Greetings, and welcome to the Telephone and Data Systems and U.S. Cellular Third Quarter Operating Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jane McCahon, Vice President of Corporate Relations for Telephone and Data Systems. Thank you, Miss McCahon. You may now begin.

Thank you, Rob. Good morning, everyone, and thanks for joining us. I do want to make you aware of the presentation we prepared to accompany our comments this morning, which you can find on the Investor Relations section of the TDS and U.S. Cellular websites. With me today and offering prepared comments from TDS are Ken Meyers, Executive Vice President and Chief Financial Officer; from U.S. Cellular, Mary Dillon, President and Chief Executive Officer; Steve Campbell, Executive Vice President and Chief Financial Officer; and from TDS Telecom, Vicki Villacrez, the Vice President of Finance and Chief Financial Officer. This call is being simultaneously webcast on the Investor Relations sections of the TDS and U.S. Cellular websites. Please see the websites for slides referred to on this call including non-GAAP reconciliations. 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 release and the more extended versions that will be included in our SEC filings. Shortly after we released our earnings this morning and before the call, TDS and U.S. Cellular filed SEC Forms 8-K including the press release we issued this morning. Both companies plan to file their Form 10-Qs later along with an 8-K related to the Sprint transaction. We will be attending a number of conferences in the near-term including UBS in New York in early December and Citi in Las Vegas in early January. As always please keep in mind that TDS has an open door policy, so if you are in the Chicago area and would like to meet with members of the management team from TDS, U.S. Cellular or TDS Telecom, the IR team will try to accommodate you calendars permitting. I'd like to turn the call now over to Ken Meyers.

Good morning, and thank you for joining us today. We know it will be a busy day for most of you, we appreciate your time and interest. We have been talking for some time now about our ongoing work to identify and assess potential actions to enhance shareholder value. Today the team will talk about one more step we are taking to improve long-term returns at U.S. Cellular. We have been working on it for some time and it will be a while to complete. In the meantime we continue to actively evaluate other potential actions. On behalf of TDS I’d like to say this transaction has our full support and was approved unanimously by both the TDS Board and the U.S. Cellular Board. Now let me get out of the way and turn the call over to Mary and the team. Mary.

Thank you, Ken. This morning we announced that we’ve entered into an agreement to sell certain of our Mid-West markets to Sprint. The sale includes PCS spectrum and 585,000 customers or about 10% of U.S. Cellular’s total customer base. I will talk to you first about why we decided to enter into such a transaction and then Steve will discuss terms and financial details. We are focused on putting U.S. Cellular in a position to accelerate growth and over time improve margins and return on capital. This transaction allows us to put a focus on markets where we have strong positions and exit underperforming markets. We remain committed to providing our remaining 5.2 million customers with a differentiated wireless experience which has led to our strong customer satisfaction. Another important factor in making this decision was a significant investment required to bring a 4G LTE network to these markets, including network equipment and eventually additional sizeable investments in spectrum. Regardless to the economics however, it was a difficult decision, our associates in these markets are passionate and dedicated throughout the transition process who will treat our associates in these markets with the utmost respect and will continue to provide outstanding service to our customers during the transition period as well. We feel that the transaction at $820 per customer or $1.74 per megahertz POP reflects an attractive valuation. Beyond these proceeds we retained our direct or indirect ownership interest in our own tower portfolio and other spectrum in the transaction markets. Now we also announced this morning that we will transition our call center at Bolingbrook, Illinois to a vendor partner effective January 1. This action will allow us the flexibility to better manage our call volumes and reduce facilities expense by more than $3 million annually beginning in 2014. TDS and U.S. Cellular remain committed to the Chicago area. We plan to keep our headquarters here where we have a talented workforce to support our ongoing operations. And now I will turn the call over to Steve to discuss the terms of the transaction.

