Ladies and gentlemen, thank you for standing by, and welcome to the TDS and U.S. Cellular Fourth Quarter 2020 Conference Call. . I would now like to hand the conference over to Jane McCahon. Thank you. Please go ahead, ma'am.

Thank you, Shelby, and good morning. Thank you all for joining us. We want to send our continued best wishes out to you and your families and hope that you are all well. I want to make you all aware of the presentation we have prepared to accompany our comments this morning, which you can find on the Investor Relations sections of the TDS and U.S. Cellular websites.

Thanks, Jane, and good morning, everyone. I'm going to make some brief comments about the balance sheet and our funding position. But before doing so, I'd like to recognize the impressive operational and financial results of both businesses in 2020. It is these results that give us the confidence to invest back into the businesses. As we've discussed on past calls, maintaining financial flexibility is one of the pillars of our corporate strategy. Over the years, we have worked to retain relatively low leverage levels, long-dated debt maturities, sufficient undrawn revolving credit facilities and significant cash balances, while at the same time, making sure we have the financial resources we need to fund our businesses.

Thanks, Pete, and good morning, everyone. I'm really pleased to talk with all of you this morning. We're going to cover not just our strong results for the fourth quarter and all of 2020, but we'll also lay out our plans and objectives for 2021. So I've been here long enough now to understand that this is a heck of a company. And we have a lot of potential, and we have the culture, and we have the assets to seize the opportunities in front of us. And I'm looking forward to discussing that with all of you today.

Good morning. Let me touch briefly on postpaid connections results during the fourth quarter, shown on Slide 8. Postpaid handset gross additions decreased due to lower switching activity and decreased store traffic due primarily to the impacts of COVID-19. This decrease was partially mitigated by increased demand for connected devices. Total smartphone connections increased by 47,000 over the course of the past 12 months. That helps to drive more service revenue given that smartphone ARPU is about $21 higher than feature phone ARPU. As mentioned, we saw connected device gross additions increased by 12,000 year-over-year. This was driven by gross additions of hotspots, routers and fixed wireless devices as a result of an increase in demand by customers seeking wireless products to meet their need for remote connectivity due to the impacts of COVID-19. During Q4, we saw an average year-over-year decline in store traffic of around 30% related to the impacts of COVID 19. The decrease in store traffic had a negative impact on gross additions although connected device activity remains stronger than the prior year. Next, I want to comment on the postpaid churn rate, shown on Slide 9. Currently, as you would expect, churn on both handsets and connected devices is running at low levels. Postpaid handset churn, depicted by the blue bars, was 1.01%, down from 1.11% a year ago. This was due primarily to lower switching activity as customers' shopping behaviors were altered due to the pandemic. The FCC keep Americans connected pledge ended on June 30, and about 60% of the customers that were on the pledge at June 30 are actively paying. Our churn was not materially impacted by the pledge in the fourth quarter or the full year 2020. Total postpaid churn, combining handsets and connected devices, was 1.21% for the fourth quarter of 2020, also lower than a year ago.

Thanks, Doug, and good morning, everyone. I'm pleased to speak to you about our progress on our growth strategies by sharing some of our accomplishments during the past year. Overall, telecom had an outstanding year. Our highest priority, much like U.S. Cellular, has been to keep our employees and customers safe during the pandemic. This required quick actions, sound judgments and a significant number of new protocols to service our customers; creativity on the part of our sales and marketing teams and flexibility across the entire organization. Despite the many challenges we had to overcome, we grew revenues 5% and reinvested savings from operational efficiencies into our growth initiatives, while still modestly improving adjusted EBITDA. The pandemic continues to confirm the importance of high-speed Internet and how important our investments have been to serve all of our customers. We continue to remain focused on expanding and upgrading our broadband services. We see the opportunity to work with industry allies, seeking additional support to improve Internet for our rural customers to help bridge the digital divide. We have been extremely active in deploying fiber by investing $130 million during 2020. In addition to the expansion of fiber to the home infrastructure, we connected over 67,000 service addresses to our network, bringing total fiber addresses to 307,000, both in existing markets and our growing expansion markets. We have moved new markets from the planning stage to construction, and I've been very pleased with our prelaunch registrations and orders. It is critical to build these fiber networks and connect subscribers quickly to stay in front of potential competitors. We have an active pipeline of identified markets and a test a game plan to plant our flags in new markets that will expand our out-of-territory footprint even further. We had strong broadband sales across…

