Good morning. My name is Aaron, and I will be your conference operator today. At this time, I'd like to welcome everyone to the TDS and U.S. Cellular Second Quarter Conference Call. [Operator Instructions] After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Jane McCahon, you may begin your conference.

Thank you, Aaron. Good morning and thank you everyone for joining us today. Based on the positive feedback we received last quarter, we have again released our results and posted all of our documents to the Investor Relations sections of the TDS and U.S. Cellular websites after the market closed yesterday. With me today and offering prepared comments are from U.S. Cellular, Ken Meyers, President and Chief Executive Officer; Steve Campbell, Executive Vice President and Chief Administrative Officer; Mike Irizarry, Executive Vice President and Chief Technology Officer; from TDS Telecom, we've got Vicki Villacrez, 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, and adjusted earnings before interest, taxes, depreciation and amortization to highlight the contributions of U.S. Cellular's wireless partnership. 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 paragraph in our press releases and the extended versions in our SEC filings. TDS and U.S. Cellular filed their SEC Form 8-K yesterday including it's press releases in addition to our SEC Form 10-Q. Taking a quick look at the upcoming IR schedule on Slide 3; I'll be attending the Morgan Stanley Media and Communications Corporate Access Day in New York on August 8. We are hosting a Madison-Wisconsin field trip with B. Riley FBR on September 9. Ted Carlson and I will be doing our Annual European Roadshow, the week of September 23rd; and Ted Carlson, Doug Chambers and I will be doing a city non-deal roadshow in Boston and New York on November 13th and 14th. Now we've got Ken, Mike Irizarry and myself attending the UBS Global TMT Conference on December 11th in New York. Also, keep in mind, that TDS has an open door policy; so if you are in the Chicago area and would like to meet members of management, the Investor Relations team will try to accommodate you, calendar permitting. And with that, I'll turn the call over to Ken Meyers.

Thanks, Jane. Good morning and thanks for joining us today. It's been a busy first half for us. Overall, I'm pleased with our second quarter financial results and generally with how the first half of the year has played out; so there remains areas for improvement. In the quarter, service revenues grew 2% driven by positive trends in average revenue per user and roaming. Also, operating cash flow or operating income before depreciation and amortization grew 4%. Equipment sales remained weak again this quarter and new subscriber activity, by that I mean gross adds, were not at the level I'd like to see; I'll talk more about that in a moment. We are progressing nicely on our 5G and network modernization projects and we are just completing some significant web enablement work also. In the quarter, we completed the most recent Millimeter auction, we're now able to show the success we had in securing Millimeter Wave Spectrum which will be important for our future. Later in the presentation, Mike Irizarry will provide a mid-year update on our network activity, and then Steve Campbell will provide more detail on the financials. Turning back to sales activity; in addition to customers holding on too expensive phones longer we faced a few additional headwinds this quarter. Our prepaid sales has been hampered by handset availability, some of the global issues required us to change our supply chain and it took us a while to qualify new vendors and restock our channels; that issue is now behind us and now I expect to see a pickup in the second half. Also during the quarter, store traffic was slower than expected. We did not have the beneficial impact, usually associated with the new phone launch, and we had the impact of flooding in some major…

Thanks, Ken and good morning. Network quality is foundational to U.S. Cellular, our goal is to ensure our customers have a great experience whenever and wherever they use their devices. And proof that we are succeeding is the recognition that U.S. Cellular won another JD Power Award for highest network quality performance among wireless cellphone users in the North Central region. I want to recognize and thank our engineering team for the hard work, dedication and focus they put into the experience our customers enjoy on our network. Throughout the year we have continued our deployment of Voice-over-LTE. We have commercially deployed VoLTE in Iowa, Wisconsin, and our Northwest markets, and plan to rollout VoLTE in our New England and Mid-Atlantic markets in the third quarter. We now have 1.2 million customers on our VoLTE service. We are also working with multiple carrier partners on LTE and VoLTE roaming to ensure our customers have a great experience wherever they use their devices and to generate additional roaming revenue. As I shared during our February call, this year we are committing capital to a multi-year project to modernize our entire network, so it is ready for 5G NR. The modernization project will use various technologies, including 4x4 MIMO, LAA, 256-QAM and LTE M /// 256-QAM and LTE M to bring LTE advanced features to our customers. These features improve coverage, throughput and capacity of the network. The modernization will support and utilize our existing low-band and mid-band AWS PCS spectrum holdings. The equipment being deployed is an enabler for supporting future 5G bands too. As a reminder, we will start the deployment in our largest markets and look to commercially launch these services and 5G in those markets in 2020. Like with other technology evolutions, we are pacing these investments so we are ready when our customers are ready. This multi-year approach has served us well with previous generation technology deployments such as VoLTE, 4G and 3G. The work involved includes replacing the base stations with software upgradable base bands; new 5G features can be incorporated with simply a software upgrade rather than a hardware-upgrade. Moving the radios up to the top of the tower, this improves coverage, and software upgrades to the core of our network. We are pleased with our progress to-date, our infrastructure vendors thus far are meeting our hardware delivery needs. We have started the tower work required to support the new antennas and coax lines at the cell sites, and we are making good progress upgrading the key components of the network core. By the way, you can't have a 5G offering without a device, and we are working very hard with our major handset partners to ensure we have 5G devices to go with our 5G commercial launches. Now, I will turn the call over to Steve Campbell. Steve?

