses and the business needs and their long-term strategies. And first and foremost right now my first priority is to make sure that I'm able to fund the needs of the LT and Michelle have for the 5G build-out. We paid for our spectrum. We've got the 5G build out in front of us. You've heard LT talked about another, a number of growth opportunities that we are funding for long-term growth. And at TDS Telecom, we have a window of opportunity right now to fund our fiber builds. And so my first priority is to make sure that we're able to take advantage of those. Second, I want to make sure that I've got enough flexibility across my balance sheet to be able to fund the business needs and leave enough capacity and leverage capability so that we can take advantage of opportunities as they come down the road. And through that, I'm looking across our assets. You've talked about the towers. Would we consider reporting our towers separately? Today, right now, we are reporting our tower revenues to show the double-digit the low single -- the low double-digit growth that LT talked about. If that becomes greater and bigger part of our portfolio, we might consider providing additional information to show the value more clearly to investors as that becomes a more meaningful part of our revenue growth. On the partnerships, I -- just to add on to what Doug has already said, we recognize that our Verizon partnership value -- are very valuable all of our partnerships are very valuable. And I would have to have a specific need a source of funding that is needed in the business before I would consider a transaction. And that transaction would require a very high multiple as you said. And so always looking at our entire portfolio and possible sources of funding in the future.

Thanks guys. Thank you.

Yeah. Chris, we're ready for the next question.

The next question is from Michael Rollins with Citi. Your line is open.

Hi. Thanks for taking the questions. First question just furthering on the tower discussion. When you look at your tower direct expenses, has the external revenue that you're reporting from towers exceed the direct tower expenses? So before even considering what the allocation of rent could be from you being the anchor tenant on that is it breakeven or better? And then changing gears a little bit to other possible needle-moving opportunities for US Cellular and TDS. Just curious, if there's an update more strategically on network sharing opportunities or other things or other ways that you could think about managing the business and the operations over time? Thanks.

Thanks, Mike. I'll have Doug talk about your tower question and I'll tackle the network sharing afterwards.

Yeah. Good morning, Mike. On the towers, the incremental direct costs that we incur from a colocation are very small. So our incremental margin on colocations is in excess of 90%. So what you're seeing in the way of revenue growth crews right to the bottom line and operating cash flow growth. So that's why we feel really good about that revenue and that revenue growth is really important to our profitability.

Sorry, just to follow-up on that tower point just for one more second. In a situation where you had these direct rent costs maybe you own some of the land, you rent some of the land, you have utility costs. If you just add up all those costs, forgetting a moment the incremental opportunity, does the third-party rent more than offset your costs? In other words, that this is a business that is already breakeven or better on the direct profitability basis?

Yes it does – the short answer is Mike, it doesn't totally offset our cost. Remember obviously these costs are being incurred for our operating business and for our mobility and fixed wireless and all of our products. So the short answer is no it doesn't – it's not a level where it offsets all of those costs.

Perfect. I was just curious. Thank you.

Mike, let me tackle network sharing. I'll expand your question as to tiny bit. In the long run, what we're committed to doing is to have meaningful expansion of return on capital in this business. That's the financial metric of success we've established for ourselves. We have a mission of connecting people and the only way to accomplish that mission is through a lot of investment. The only way to do a lot of investment is if we drive a healthy return. And so we have a goal of expanding return on capital. Most of the mechanisms that we've talked about thus far are expanding the return side of that equation, driving revenue, driving profitable revenue, expanding OCF and thus improving return on capital. I do see opportunity to improve the capital efficiency side. I think, I won't beat the IIJA horse dead any further but I do think that is a meaningful opportunity to improve capital efficiency over time. If we can get infrastructure dollars to support our capital spend, it means we can improve return on capital. Network sharing is another big one. I've talked about this in prior calls. I do not think it makes sense to build four or five duplicative 5G networks in rural America. And if you think about 6G or 7G, what that's mostly going to involve is denser network builds to get capacity and to get intelligence closer and closer to the user that requires a lot of capital and that requires a lot of capital, it's difficult to justify when you have really low customer density. And so I do think that network sharing is going to be a necessity in the long, long run and we're pursuing conversations to that end. I feel very good about our ability to hit our financial projections and to continue to move towards doubling the return on capital without a deal like that. So we don't have to have a deal like that to continue to expand return on capital. But in terms of a needle mover on capital efficiency, I think network sharing is a big one. And I do think we have an opportunity. I think we're a good. We're a very realistic partner for others to work with. And we're having those conversations. I've talked about that in past calls. These things don't move quickly. But I do think there's a good opportunity there.

