Greetings, and welcome to the TDS and U.S. Cellular First Quarter 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, Corporate Relations for TDS. Thank you, Ms. McCahon. You may begin.

Thank you, Melissa. 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 can find on the Investor Relations section of the TDS and U.S. Cellular website. With me today and offering prepared comments from TDS, Kenneth R. 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, Vice President Finance and CFO. 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. Turning to Slide 2, 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 version included in our SEC filings. Shortly after we released our earnings, and before this call, TDS and U.S. Cellular filed SEC Form 8-Ks including the press releases we issued this morning and pro forma financial statements reflecting the deconsolidation of New York 1 and 2 and to the divestiture transaction. Both companies have also filed their Form 10-Qs. We will be hosting our Annual Analyst Day at CPIA in Las Vegas on May 22, and we also invite you to join us or listen to the webcast of our Annual Meetings. U.S. Cellular’s is on May 14 and TDS’s is on May 24. We would also ask that our shareholders support our extremely qualified fleet of director nominees at both TDS and U.S. Cellular. 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 teams from TDS Corporate, U.S. Cellular or TDS Telecom, the Investors Relations team will try to accommodate you, calendars permitting. Now, I’d like to turn the call over to Ken Meyers.

Thank you, Jane. Good morning, and thank you for joining us today. I will use Slide 5 to make a few points at the beginning of today’s presentation and then turn it over to the rest of the team. We have a lot to share with you this morning. The bottom line is that we are making good progress on many fronts. First, the Sprint deal is marching toward close, and is now expected to close this quarter, in the second quarter of 2013, which is slightly earlier than originally planned. Second, we’re continuing to move forward with our 4G LTE rollout and migration of our customer base to 4G smartphones. In fact, as Mary will cover, we are increasing our investment in 4G LTE to deploy some of it on our 850 MHz spectrum building roaming potentials and enabling new devices. Third, planning around our Baja acquisition is on track. And we recently added a new executive, Mark Barber, to the team, who brings 32 years of cable experience. He has successfully launched the pilot of our new billing system at U.S. Cellular and we are starting to see some success in selling cloud services through Vital, the solution provider we acquired late last year. Also, we continue to work on value building options for the towers and spectrum assets that we retained in the divestiture markets. Finally, as you saw in early April, in the process of negotiating a 700 MHz lease with Verizon and New York 1 and 2, we triggered a change in accounting under GAAP. This change requires us to deconsolidate the results of New York 1 and 2 in our financials, beginning in the second quarter. Steve will provide additional detail on how this flows through our financial statements and guidance. But let me…

Thank you, Ken. First, let’s take a moment to look at Slide 7 to review key takeaways from the first quarter. Our year-over-year gross ad growth continued in the first quarter albeit at a slower pace than 2012. Early in the quarter, we felt some impact from the delays in tax refunds and the expiration of the temporary reduction in payroll taxes, but experienced stronger results in the subsequent month ending the quarter with postpaid gross ads up 1% in our core markets. Continued elevated churn led to postpaid net losses of 32,000 in our core markets. This was offset by prepaid growth resulting in total retail subscribers at a slight decline of 1,000 for the quarter. Now importantly, we made significant progress against our strategic priorities in many ways in the first quarter. We continued to receive third-party recognition for our outstanding network and differentiated customer experience. J.D. Power and Associates awarded us with the highest network quality in the North Central region for the 15th consecutive time. Also, U.S. Cellular was named by PC Magazine's Readers' Choice for best mobile carrier with highlights around overall satisfaction, network reliability, speed, and coverage. Secondly, in our efforts to expand distribution, we continue to benefit from our distribution at Wal-Mart and are pleased to have reached an agreement to offer U.S. Cellular postpaid products and services at select Sam's Club in our footprint. We continue to also make strong progress in providing our customers with a wide variety of compelling devices in Q1 led by the Samsung GS3 and Note 2 and the Motorola Electrify M. Our connected devices continue to grow with the addition of Samsung Note Tablet and strong sales of our LTE Hotspot. We also saw continued adoptions of smartphones with penetration increasing to 43% in our core…