Thank you, Mike and good morning everyone. I want to talk first about postpaid handset connections shown on Slide 8. Postpaid handset gross additions for the second quarter were 102,000, down from 111,000 a year ago. Ken talked about the factors influencing these results in his comments earlier. Postpaid handset net additions for the second quarter were negative 11,000; down from 5,000 last year, driven by the decline in gross additions and slightly higher churn. On a sequential basis, handset gross and net additions were both about the same. We continue to have existing handset customers upgrading from feature phones to smartphones. Including the upgrades total smartphone connections increased by 10,000 during the second quarter, and by 104,000 over the course of the past year; that helps to drive more service revenue given that ARPU for a smartphone is about $22 more than ARPU for a featured. Next, I want to comment on the postpaid churn rate shown on Slide 9. Postpaid handset churn depicted by the blue bars was 0.97% for the second quarter of 2018, with only small variations compared with the year earlier and sequential quarter results. In fact, handset churn has been right at/or below 1% for several consecutive quarters, which is indicative of high customer satisfaction. Total postpaid churn combining handsets and connected devices also has been consistently low over the period shown; it was 1.23% for the second quarter and has been trending down slightly for the past couple of quarters. Now let's turn to the financial results. Total operating revenues for the second quarter were $973 million, essentially flat year-over-year. Retail service revenues increased by 2% year-over-year to $662 million; the increase was due largely to higher average revenue per user which I'll cover in more detail on the next slide. Inbound roaming…

Okay. Thank you, Steve and good morning, everyone. I am pleased to report favorable results for the second quarter and through the first half of the year. This puts us in a strong position to achieve our strategic growth initiatives as outlined on Slide 16. We continue to benefit from the cost saving initiatives we've set in motion last year while we sustain revenue growth. For the second quarter, we had both top line revenue growth and expense reductions which resulted in a 9% increase and adjusted EBITDA. From a capital perspective, we continue to invest in our fiber deployment and rural broadband expansion projects. I'll give you a complete update on these programs in a moment after I summarize TDS Telecom's overall results for the quarter beginning on Slide 17. On a combined basis, total revenues were up over 1% and cable revenues increased 9% and wireline revenues were flat. Also on the quarter, total cash expenses decreased 2%, wireline cash expenses decreased 3% due to cost reduction efforts while we held cable expense increases to just 2%. This net reduction is a direct result of actions we implemented last year to make room for the scaling up of sales and marketing expenses we will have later in the year with the launches of our new out-of-territory fiber markets. As a result, adjusted EBITDA increased 9% to $82 million from a year ago, and margins increased to 35%. Capital expenditures increased significantly when compared to last year; however, we expect our capital spending to increase at an even greater rate through the second half of the year as it relates to our fiber deployment strategy. Now let's turn to our segments beginning with Wireline on Slide 18. Wireline residential video connections grew 9% compared to the prior year. On…

Thanks, Vicki. And Aaron, we are ready to take questions.

[Operator Instructions] Your first quarter comes from the line of Ric Prentiss from Raymond James. Your line is open.

Ken, you mentioned, obviously, you weren't happy with the gross add level versus what you want to see. As you look at the promotions and other things you're putting in place for second half '19. Is the anticipation you'd like to get back up to prior year levels? Or do you want to just kind of close the gap a little bit? Where do you think you could get to given also the new entrant activity that you mentioned?

Well, as we stated at the beginning of the year. One of our key objectives for the year is to both strengthen and grow our customer base. So my objectives for the year is just that strengthen and grow the base. And I'm not moving off of that at this point in time. The new entrant activity, there's some bundling that we saw in some of our larger markets. And what you're seeing is a low price point one, two line attractiveness, and we're starting to see some of that come back as deals like leave for price come back for network it's certainly on both counts. So it's something that we're watching. But it's as much as just it was a slow traffic. If I think about all the flooding we saw, Nebraska, Iowa, Northern Illinois, Wisconsin that hit a lot of our farm areas pretty hard this year. And so we just lower than anticipated and certainly lower than historic levels of store traffic.

