Greetings and welcome to the TDS and U.S. Cellular Third Quarter Operating Results Conference Call. At this, time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions). As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jane McCahon, Vice President, Corporate Relations for TDS. Thank you Ms. McCahon. You may begin.

Good morning and thank you for joining us. I wanted 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 in offering prepared comments from U.S. Cellular, Ken Meyers, President and Chief Executive Officer; Steve Campbell, the Executive Vice President and Chief Financial Officer; and from TDS Telecom, Vicki Villacrez, VP for 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 the 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 results 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 in before this call, TDS and U.S. Cellular filed their SEC Forms 10-Q along with Forms 8-K including today's press releases and also pro formas showing the impact from our market divesture and to the deconsolidation of our New York 1 and 2 markets. We think these pro formas are very useful. On Slide 3, you can see a number of our upcoming conferences including Wells Fargo and UBS in New York and Citi in Las Vegas. First, we’ll start with some of the activities the corporate team has been working on and then move to our business unit performances. Turning to Slide 4, we continue to make progress one of our key objectives, which the monetize non-strategic assets. We have signed agreements to sell or have sold spectrum representing nearly 75%…

Good morning. Thank you, Jane. Well that was quite a quarter with so much going on and not all of it according to plan. So I’m glad it’s over and as a result of the changes of the last quarter, I’m actually increasingly bullish on our outlook. But before getting into the detail, I would use a second of this call to tell all the associated here at U.S. Cellular that I’m very proud of them for pushing through a very difficult period with professionalism, commitment and passion for customers that is U.S. Cellular. This morning I would like to review where we stand on our immediate priorities that I spoke of last quarter. I included 1) implementing a new billing system, 2) expanding the device lineup, 3) completion of our 4G LTE rollout and 4) achieving a long-term interoperability solution. At the end of July, we began the third wave of our conversation on to a new billing and operational support system. Wave 3 followed two pilot launches and covered most of our operations. We expect to the conversion of this size and complexity to have its challenges, but quite frankly we under estimated them. Our stores and call centers were negatively impacted so were not able to provide the type of services our customers have grown to expect. We had some delayed billing that was confusing and frustrating to our customers and caused very long wait times for customer service. We apologize in many ways and we have credit bills were appropriate. Steve will cover the financial statement impacts with you in a moment. I think we will continue to see some modest churn impact, but given the day-to-day improvements in our operations that we are now starting to see, along with the recent introduction of shared data…

Thank you Ken and good morning everyone. I’m going to begin with a few comments about U.S. Cellular’s core markets, which for purpose of this discussion exclude the New York 1 and 2 markets that we deconsolidated in April of this year and the other markets that we divested in May of this year. To a large degree, our results in the core markets for the third quarter reflect the trends that we’ve seen over the past several quarters. As shown on Slide 7, postpaid gross addition were $165,000 decline of $31,000 or 16% compare to a year ago. Churn for the quarter was 1.71% up from 1.61% last year, resulting in a postpaid net loss of 60,000 customers for the quarter. Two factors certainly impacted these results. 1, the billing system conversion and subsequent disruption impacted our ability to add customers at times and has probably caused some small number of customers to churn. And 2, anecdotally we are hearing from our front line that we have a good amount of pent-up demand for the iPhone, obviously it’s a possible to quantify the impacts of these two factors, but we think that they are the major drivers of the change. Prepaid net losses in the core markets were 11,000 customers down from 59,000 net additions last year. As you may remember in 2012 we have just launched prepaid in Wal-Mart so there would have been churn of that time. Total retail customer net losses in the core markets were 71,000 compared to 36,000 net additions last year. Slide 8, shows the trend in smartphone sales penetration and postpaid ARPU n our core markets. During the third quarter we sold 405,000 smartphones, which represented 65% of total devices sold. This compares to the third quarter of 2012 when we sold…