And one last question on the subject of DISH. They've signed some deals with a couple of the other national wireless carriers. Historically, your company and the regions in which you operate, you've been able to sign deals with different national carriers to your point about the sensibility of how much construction there really should be in some of these rural markets. Have you already entered into an IMVNO or any sort of roaming deal with DISH? And maybe you can elaborate on maybe the opportunities beyond just some of the tower commentary of the past?

Yes. So we have – as I mentioned, our biggest opportunity with DISH that we've entered into thus far is our tower MLA. I can't talk in more specifics about that but we're optimistic about the opportunity to support them. I think we have a good opportunity to work with DISH. In the same way we have a good opportunity to work with anyone, who wants to expand their connectivity in some of the areas in which we operate. But beyond that I can't go into detail on any specific agreements, Mike.

Thanks.

The next question is from Simon Flannery with Morgan Stanley. Your line is open.

Thank you and good morning. LT, could you just talk a little bit more about the new promotions. It sounds like they're having a good impact. Help us understand, what the accounting is going to look like for those promotions? How much of the cost will you need to take upfront? And how long, will you amortize most of it over? And then on the partnerships, just coming back to that it did look like the equity and earnings dropped about 21% year-over-year. I don't know, if there's any kind of one-timers driving that, or has there been any change that we -- is likely to go forward from here?

Yes, Simon I think in terms of, the revenue opportunity of those promotions, right? I talked a little bit earlier about the increased upgrade momentum that we're seeing, the increased add-a-line momentum One metric, we track fairly closely is the ratio of gross adds to voluntary defects. We're seeing improvement there. And so, I'm optimistic that it's going to have the long-term effect that we want to have on upgrade, on churn, on add-a-line. Let me let Doug talk about specifically, how the expenses of that promotion are managed and then he can answer your second question as well.

Hi, good morning, Simon. So with respect to accounting for the promotions. Think about 40% of the cost of the promotion is recognized upfront, on day one, if you will and then about 60% is recognized in service revenue over the contract period, which is 36 months. So that's how to think about the spread of revenue. Also remember, offsets for revenue pickups and gross adds and things that we're gaining from the promotion. So those are all offsets, as well when you think about total operating cash flow. Then moving on to your question about equity earnings, and those being down. The single largest item was in the L.A. partnership, starting in January of this year. Verizon Holding company initiated a spectrum with the partnership, that's going to -- our share of that lease is about $15 million per year. So we're incurring that beginning, this year that wasn't present last year. In addition to that charge for the quarter, just various operating items that are different partnerships including increased bad debt expense, and increased network costs and kind of across the board. But the single largest item is, that new spectrum lease.

Okay. So this is probably a good run rate, is it?

It is. Yes, that will be 20-year $15 million per year.

Okay. And then the 60%, over 36 months is that a contra revenue?

Yes, absolutely. Yes.

Yes. Okay. Great. And then just one, last one. Cost of service in wireless was strong. You talked about some of the roaming reductions and usage and stuff. How should we think about that going forward? Is there more to come there?

Yes. We're -- I mean, Mike and team have been doing a great job of managing that. And when I talk -- when we talk about our cost optimization program, that's been the area where we've made the most progress and have some great wins. That being said, going forward as we do our 5G rollout, we also have pressure there as we incur more sell-side rent backhaul and so forth for putting millimeter wave and mid-band on to our cell sites. So I wouldn't look, for a continued decrease. I would look -- it's going to increase over time, but we're certainly looking to mitigate that through our cost optimization program.

All right. Thank you

You’re welcome.

We have no further questions at this time. I'll turn it over to Colleen Thompson, for any closing remarks.

All right. Great. Thanks, everyone for your time today. Again, please reach out to IR, if you have any additional questions and have a great weekend.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.