Thank you, Mary, and good morning, everyone. U.S. Cellular’s core market results for the quarter reflect the trends that we’ve seen over the past several quarters. We improved retail gross additions, but are still challenged with retaining customers in this extremely competitive market. Prepaid gross and net additions continued to improve significantly due to the success of our new prepaid offering through Wal-Mart. As shown on Slide 9, postpaid gross additions in the core markets were 184,000, up 1% from 182,000 last year. However, postpaid churn also increased, resulting in a postpaid net loss of 32,000 customers for the quarter. Prepaid net additions in the core markets were 31,000, up significantly from last year, and total retail net losses in the core markets were 1,000 compared to 16,000 last year. Next, we’re showing you the trends in smartphone sales, penetration and postpaid ARPU in our core markets. During the first quarter, we sold 449,000 smartphones, which represented 62% of total devices sold. This compares to the first quarter of 2012, when we sold 364,000 smartphones or 54% of the total units sold. 340,000 or 76% of the smartphones sold this quarter were 4G LTE devices and smartphones now represent 43% of our postpaid subscriber base, compared to 34% of the same period last year. And as we have discussed before, while the overall cost to subsidize smartphones, especially the 4G devices, is greater. We expect that the higher ARPU from smartphone users, as well as the migration of data usage off our 3G network onto our 4G LTE network will benefit our results over time. As you can see on the graph at the far right, postpaid ARPU generally has continued to trend up over the past several quarters, increasing 2% over last year. Turning now to our financial performance,…

Thank you, Steve. Good morning. Before discussing the results of operations, let me first touch on each of our primary initiatives shown on Slide 18. With respect to IPTV, we provide service in 10 markets as of March 31, and pass approximately 75,000 service addresses, up from approximately 65,000 at year-end. We continue to expand IPTV to new markets, but at a rate slower than 2012, as our primary focus is on expanding our service in our current 10 IPTV markets and driving up penetration. We are excited about our IPTV service, which is meeting our high expectations for customer take-rates. Our 90% of these customers select an expanded package and 40% are purchasing the highest tiered products we are offering for both Internet speeds and channel packages. Additionally, 95% of our TDS TV customers are taking all 3 of our services: video, data and voice. We continue to make excellent progress on our Broadband Stimulus Projects. Construction is underway on 41 of the 44 projects for which we are receiving stimulus funding, and we should turn up services in the majority of these markets throughout 2013. When we have completed these projects, approximately 97% of our ILEC access lines will have broadband access. Our HMS business is making solid progress toward becoming the end-to-end solution provider for our mid market customers’ IT needs. Vital, which we acquired in June of 2012 has begun to leverage its trusted IT advisor status with customers to gain traction in selling recurring services such as our enterprise-class ReliaCloud offering. We are also encouraged by the sales pipeline so far this year, particularly with respect to our hosted application management services, and would expect that translate into increasing revenue as we move through 2013. And lastly in February, we announced an agreement to acquire…

Thanks, Vicki. Melissa, we will now open up the call for question.

[Operator Instructions] Our first question comes from the line of Simon Flannery with Morgan Stanley.

Congratulations on the Apple deal. A couple of questions. First on the Apple deal, I think in the Q you are highlighting a $1.2 billion 3-year commitment. I just wanted to understand how we should think about that in terms of proportion of smartphone sales, how you got comfortable with you ability to deliver that number? And you’ve talked before about economics being unattractive, what’s changed there? And then T-Mobile is obviously revamped their go-to-market strategy on a number of directions, increasing competition. I wondered if you had any thoughts on sort of how the competitive environment is trending and whether you would ever consider some of this installment financing type options for your customers?

Thank you, Simon. Thank you for your questions. In terms of getting comfortable with that, certainly as we look at our business over the last several quarters, as we’ve discussed, we've experienced elevated churn. And we know that a portion of that -- a significant portion of that is related to not carrying the iPhone. And in fact, we know that 85% of the customers who have left us for the iPhone, in fact, are quite satisfied with us as a carrier and overall experience. So as we look at the upside growth potential that we have in terms of smartphone in our base, the continued demand for the iPhone in the marketplace, the fact that we know there is demand with our customer base to carry the iPhone, we are confident and comfortable with the estimated range of that commitment. In terms of the, what’s new about this is, frankly, probably the newest aspect is that we now have an LTE solution in order to offer these products. And that allows us to move forward with less investments, if any, than our legacy network and we think that makes a lot more economic sense for us. In terms of the competitive environment, there certainly is a lot going on, that may be the understatement of the year, and as we look at T-Mo, for example, there’s definitely interesting things that they are doing on their business model, everybody is working through different ways to think about subsidies, we’re watching and monitoring and certainly doing some of our own experimentation as well.