Okay. Thank you Steve, good morning everyone. Before discussing the result of operations for the third quarter, I’m going first touch on each of our primary initiatives shown on Slide 16. In order to expand our HMS IT offerings on October 4, TDS acquired MSN Communications for approximately $40 million. MSN is a Denver based IT solutions provider, this acquisition brings a talented sales force with strong customer and vendor relationships focused on serving mid-market customers, by joining TDS HMS, MSN will add colocation, managed services, and rely a call services to their offerings. We are excited with the sales force now has our full suite for HMS products to sell. MSN generated annual revenues of $99 million in 2012, primarily through equipment sales. This go-to-market strategy will be supported with the addition of Denver based Q3 data center targeted to be completed by the end of next year. Please note, these results are not in the third quarter, but incorporated into our updated guidance for the full year. With respected TDS TV or IPTV offering we continue to increase penetration in 11 markets we launched over the past year. And have identified a number of new markets for fiber to the home builds to enable additional households next year. In July, we launched our new campaign called Fiberville, which is an entirely new marketing strategy. Rather than waiting for services to be available before reaching out to customers, we are pre-selling to customers before the construction is complete. Early indication shows this program to be very effective. The integration of Baja our new cable company is proceeding very well. We’ve begun integrating Baja into the TDS organization and we are leveraging our resources, scale and centralize administrative function. Both TDS and Baja employees are sharing knowledge and tools to…

Thanks Vicki and operator we would like to open up the line for questions now.

Thank you. We will now be conducting a question-and-answer session. (Operator Instructions). One moment please while we poll for our first question. Our first question comes from Ric Prentiss with Raymond James. Please proceed with your question. Ric Prentiss – Raymond James: Thanks good morning.

Hi, Ric.

Hi, Ric. Ric Prentiss – Raymond James: Hey, a couple question. One, of course as any sell side analyst, multi-point question on the iPhone. It says you’re going to carry the 5S and the 5C. Will you also be able to get any the older iterations of the iPhone?

Yes, Ric with us in the room we also have Dave Campbell Executive Vice President and Chief Marketing Officer, so I’m going to let him take that one.

Hi, Ric, this is Dave Campbell. Yes, we will also be launching the 4S, so we’ll have all three models both at the three different price points going forward. Ric Prentiss – Raymond James: Okay. Any then any concerns about supply constraints? Sprint seems to indicate on their call that obviously, third quarter there were some supply constraints and they seemed to continue even into October.

Yes, certainly as we look at launching next week one, obviously we are excited about the launch and aggressively working to drive awareness and particularly focused on wining back those that have left us, we’ll have strong promotional activity and other awareness building activities, but the supply maybe constrained on certain devices and we are working closely with Apple to make sure that we have everything that we need through the key holiday season. So it is possible, although we’ll be working to make sure we can deliver and meet the demand in the marketplace. Ric Prentiss – Raymond James: And then Ken, you obviously spoke about how you are excited and you’re looking for improvement in churn and gross adds. Any temptations of peg when you could or if you could get back to positive postpaid adds by having the iPhone.

The question you asked a moment ago is the biggest caveat that I have got going in right now is just not knowing what supply is going to look like in the fourth quarter. It’s a right supply levels, I’m excited it to be real soon, but we got to see how supply holds. Ric Prentiss – Raymond James: Okay and the final iPhone question is, you guys obviously reduced revenue guidance and said it was with the lower subscriber results, but no change to EBITDA. I was wondering if the change in guidance had anything to do with your getting the iPhone later than you had first hoped possibility.

Well is that – you know that’s what happens, right as you get the phone a little bit later so we didn’t get the customer sooner we don’t get the revenue. However, still expecting high volumes in the fourth quarter. So you still have all of the LOE that we had originally anticipated. Ric Prentiss – Raymond James: Right, okay. And then the easy question, your tower business, you have got the other, the core markets towers, 3859 towers, I think. Any thoughts about creating a tower company internal to U.S. Cellular to start working those assets, I was on the Shenandoah call earlier today, and they made the point about how they are running their towers as a tower company. They are up to about 1.4 or 1.5 tenants per tower. Any thoughts about your towers that you are not selling yet, actually creating a tower company to market them?

We have various initiatives underway to get us much value as we can out of those we don’t have to create a separate company to drive that focus. So yeah there are definitely things going on to drive more revenue out of that. Ric Prentiss – Raymond James: Okay, because it seems like if they were strategic, you wouldn't lease them up, but probably some ability to get more rent, cover costs and actually improve the operations if you were to lease them up. Is that is that fair to what you’re saying?

We will try to do. Ric Prentiss – Raymond James: Okay thanks Ken.

Our next question comes from Mike Rollins with Citigroup. Please proceed with your question. Mike Rollins – Citigroup: Hi, thanks for taking the question. Ken, I was wondering if you could talk a little more about the billing system in terms of duplicative costs that you are experiencing and anticipated savings so we could think about maybe the opportunity within EBITDA for 2014 as you’re fully on the new system for the full year? And then secondly, if you could just talk a little bit about what you are seeing from the devices that you already have, the smartphones that you have, how much are enabled for LTE versus just 3G, and maybe if you just give some sense of usage for the customers and how they are embracing the product? Thanks.