Thank you, Mary, and good morning, everyone. I will provide a brief overview of the transaction at this point and you will be able to find more detailed information in the Form 8-K filings that we will be making later along with the purchasing sale agreement that is an exhibit to the Form 8-K. So first, at closing, Sprint will pay U.S. Cellular $480 million. As Mary mentioned the sale includes most of the PCS spectrum and 585,000 customers in our Chicago, St. Louis, Central Illinois, and Indiana, Michigan, Ohio markets. The sale also contemplates the number of related agreements, the most significant of which are two transition services agreements; one to cover network operations and the other customer services. Under which the terms will provide for U.S. Cellular to continue to operate the network and service and build customers for up to two years after the closing. Sprint will pay U.S. Cellular for these services. Sprint will also reimburse U.S. Cellular for certain costs related to decommissioning the network and employee termination benefits up to a defined cap. U.S. Cellular will be responsible for store closing costs including employee and termination benefits. The map on Page 7 of the deck illustrates the markets that are included in the transaction. The boards of Sprint, TDS and U.S. Cellular have already approved the transaction. We now need approval from the Federal Communications Commission and the Department of Justice. Subject of these approvals and the satisfaction of other customary and negotiated terms and conditions, the closing is expected to be completed by mid 2013. Moving to Slide 9 then, where we show selected pro forma information. The transaction markets account for approximately 10% of our total customers and 11% of service revenues. Postpaid churn in these markets however, was nearly twice the level of our other markets resulting in a disproportionate share of our subscriber losses. In entering these markets later in the game generally is the fifth carrier serving these markets. We have not yet been able to achieve a level of penetration sufficient enough to earn an acceptable level of returns. These markets have a penetration of 3.9% overall versus the average of 16.2% for our remaining markets. Therefore, this group of markets have lower margins than our core markets. And in fact after all direct and indirect costs including allocations of corporate overhead, they incurred losses. Through the accounting treatment for the transaction, coupled with the requirements of the transition services agreements, any immediate benefit of margins will be difficult to see. Additionally, with only 20 megahertz of spectrum our path to LTE would have been very expensive. In accordance with the accounting requirements under GAAP we will not classify these markets as discontinued operations. I recommend that you review the Form 8-K that we will be filing later which has more detailed information about the transaction. Now I will turn the call back to Mary to recap the benefits of this transaction.

So in closing I want to reiterate how this transaction will position U.S. Cellular to compete more effectively. We will be smaller but more profitable. We will be able to focus even more on our target segments and our remaining markets where we have stronger market positions and to provide customers with a great nationwide network, unmatched customer service and rewards and benefits that are unique in the industry. We will be moving closer to our long-term financial objective of earning a return on capital equal to our weighted average cost of capital. This transaction also enables us to further enhance shareholder value. We will generate funds in this transaction and have retained other valuable assets in those markets. In over the coming months together with our boards, we will evaluate the opportunities available for us to strengthen the long-term prospects for our company. Now I’d like to move to the financial results for the quarter. We had a number of successes and challenges that I will cover. So, turning to Slide 12, in terms of successes we have seen another strong quarter of customer adds with postpaid growing 7% and prepaid growing 71% year-over-year. On the postpaid side this has been driven by a combination of our new marketing efforts that are increasing awareness of our unique proposition, a very strong device portfolio including the launch of the Samsung galaxy S III at the same time as other carriers. Improved promotional and sales effectiveness and the continued expansion of our 4G LTE network. We added 57,000 net prepaid customers in the quarter and we attribute our success to the strong performance of the U Prepaid product that we launched in Walmart in mid May. Our early announcements indicate that most of the activations at Walmart are incremental business as…

Picking up on Slide 17. U.S. Cellular’s results for the quarter reflected mixed customer results, as we improved postpaid gross additions but are still challenged with retaining postpaid customers in this extremely competitive market, and the somewhat still sluggish economy. Prepaid gross and net additions improved significantly due to the success of our U Prepaid offering through Walmart. Service revenues were flat year-over-year as the impact of higher ARPU was offset by reductions in the average customer base and ETC funding. Operating cash flow declined primarily due to the loss of high margin ETC funding and loss on equipment. As shown on this Slide, third quarter retail gross additions were 350,000 up 23% from 284,000 in the prior year quarter. In the postpaid segment there was a net loss of 38,000 customers as a 7% increase in postpaid gross adds was offset by an increase in defections. In the prepaid segment we did much better than a year ago adding 57,000 customers. So, in total we gained 19,000 net retail customers in the third quarter of this year compared to a net loss of 23,000 last year. Postpaid churn shown on the next slide increased to 1.72% from 1.55% last year. As Mary already commented we attribute this increase to the expanded distribution of the iPhone and aggressive promotions in new plans by the competition. Additionally, we continue to see some migration from postpaid to prepaid offerings. Slide 19 shows the trends in smartphone sales penetration and postpaid ARPU. During the third quarter, we sold 487,000 smartphones which represented 53% of total devices sold. This compares to the third quarter of 2011 when we sold 356,000 smartphones or 40% of the total units sold. 243,000 or 50% of the smartphones sold this quarter were 4G LTE devices. Smartphones now represent…