Our next question comes from the line of Michael Rollins with Citi.

First question is that you weren’t very specific with your timing for the deploying the iPhone in your handset lineup for customers. Are there certain things that have to happen first that could either accelerate or delay the launch timing of the iPhone? And then the second question, Ken, you mentioned that you’re potentially going to close the divestiture sooner than you anticipated, can you talk about how you are thinking about the use of that cash potentially and when investors should expect an update on the direction of what the company has decided on that front?

Sure, Mike. The only reason we’re not being specific as to the timing is that we are not ever specific about launches prior to -- when we’re closer to the launch. So that is really the reason for that. In terms of the closing of the deal, yes, we are at actually a board level discussion and when the deal closes, we’ll make a decision with our board about the use of those proceeds and go from there.

Good. Is there something an investor should expect relative close proximity from once the transaction is closed to determining the use of that cash or do you think there could be a few months delay in terms of just thinking through those mechanics?

Ken, would you like to jump in on that?

Yes, Mike, as we’ve talked in the past, we have been and we continue to work with the board on various strategic alternatives for it. I’m not in a position to speak exactly when the board is going to make a decision. As much as I say that we have been working with them, we are aware of the acceleration of the close of this transaction and I have continued to work with them, and we hope to be out there very timely with information.

Mike, if you don’t mind, Mike, I just wanted to add one other thing on your question about timing. Our network will be ready for the launch whenever we’re ready to launch, so that’s not a concern.

When you say network is that the LTE upgrades that you have to make or is that just a capacity qualification there?

That’s really the re-farming of our Band 5 spectrum and that’s in process.

Our next question comes from the line of Phil Cusick with JPMorgan. Philip Cusick - JP Morgan Chase & Co, Research Division: So not to beat a dead horse here, but Ken, you and I spoke 1.5 to 2 years ago and the discussion was that the iPhone was just too expensive, and didn’t make any sense for the company. At this point, do you feel like its price points have come down, is the pain threshold just too high? And then on the LTE side, you mentioned that, Mary, but are you also going to hold -- going to be carrying the CMA only versions?

So I’ll try the first part that. I think, Mary, already answered it, Phil, and that is that, we look at economics, it is the cost of any subsidy, but it’s also the network. And the fact that we’re re-farming 850 LTE in advance, so that we can have LTE capacity for this and have a long road with LTE as opposed to the shorter life of CDMA, has a dramatic effect on how we think about this.

Great. And then Dave, do you want to comment on the second part of those questions?

Yes, around CDMA. Certainly, we are working with Apple, we don’t have any specifics on the exact devices that we are offering, but obviously the trend in the marketplace is towards more LTE devices. So that’s what we’re building our entire vision and future of our business around. Philip Cusick - JP Morgan Chase & Co, Research Division: Okay, I just want to understand that it’s really the LTE devices that you would be selling not the CDMA to go along with Ken's point. And then separately, can you give us an idea on the interest level for the Towers in those divested markets?

Yes, it’s Ken. We are in the early stages of that work, but we are optimistic that there is real value in both the 500 and some towers that we are retaining as a result of the divestiture transaction as well as the spectrum that is no longer strategic given that it’s not -- you won't have operations underneath it. Those are 2 avenues that we continue to work down and with the expectation of having results to discuss by the end of the year. Philip Cusick - JP Morgan Chase & Co, Research Division: On the towers, I guess, sorry to bug you. But is the accounting on those towers sort of up to snuff in terms of how towers trade. Is it all set and you know the profitability and sort of the lease levels on each tower individually, or is that part of what has to be done over the next few months?

No, we have, we know where the towers are, what leases we have on which towers, all that information is pretty much readily available.

Our next question comes from the line of Sergey Dluzhevskiy with Gabelli & Company. Sergey Dluzhevskiy - Gabelli & Company, Inc.: Just a couple of questions, one on churn reduction. Obviously Apple announcement is part of your strategy and should help with reduction of churn as you launch those products. But Mary could you comment a little bit on some other actions that you are planning to take during the remainder of the year that you think are going to contribute to churn reduction and what are some of the most effective actions that you think are going to take place? And also Ken and Mary, maybe you could comment a little bit on the M&A activity in the space, kind of your reaction to recent deal activity and also given what’s happening in the sector, why you believe being a regional operator is a still a good strategy and there is still room for independent regional carrier in this consolidated space?