Okay. For a lot of parts there, let’s talk about the LTE versus 3G device and usage on the 3G devices for data is about 960 meg versus about 1.2 gigs on the LTE devices. Now the LTE isn’t necessarily all being delivered on LTE, because some times it could be on the 3G network, but you are actually looking at device/device there and if you are talking about 25% almost 30% delta between the two. Second question was percent of phones that are now LTE someone is going to dig that up for me as I – because I don’t remember that one. The third question or your first one – so just this quarter right we have $26 million of increased cost year-over-year as a result of that launch. I think we’ve talked about that being somewhere in the $60 million kind of range full-year, so we expect a lot that to tail off quickly and then where we see the impact for it is as much into the efficiency of the business going forward as we can start taking advantage of this in our stores, I mean a perfect example is new store – new activations in a store dramatically faster giving us both more time with the customer and our ability to handle more customers. So, I think you will see impacts in different parts of our business as we get there next year. The devices that are 4G just about 35% are to date. Mike Rollins – Citigroup: 35% in the subject [ph], 35% in the smartphones?

Total devices, 35% of total devices…

Total postpaid base and we are selling almost every smartphones that we are selling now is an LTE device about 90% of our smartphones today.

Yes. Mike Rollins – Citigroup: Thanks for those details.

And our next question comes from Sergey Dluzhevskiy with Gabelli & Company. Please proceed with your questions. Sergey Dluzhevskiy – Gabelli & Company: Good morning guys, a couple of questions. First question a major on the spectrum. The $400 million number obviously includes the T-model transaction process and also $92 million that you are getting for improve license. Is that a AWS license that is being sold to Verizon or it includes other licenses, includes area?

It’s primarily the AWS license to Verizon for just over $92 million. Sergey Dluzhevskiy – Gabelli & Company: Okay. And another question that I have kind of related to this obviously you are going to be getting more of $100 million from that at U.S. Cellular levels, what are your plans for use of those proceeds, and is there an opportunity for another special dividend at U.S. terms [ph] that could translate into stock buybacks at TDS level.

I’ve got nothing to announce in that area right now Sergey. As we said before, those will be Board level decisions and quite frankly, we’re in that part of that time of the year right now, we are just putting together our budgets for next year. And the combination of how big of an impact the Apple phone has, how soon, I mean we’ve seen every other company sees a hit in margin when they first rolled that out. So I think we’ve got to work our way through that before the Boards can take the position on that. Sergey Dluzhevskiy – GAMCO: Okay. A related question on the buyback in general at TDS level. You indicated that it is going to take place at a moderate pace initially. Should we expect kind of a similar level over the next two quarters as we saw in the third quarter or how should we think about the buyback in general going into 2014?

I think for the near term that this is a pretty good rate to assume going forward, if really we want to maintain some flexibility on the M&A front. So I think it’s a good rate to use. Sergey Dluzhevskiy – GAMCO: Okay. and a final question on Baja, maybe you could talk a little bit about how the business is performing. Maybe on a pro forma basis, what was the revenue growth compared to last year or last quarter, and the trends, maybe you could comment on the trends that you are witnessing in those markets?

Yes, so this is the , Vicki Villacrez. We’re really excited with what we’re seeing with Baja so far three months in. Our video subscriber growth decline is a little bit more than what we expected, but we are seeing a much stronger broadband growth than we had planned. We’re really excited about what we can grow there again we see this as a natural extension to our business. From a capital standpoint, we are running roughly at what the business has been at about 18% to 19% capital. In terms of growth, it’s been growing in the mid single-digits and we’re working to grow that even higher towards the fourth quarter and into next year, as well as looking for margin expansion. As I had commented, we’re working with the Telecom team and the Baja team together in finding opportunities for synergies between the two businesses and we expect to grow those margins. Sergey Dluzhevskiy – GAMCO: Thank you.

Our next question comes from Simon Flannery with Morgan Stanley. Please proceed with your questions. Simon Flannery – Morgan Stanley: Thank you very much. I wanted to come back to the billing system, if I could. I think, Steve, you referred to billing credits. Maybe you gave this number already but if you can help size for us, and anything that might proceed into the fourth quarter. Also bad debt provisions. I think in the Q you say that you believe you have made adequate provisions. Can you help us think through the extra $200 million or so in the accounts receivable, how much of that you think you may have problem recovering. Then just more overall, could you give us a sense of where we are today, November 1. Are you back on the regular billing cycles? Are people still getting bills for two or three months' service? When will that all normalize and calls to care, are those back down to normal levels, or are those still elevated. Some sense of the what inning we are in on this. Thanks.