Thank you, Steve. Good morning everyone. Turning to Slide 24, I’d like to give you an update on TDS Telecom’s major business developments and their impact on our outlook for the remainder of the year. We continue to integrate the operations of our most recent acquisition Vital Support Systems into our growing HMS operations. As I mentioned last quarter we aim to build on our existing data center infrastructure and strength in providing hosting and cloud services. We will leverage these capabilities with Vital sales and engineering skills including our suite of products and services to provide customers with an end-to-end solution to their IT needs. As we continue to learn from the four acquisitions we have made so far, we have made a number of organizational changes to better position ourselves to sell into the mid-market and are looking for additional ways to integrate our programs among the businesses. We fully expect to see these efforts begin to pay off as we enter 2013 as top line growth has not yet met our expectations. This shortfall is a primary reason we have lowered our operating cash flow guidance. In the third quarter, we began to see the full impact of all the moving parts of the SEC reform order principally on the ILEC. This includes recovery mechanisms on the revenue side and reduced reciprocal compensation expense which are reducing the impacts of the declines in revenues resulting from the reform order. On a net basis, ILEC operations lost $0.4 margin for Q3 and $3.8 million year-to-date related to the reform order. However, declines in minutes of use continued and rate of recovery and other components of regulatory revenues decreased margins by $4.7 million for a total cash flow impact of $5.1 million. These impacts have been ongoing and are…

Thanks Vicki. Now we would like to open it up for questions. I do want to let you know that Mary Dillon had to step out, she got some other audiences she needs to speak to this morning, but we asked Steve Campbell our CMO to us for questions. So, Rob, please go ahead.

[Operator Instructions] Our first question is from the line of Ric Prentiss with Raymond James.

This is actually Charlie Castillo sitting in for Ric. When you guys talk about the transition markets actually had an operating loss would that also be for EBITDA as well?

Yes, it would.

And as you move, I guess basically the spectrum of the customers over and you are maintaining the towers, the old CDMA equipment hanging on those towers currently I guess you retain ownership of that as well. Is there any way you can sell them or what happens to that?

So, you are right. As we said, we will be retaining the network as part of the transaction and we will operate it to provide service to Sprint during this transition period for up to 2 years. Working with Sprint will determine to what degree and the timing of decommissioning that network. And those assets retain in the ownership of U.S. Cellular and we would certainly attempt to recover all the value that we have from the network equipment per se and then we'll explore options that we might have with respect to the tower portfolio.

And can you actually tell us what the cap is in terms of what Sprint can pay for this reimbursable and to operate the network?

At some point I will encourage you to look at the SEC filings that will have a fair amount of detail of what’s included in the cap. But generally speaking it's designed to cover costs such as sell side lease and termination expense, termination related to the backhaul and so forth. And there is a cap of $200 million on those expenses.

In general as we look at your overall tower portfolio, now that you are around 4500 towers, could you tell us what’s the design capacity of those towers or tenants? Like are they 2 tenant towers or 4 tenant towers?

I can’t answer that question as we sit here today; the portfolio consists of multiple designs from rural 250, 300 foot towers, some urban [indiscernible]. There isn't a nice clean average I can give you on that.

[Operator Instructions] Our next question is a follow-up from the line of Ric Prentiss.

For the naming rights on the ballpark, when does that contract expire and what are your thoughts on that as basically you no longer need to market in Chicago going forward?

We have a long-term relationships with the White Sox, we continue to be committed to Chicago, even after this transaction we are going to have 1400 associates in Chicago, so that relationship is not part of this deal and we will not be changing.

Our next question is from the line of Robert Schiffman of Credit Suisse.

Could you just talk a little bit about plans for the balance sheet -- balancing what you are considering in terms of enhancing shareholder value with credit ratings and debt issuance and the like?

So number one, let's start with core to the companies, both companies financing philosophy is maintaining an investment grade rating. It's something that we've said many, many times, something that frames a lot of the decisions that we look at and that just gets back to a belief that gives us greater access to markets when most needed, number one. Number two, the company has refinanced a lot of its debt. With the markets being where they're at today, there might be other debt that is at a higher price today than what might be in the market. I think we're going to continue to look at items like that but no major changes are on the horizon right now.

And as a separate follow-up. What about additional assets for sale? Is there anything else outside of towers, from a spectrum perspective? You're looking to either sell or -- acquisitions that might provide [indiscernible] opportunities.

One, we constantly are in the market looking at various opportunities that are out there, number one. Number two, we continue to look at our own portfolios as we did here to see if there are places that we can strengthen that. And three, as we talked about at the TDS level, we continue to look for areas where we can strengthen the company and as that work evolves and comes to fruition we'll be out talking to people but it's something that I've got today to talk about in that area.

There are no further questions at this time. I’d like to turn the floor back to management for closing comments.

We know today is an extremely busy day. I’d like to thank you for your participation and please let us know any follow-up questions. We will be available for your call. Thanks again.

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