Okay, Sergey, first of all on churn. Yes, we for several months now have been actively working what I call on the life cycle, a life cycle strategy. And we’ve developed strong capabilities around using predictive analytics to help us really understand who is likely to churn and why, and also the profitability of that customer. And we’ve put a series of tactics, sort of test and learn and then implement, strategies and tactics around how to predict and then prevent churn for multiple reasons. So obviously, the iPhone will be an important component of that, but we are absolutely going to continue because now everybody who churns would churn for that reason, and we see good response and good progress as it relates to that as a way to reduce churn. Do you want to give a couple of examples of that, Dave>

Yes, absolutely. We’ve looked across a variety of different metrics within the data that we have to try to understand the motivations for people, or to be able to predict when people are possibly going to leave us. The good examples of that are certainly device driven and based on the device they are on today and other actions they are taking, we are able to predict a high likelihood of potentially leaving us and direct messaging and communication to that. We also find things like minutes used, either low minutes used or high minutes used overtime, also is a good predictor of churn and then we are able to come back with simple programs like plan evaluation that happens either in our stores or online and we’ve had high success with being able to retain those, much higher than we had in the past. So the analytic tools that we are doing, in addition to really our entire marketing program is centered around the idea of kind of delivering a broader customer experience and understanding of what we bring that’s unique to the marketplace, all intended to drive that churn down.

And that might be a good segue to the second part of your question. I mean, certainly there’s a lot going on in the industry. We really are focused on our business and really improving our business and serving our customers. And we believe that by focusing on the markets that we are going to be focused on going forward, where we have very strong market share positions and really differentiating ourselves as Dave said, doing things to really make sure that we improve our subscriber trends, our revenue as well as improve our costs overtime are all the different levers of the business that we’re pulling to make sure that we deliver the returns and have a successful long-term business. Sergey Dluzhevskiy - Gabelli & Company, Inc.: Just one more question on the TDS side. Basically we are seeing the national carriers rolling out 4G LTE products as kind of wireline replacement products. We are seeing AT&T trying to reach 25% of their wireline customer locations with LTE, and also Verizon Wireless rolling out HomeFusion. I was wondering if you are seeing any of the services yet in your markets, and what are your thoughts as far as the services being a competitive threat to wireline? And also some of the steps that maybe you are taking to combat this potential competition?

Yes. Good morning. This is Vicki. We have not been seeing the effective broadband substitution in our markets. Our porting has been very low, our churn has been very steady, and in fact, our wireline churn in our residential areas has been slowing. We’re really excited with all the fundamentals that we’re seeing, and as you know, we’ve been pursuing our IPTV and super high-speed data strategy rollout that not only does the super high-speed data equip to enable our network within our TDS TVs or TV markets where we have our strongest cable, we are extending that super high-speed data even farther out into our network, and so we see this as a viable strategy. In addition, we’re really excited as well with the broadband stimulus markets that will expand our reach all way to 97% of our access lines.

Our next question comes from the line of Ric Prentiss with Raymond James. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: I have a couple of questions. First, on the iPhone. Mary, we have seen other carriers, other regional carriers when they've picked it up, get a pretty quick adoption curve, sometimes 3% or 4% of their base per quarter coming on. Shenandoah just had their call today, and said the iPhones are the -- like 20%, 21% of their base after just a short period of time. If you think about the iPhone, how fast of an adoption are you guys hoping or could you be seeing given the low smartphone percent in your base? And the other side of equation on the churn benefit, we’ve heard other carriers talk about 20 basis points, 40 basis points, and even 80 basis points of churn improvement over a period of time. So as you think of the algebra on why you’re carrying it, the high expense but the benefit, help us understand maybe a little bit about the adoption curve, and what the churn benefits might be?

Thank you, Ric. While it’s certainly early and we’re not even to launch yet, so, but we made this decision because of 2 things. We know that we will have a quick adoption and good benefit to our churn. And frankly, we also offer great devices from companies like Samsung and Motorola as well, and we like the notion of being able to have a wide range of choices for future customers. So as we do the algebra across that entire equation, we feel good about that overtime. David, is there anything else that you can add to that?