Well lots of part for that. Let me take a couple of them. Billing is probably by mid-month we’re completely current, okay. What’s happening from is you aren’t getting a bill for multiple months what you did as you got bills for last – late month three weeks ago and then two weeks ago you got caught up all right, so it’s compression. And at the end of the quarter, and what that means is that because you had a larger amount of either unbilled customers at that time are just starting to get caught up, the receivables to balance was higher. We’ve got a process for looking at that and you actually we kicked up bad debt and on a year-over-year basis by close to almost $4 million or $5 million, okay. So we think we are more than adequately covered on that. In terms of what inning we are in, I’m hoping we’re in eighth inning. We’re the challenge – one of the big challenges that we had is, we had a 15, almost 18 year old system that had a lot of historical rate plans in there and trying to convert all of that as where we ran into some of our biggest issue. One by one they got to get fixed. Calls to customer service starting to come down, wait time starting to improve, across-the-board each day is getting better so I’m thinking eighth innings. Simon Flannery – Morgan Stanley: And did you provide credits in the quarter?

Yes. I don’t know, they weren’t material enough to – you think about that bad debt number was $5 million provided, we probably give the credits across the quarter about twice that. Simon Flannery – Morgan Stanley: Okay. Great thanks very much.

Our next question comes from James Moorman with S&P Capital. Please proceed with your question. James your line is live. So we will move to the next question from Kevin Roe with Roe Equity. Please proceed with your question. Kevin Roe – Roe Equity Research: Thank you good morning. Ken, can you update us on the competitive landscape, did it intensify in the third quarter, and maybe if you could talk a little bit about T-Mobile’s increase presence in the marketplace, if that affected your porting rates?

Hi Kevin this is Steve Campbell. We broadly speaking wouldn’t say there was a huge change in competitive activity obviously a very competitive industry it continues to be in a lot of strong moves across some of our largest competitors. As it relates to T-Mobile specifically, we’re monitoring and tracking that closely, but as you probably know T-Mobile tends not to be a large player across most of our footprint. In fact they have a low single-digit share on average across our footprints. So we are not anticipating an immediate huge impact in our markets from T-Mobile, but certainly tracking and monitoring their activity. Kevin Roe – Roe Equity Research: That’s helpful. Ken a follow-up on a previous question on cost savings. You mentioned the $26 million of incremental costs year-over-year and $60 million for the year and that is going to tail off quickly. Could you give us a sense of the buckets there, where do you see, or how much of a savings do you expect on G&A line, could that go down in absolute dollars, cost of service, what are your expectations there for trying to take that down. I guess LTE coverage growth on its own is going to help cost of service, given it can deliver cheaper bits versus your 3G network. .

Well, lets try that a couple of ways. One, the actual cost to the billing system that we talked about that 26 of that 60, that’s all resident and G&A type costs. Around cost of service I agree that eventually LTE has got a nice cost profile, but where we are at right now when you think about it Kevin as we’ve got a 3G network and we are laying on top of it at 4G network. So in fact you have got two networks out there, so well you have some nice cost performance on the data going through the LTE side and the aggregate level that you are still increasing that cost as you rollout that network in with I’ll say it about 90% of our customers covered, we still have more of our cell sites that are yet to be covered and I think that will be an ongoing initiative over the next couple of years. So you aren’t going to be able to see cost of service capture all the benefits of the LTE that captured that at the increment, but you still have cost that you are adding each quarter. Kevin Roe – Roe Equity Research: Got it thanks Ken.

Our next question is from James Moorman with S&P Capital. Please proceed with your question. James Moorman – S&P Capital: Yes, hi thanks for that, sorry for them check will disconnected. The question I had is regarding now that you're almost fully built out on your LTE market, and with the billing system being fixed, and the iPhone coming out, do see a little ramp-up in advertising upon this, or do you think just coming out with the iPhone and the press related to that will be enough? And then also in terms of shared data plans that you going to be offering with the billing system completion, any idea, kind of like any type of pent-up demand you might be expecting for that? Thanks.

James, let me go – let Dave talk a little bit about the advertising strategy going forward.