So now that we're one month into the third quarter, have you seen some of improve as the waters have receded and people are getting back to normal trends?

Well, careful. Normal trends, one of the things that America's farmland is dealing with is people that didn't plant. They are on subsidies. We aren't seeing and some of these retail numbers, I'm seeing out of some of the Ohio and Nebraska, so aren't real vibrant at this point.

And the second one, I know you and I've had this discussion on towers for five years, 10 years, 15 years, I know we've talked about for a long time. You mentioned they're still strategic, critical for your network strategy. But that -- you would also consider them as a source of liquidity, if a need for cash was there. What would be examples of -- what would be a cash financing need that would kind of trigger something on the tower side?

So, as I look forward, right now and given our expectations around options and everything else. I don't know that I can see a great big one there, had attractive spectrum been made available in any of the deals that are going on, that's a lot of mid-band, that get my attention. Gosh, we don't know when we're going to see the mid-band options now. But the fact of the matter is that right now as the team is out doing this modernization project, we're all over this tower. And with new antennas and moving ups and down on the top, as Mike had mentioned, and not having to pay a fee every time you do that or not having to increase your rent to manifest itself in some of the lower costs or lower rate of increased costs you've seen on the network side. So we know they're valuable. We appreciate the fact there. But right now, they remain really valuable in a different way to our business.

And then for Vicki on the -- from a TDS Telecom side. Obviously, a good start to the year, the A-CAM catch-up in 2Q helped. So as far as maintaining guidance where it's at, looks like you're headed to the high and/or above the high end. But it sounds like we should also factor in the build cost on the expense side. Is that the way we should thinking of TDS Telecom?

That’s right. From a revenue perspective, I think you can expect similar trends that we saw in the first half as contributions from our newest buyer of market will come much later in the year with those launches. And as I indicated, we're going to have higher cash expenses as we launch our new fiber market associated with our door-to-door sales ramp, the marketing and advertising spread through and commissions that go with that. And so we've got our next couple of new auditory market launching in August. So right now, we're really pleased with the first half of year. We expect to be well within our guidance for our adjusted EBITDA, and we're running to our upper end of that range right now.

And the benefit of those costs probably start showing up as you start ramping sales in 2020 then until revenues come in?

That's right. And we'll include that in our guidance for next year.

Your next question comes from the line of Philip Cusick with JPMorgan.

Hey guys, I have to point out that it's been almost 19 years of me following Ric in Q&A, and I really enjoy it. So to again follow up one more time on Ric's questions, first on the gross add side. You talked about more aggressive plans to drive gross ads. Are there already more aggressive promotions in the market? Or what do you think we should look for going forward?

No, what I said is that I didn't talk about more aggressive plans, I talked about capabilities that are coming in line, in the second half, as a result of both the monetization work that we've been doing, as well as other system enhancements, like web enablement work. Promotion -- just promoting to promote isn't what's moving the market these days. So I don't know that they've been more aggressive in that area is the difference, it's about product and service, as much as anything.

And as you've said, I think you said some of the new entrance. Should we think of that as T-Mobile sort of coming into your market, or are there are other maybe more prepaid brands that are coming in?

Neither. What we saw particularly was more of a cable influence, where they already had customers, their end customers and then they have a low one line rate. It's like $15 per gig, right? So that's a $50 entry point. And that's what we saw this quarter. And as I said from reports that Jay was just out in the market and then some of the stores, seeing those same customers coming back now, so we just got to kind of ride that out a little bit.

Yes, I just looked back at the press release and you said we have aggressive plans and strategies in place to attract new customers in second half. So that's not more aggressive pricing plans. That's just improving the business. And then for Vicki, can you remind us where you are in the video launch to bundle with broadband, and how are negotiations going with content companies?

Can you repeat the question, you're cutting out a little bit, so…

Sorry about that. Where are you in the video launch process to bundle with broadband?

So today we do bundle with broadband, both in our cable markets and our ILEC markets, we offer IPTV services. And in the second quarter, you saw we had 9% growth in our video connections in our ILEC market. With respects to moving to a cloud TV platform, which is going to benefit both our wireline and cable businesses, we're excited about this product and we're anticipating the rollout of that towards the latter half of this year. And we see it as providing an even superior video entertainment experience than what we have in our IPTV markets today. And it's rich with features. It's got an interface that aggregates the search across both linear channels and streaming, over the top streaming applications. So where we're at right now is making sure that that product is solid, and it's going to offer the superior experience that we expect. We have a good experience right now in our IPTV market, so we just want to make sure that that's even better.