Yes, no, I mean, I think definitely our plan as we thought about both the balance of this year and going into next year, we see that it will have a significant impact both on gross adds as well as pretty quickly we think impacting our churn. We don’t -- nothing very specific [ph] at this point, but we know that, that will have an important impact on overall subscriber churns. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Okay. And then on the guidance, a lot of moving pieces there, could you maybe outline for us, particularly on the OIBDA line, or however we are pronouncing that new word these days, how much of the change was related to the deconsolidation versus iPhone, versus lower subs, versus higher loss on equipment, or at least rank order them, just so we can understand what the bigger drivers were?

Yes, so Ric on the adjusted income line, when you look at the change, guidance to guidance, in terms of rank ordering, the impacts associated with offering Apple products would be the biggest factor. New York 1 and 2, I think I mentioned in my prepared comments that that was probably a $30 million impact and then just when you look at the trend that we’ve seen so far this year, in overall, there’s a factor for that, but I sort of rank them in that order. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Sure. And then you mentioned CapEx was going up to buy LTE at 850. What exactly do you have to buy? Is that more antennas, is that something in the base station? What exactly are you going to be buying with that increased CapEx?

I think it’s more about the base stations. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: And one other quick one, since you are getting them fast, as the roaming is down, but we should see seasonality still kick in, right, so while roaming will be down year-over-year, I would expect we would probably see increases in the second and third quarter with the seasonality?

Yes, I think you would expect to see normal seasonal trends. There’s nothing in our roaming performance or our guidance that reflects a change in what you'd normally see seasonally. The year-over-year impact that you are seeing in the first quarter as we've said is all about renegotiating lower rates. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Right. So it’s more rate-related rather than some kind of overbuild that turned the volume up completely?

That’s correct. In fact, again, when you drill down into the components we are actually seeing -- still seeing very significant growth in data usage. As you would expect, some decline in voice, but data usage is still growing very significantly. The driver here is the rate negotiation that we’ve done.

Melissa, we have time for one more question.

Our final question will come from the line of James Moorman with S&P Capital IQ. James G. Moorman - S&P Equity Research: The first is, you kind of mentioned it with the billing system being completed by the end of the year, you plan to offer shared data packages. Could you just give a little bit more detail, I guess, or if it’s too early, how -- what you look to do in terms of, with family plans, and also sharing devices for individuals? How you kind of look to implement that? If there’s any additional cost in offering that or it’s pretty much just roll it right out once you complete the billing system. And the second question in regards to what you are saying about the other devices besides the iPhone, I guess, it’s a little bit of embarrassment of riches, but now that you have the S4, which has been very popular, is there anything that you’re going to look to do to control, like how you sell one more than the other, or is it going to be just however the customers want them?

Great, I’ll answer those. First on the shared data in the billing system as we’ve discussed in the past, we do plan on rolling out a shared data solution later this year after the billing system is in. The timing, we’ll share as we get closer and as will we share the specifics around it and what exactly that looks like. But certainly the overall intent is to encourage and to monetize data usage, encourage additional adoption of connected devices, which is an area we've had success with already, but we’ll see that -- we see shared data as a opportunity to really accelerate the growth of our connected devices and to give people more options around different data solutions within their family. So we are excited about that and we think it will have a really positive impact both on our subscriber trends as well as our ARPU. Related to the devices, we do believe that we have a very strong portfolio today. As Mary said, we’ve launched the S4 this week and have, while it’s obviously early, really pleased with that result so far and our partnership with Samsung as well as Motorola and all the other device manufacturers. We will let the consumer kind of decide how -- what’s right for them. Our key is to make sure that we are offering the right portfolio and the right option, so we can deliver a great customer experience. So we won’t be trying to manage that one way the other, other than our broader effort to try to manage LOE.

We've come to the end of our Q&A session. I would like to turn the floor back over to Ms. McCahon for closing comments.

Thanks Melissa. I would like to thank everybody for joining us. I know we had a lot of folks in the queue for questions. So please follow-up with us for the rest of day today and hopefully we will be seeing you at CPIA and other trips that we are taking throughout the quarter. Thank you very much.

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