Yes, James, so we are going to continue to be strong aggressive in our advertising plans, well those things that you talked about are very important in our growth plans, we need to make sure that our customers and potential customers are well aware of our activities around the quality of our network, the strength of our device portfolio, the advancement of our LTE. So we will be advertise in aggressively focused on those things that you mentioned, trying to drive awareness around the iPhone launch as well as really taking advantage of what we think is a real competitive strength that we are reaching nearly all of our customer with LTE. So through the fourth quarter as well as into 2014 we will be aggressively driving and building consideration and awareness.

What was the other question James? James Moorman – S&P Capital: Yes in terms of with the new billing system version in terms of shared data any idea of kind of pent-up demand that you could be seeing for that?

It’s too early to tell, we just rolled out. James Moorman – S&P Capital: Okay. thank you.

Our next question comes from David Dixon with FBR. Please proceed with your questions. David Dixon – FBR Capital Markets: Thanks and good morning. I wanted to ask a question around your fourth priority there on the long-term interoperability solutions. Looking at the pros and cons of an LTE roaming partnership with other carriers, I know the focus to date has been on AT&T's decision. And to look at the fact that today you've got Sprint as a roaming partner, but with Sprint repurposing their Nextel spectrum and focused on exposing coverage to better compete with AT&T and Verizon in the coming years. Would you see a preference to Sprint to over-build in your area to generate the tower revenue and the backhaul revenue from that? Or see them as a potential partner with you, assume it could be mutually beneficial where U.S. Cellular could support the LTE band 26 – expanded 50 band?

You broke up a little bit there at the end David. But I think I got enough of that question that I’ll try to handle it. What we’ve done with our network, besides putting LTE and 700 we have also started building it out in the 850 megahertz band.

And what that does is many of the phones that are out there or they are coming out have that Band 5 in them a lot and so as an example, the iPhone that all of us carry, has that band in there. What that means is that we think that we’ll have the opportunity to offer roaming services to almost every carrier out there. In the past we’ve actually made very specific investments in certain markets where we had additional spectrum and roaming opportunities is an example, we had some GSM in our network in one part of the country for a couple of the GSM carriers. And we’ll continue to look at investments like that in various parts of the country to meet the roaming needs of all the carriers. David Dixon – FBR Capital Markets: Right and in terms of your company and who you would be looking to run or partner with outside of your territory?

Same thing, it’s a matter of quality of coverage, so our customers have a strong experience and a line up with the device portfolio that we have. And that is continues to evolve and change almost every day. But we’ve got a team of people that are working with every other carrier out there we actually have technical trials underway right now with one of those carriers. So it is possibly changing the landscape. David Dixon – FBR Capital Markets: So to clarify, today you don’t have support for band 26?

Not in our – no way do not at this point in time. David Dixon – FBR Capital Markets: Thank you so much.

Our next question comes from [indiscernible] with Morningstar. Please proceed with your question.

Thanks for taking the call. Just wanted to get a gage of the competitive intensity on the hosted and managed services side of the business, what are the margins trending at and just maybe speak to how intense your competitors have been going after the same basic targets?

Okay good morning. Let me first start-up by saying we’re really excited with the third quarter and the results that we had in the quarter for HMS business. As I said the recurring revenue is up 10% further over the quarter in the same period last year. Our equipment sales they are little more lumpy they are that flows, there’s cycle flow that and there’s also the economy can pay a pressure on that. So that is a little bit lumpy, but from a recurring standpoint, we’re really excited with what we’re seeing, we’re targeting our mid-markets customers, we’re not targeting the larger enterprise customers. And I think that market is more fragmented and how it’s been served today. And we’re really excited because we believe we’ve got a really differentiated service offering by bringing all of these services together with co-location, cloud, hosted and managed services, application management. And then by leveraging our acquisitions of Vital and MSN which is our solution provider we are leveraging that as our route to market. And so with our latest acquisition MSN we see that as a route to market in the Rocky Mountain region and Arizona for where we currently our one-neck operations for co-locations and cloud services. So we are really excited about what were seeing there. And in terms of margins we are – we’ve seen margin improvement in the quarter we’ll continue to expand on that but I will share with you our sales commission are recorded upfront. So these are long-term contracts many as five years with high monthly recurring revenue stream and the commission is booked all upfront. But overall, we are looking for margin expansion as we grow this into next year and in February we’ll be giving more information around what 2014 will look like.

Great, thanks.

There are no further questions in queue at this time. I would like to turn the call back over to management for closing comments.

We would like to thank you all for joining us and please contact us with any additional questions. Have a good day.

This concludes today's teleconference. You may disconnect your lines at this time and thank you for your participation.