Is that going to be wider content package, or is it more capabilities on the set top box and DVR, and things like that?

Well, we're going to -- the business case is really about saving CPE. You don't have as high as CPE expenses with our cloud TV. So that's really the business case around it, as well as the superior service. And right now, the bundling package strategy is going to continue to be a very important strategy to us. And a pricing strategy as most of our IPTV customers, in fact, 80% of our IPTV customers take a triple play bundle. So very important to retaining that broadband and voice, and a key…

Your next question comes from the line of Simon Flannery with Morgan Stanley. Your line is open.

Ken, just coming back to the industry dynamics. Can you just give us your updated thoughts on the merger between Sprint and T-Mobile, given the settlement with -- proposed settlement with the DOJ? And then on the towers, you talked about the strategic nature of the towers. Are there -- there is obviously, we've seen record, more multiyear highs in leasing activity. Perhaps you could update us on what you're doing to maximize the opportunity around leasing up those towers? And then are there other solutions that might help surface some of the value, whilst keeping control, whether that's something like Vodafone's proposing a separate subsidiary, sub-IPO, bringing in a minority partner. How do you think about things like that to know obviously the multiple difference between your stock and the towers right now is at record wide? Thanks.

I don't know what's going on. I mean, I thought we have deals and we got more states jumping in the fray now. My job is to keep my organization focused on our customers and the marketplace. And the folks in DC or wherever we're going to be litigating those figure out where we go next. I have no idea. I've given up. Yes, the towers. Actually we've been doing a lot to drive more value there. So I'm going to let Steve talk a little bit about some of things that we've been doing.

Well, I think very important development is that late last year, we actually engaged with external third party who's active in the space. They help us market space on the towers with the idea of growing that. Obviously, we're still in fairly early stage of that within, let's call it, taking over the marketing and leasing activities in the first part of this year. But so far, we're seeing good activity. We expect more growth in the future. But if you look at the tower revenue for the first half of the year, the tower ramps, meaning the rents that we're actually collecting from last season those towers was up about 7% year-over-year. So trend wise, look for that to continue and actually grow as we get more traction with our third party agent at this point.

Okay, and in terms of other structures?

So Simon, Peter Sereda from the TDS. I am the CFO of TDS. Yes, we looked at other structures that things besides doing a straight sale leaseback at the tower. But every time you look at one of those structures, you pretty much lined out with the conundrum that the more value you try to get out of those towers the less control you give up of the towers, which goes back to the point that Ken was making that -- you really want to see, you really want to have a big funding need to induce yourself to going and do any kind of power deal because of the control that you do give up over the tower space.

So, next question comes from the line of Sergey with GAMCO Investors. Your line is now open.

Good morning guys. One question on the wireless side kind of a follow-up on Sprint, T-Mobile question, if we assumes that the merger eventually goes through you make that assumption, what have you seen from T-mobile so far in terms of the overbuilt? And if the merger does go through, what are your expectations over medium term? And also obviously this is now a part of all this, so what are your thoughts on this becoming a wireless entrant?

So, we continue to see some network activity with T-Mobile in various markets, but as I said in the past, T-Mobile is in most of our markets already with distributions standpoint, one of three different brands, so I don’t think I have seen any dramatic change in market level activity by them over the past few months, but then I also have an expected as either. My view at least is part of the rationale they use to get this approved was all the things do in role America. So, I have and accept and to be doing anything until they get approval because otherwise they lose that argument, right. So, I think just getting ready, and while they are getting ready, we've been very busy with our customers. I think the churn rate you see shows all the work we're doing to make sure that, we got our customer very well satisfied, and we will continue to use targeting retention activities to address concerns of groups that we think may be at risk to churn. DISH, boy, I don’t know, we're going to wait and see on that one, on one hand kind of talking about for a network for a long, long and they are going to take a long time to build that out, the numbers historically are that you did your payback and you build your distribution or whatever in dense areas talk to as much out of the less densely populated areas. I don't have a lot of plans around DISH right now and I would say that’s probably more of a next year issue from what I'm seeing right now and you know.

And another question on wireless, so you guys talk a little bit about your 5G strategy and where you're at with network modernization. So if it seems that the high level, your 5G roadmap may look similar to T-Mobile's, so you're going to be using low-band 600 and mid-band for 5G first and supplementing it with millimeter wave. Is that a fair assessment and also at the high level, if you could point to any major differences or similarities that you see in your approach to the big three carriers and the way they're doing it?

So, I know, Mike put a little light on this, but I would say off the top similarities are there with T-Mobile because when we started down this path a year ago, we were in similar positions in terms of portfolio of spectrum, right with what we had was low band and so what we were using was a low band, as we now get access to millimeter, we will incorporate that into how we're thinking about it. And I guess that's probably one thing to talk about, Mike is, you know, we think about millimeter wave, how you're thinking about using that. And it's as much we aren't talking about a street light pole type of deployment.

Yes, I would say, to build on what Ken said that our strategy is similar to T-Mobile's and that we are using little band and mid band. The difference, perhaps between our deployment and some of the other tier ones is that the use of millimeter wave will be on macro sites much higher up on the tower. Well, I think the industry will move that way. Ultimately, other carriers have started with lamp post heist, to really serve specific used cases. So that's probably the big difference. Other than that, I think everybody believes you need a good amount of low, mid and high advanced spectrum to deliver from a fulsome 5G service service. And we're all starting off with what's called the NSA core, but then eventually migrating to SA core once it's, a product was as it's still being worked on right now.

I think one of the points that Mike just reinforced is, the strategy is about low band, mid band and high band, right. And what the industry as well as we as a participant really need is access to that mid band, if we're going to be able to deliver meaningful coverage into midsize in rural markets. And that's something the team has been working on a lot in with regulators helping them understand the criticality of that need. It's something that we look continue to need to push going forward. It's something that you know, the whole investment community needs can help with making people understand how important that mid band is to kind of 5G taking hold in the U.S.

Thank you. And my last question is for Vicki. So you indicated that you have one new market outside of Wisconsin now in Idaho, another out of territory, fiber build. So could you talk a little bit about how you pick that market? And why you decided to go there? How it compares to Wisconsin markets? And maybe kind of a bigger picture question, how large do things this out-of-market fiber opportunity could be for TDS over medium term?

Sure, Sergey. That's a great question. We are really excited about our fiber overbuild growth strategy, and we see a lot of potential as we look across the U.S., both contiguous at some of our current markets and in entirely new cluster areas. And one of the things that we really look for is really nice demographics, growth demographics, heavily weighted with families that are going to be buying our products and services, in these bundled packages that we're offering. And we're looking for attractive growing areas as well. Already in Sun Prairie, we've seen some really attractive growth that's happened over here over the warm climate. That housing growth continued to provide us new opportunities. So as I had mentioned, the second area that we are focused on right now, and I've already started construction in, comprises of four communities centered around and including Coeur d'Alene, Idaho. And this is a very attractive demographic, and has helpful growth rates that exceeds the national average. And so at the same time, it's also been underserved for broadband. And that's the key for us as we look at the incumbent carriers in those markets they have not been investing in their networks and we feel that this is an opportunity to provide services that the customers in those markets demands, so…

[Operator Instructions] Your next question comes from the line of Jennifer Fritzsche with Wells Fargo.

Great, thank you for taking the question. Ken, I just wanted to kind of revisit the C-band or mid-band question. If you're, would you say that U.S. Cellular, and sorry, if you've taken the stance, but has an issue with the C-band Alliance proposal? Because it seems like it's really only geared towards national players? And I'm just wondering, it sounds like you agree with that, but I want to confirm that. And then a separate question on T-Mobile stand-alone, putting aside Sprint and DISH, are you seeing more, a big fear for U.S. Cellular, a year and a half or so ago was that you're going to see more distribution points appear from U.S., or excuse me, T-Mobile in your market? Has that been any sort of disruptive effect that's been meaningfully worrisome? Thank you.

Okay, so, going to the first question, C-band, any proposal little that doesn't have a lot of spectrum on the table, that doesn't have a lot of spectrum on the table quickly, and isn't done in a way that gives midsize and smaller carriers access to it, isn't one that is what I'm interested in. To the extent that, there are ways that we can protect the interests of midsized and smaller carriers, we can talk about it. But you need a lot here, right? I mean, if we're only going to put out a couple hundred, it doesn't do the industry -- may do a lot for any one or two carriers, but it doesn't do anything for the industry. So that's about, I think it's as far as I want to go on C-band alliance or any other things.

Got it.

On the distribution, no, we haven't seen a lot of new distribution coming online. As I said, we got most of the brands in most of our cities today. So, it's more -- my expectation is more about network build out and it is just distribution. We haven't seen much of it yet.

There are no questions at this time. I turn the call back over to the presenters.

Great, just wanted to thank everybody for joining us today, let us know any follow up questions and hope to see you over the next couple of months. Bye, bye.

This concludes today's conference call. You may now disconnect.