Okay. Thank you, Jim, and good morning, everyone. Let me begin by highlighting our consolidated financial results for the quarter, as shown on Slide 21. Revenues increased 6% from the prior year as growth from our fiber expansions, increases in broadband subscribers and the Continuum cable acquisition exceeded the declines we experienced in our legacy business. Cash expenses increased 8% due to additional spending from our growth initiatives and increases in facility maintenance. Adjusted EBITDA declined 2% to $74 million. Capital expenditures increased to $147 million as we continue to increase our investment in fiber deployments and success-based spend. I will cover our total fiber program more in detail in a moment. But for now, let's turn to our segments, beginning with wireline on Slide 22. Broadband residential connections grew 9% in the quarter as we continue to fortify our network with fiber and expand into new markets. From a broadband speed perspective, we are offering up to 1 gig broadband speeds in our fiber markets as 13% of our wireline customers are taking this product where offered. Across our wireline residential base, including our new out-of-territory markets, 40% of broadband customers are taking 100 megabit speeds or greater compared to 33% a year ago, helping to drive a 5% increase in average residential revenue per connection. Wireline residential video connections grew 8%, and at the same time, we expanded our IPTV markets to 55, up from 40 a year ago. Video remains important to our customers. Approximately 40% of our broadband customers in our IPTV markets take video. Our strategy is to increase this metric as we expand into new markets to value these services and through our new TDS TV+ product. Our IPTV services in total cover 41% of our wireline footprint today, leaving opportunity to further leverage…

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

. Your first question is from Phil Cusick of JPMorgan.

I'm sitting here thinking about the company overall. And LT, I thought it was interesting. You discussed improving return on capital in the business. But scale at U.S. Cellular seems to remain a huge challenge, as evidenced, I think, by having to follow AT&T promotions and upgrades over the holidays. Can you dig into more of how this can work? Getting the asset base down seems like a good start, and you hinted at optimizing the portfolio, including towers, but then you went on to talk about how important they are. Maybe expand on that getting the maybe the denominator down. But how do you improve the numerator in what seems like otherwise, a huge investment cycle at both businesses?

Thanks, Phil. So I'll touch on two items that maybe get at what you're talking about. So the first, if you think numerator, I think we've seen some meaningful improvement from a subscriber momentum perspective. And obviously, it's going to -- we have to keep that going. And it's going to take several quarters, several years to have meaningful, call it, step-change improvement in the subscriber portion of the numerator. But if I just look at, for example, our win share in the fourth quarter, we've seen attractive win share. We've seen meaningful improvements in win share and we've done that without needing to really drive massive promotional activity, let's call it, differential or different from usual fourth quarters. So what I mean by that is we've been in the marketplace with no hidden requirements message that's resonated with customers. Our pricing is at a similar place as it's been to the AT&Ts and the Verizons of the world. But customers like that no hidden requirements message, and they've gravitated towards them. And so I think we have the opportunity to move the needle on subscribers. I talked about B-to-B, I talked about prepaid. I think those are 2 other areas where we have a meaningful opportunity to improve subscriber momentum. And so I do think there is opportunity to continue to grow scale on the subscriber side. And then from an asset optimization perspective, we talked about the towers. I'll give you an example there. So I think that by managing our towers as a bit more, let's call it, an independent business, and that doesn't mean separating it, before you guys ask me about that, but trying to manage as an independent business for the sake of the profitability of the tower portfolio, I think we've got some opportunities there. And let me give you a specific, right? We are in the middle of talking to a variety of potential colocators. And because we are both owners of the towers and tenants on those towers, we have the opportunity to share some assets that other pure-play tower operators don't. So for example, if you're interested in co-locating on our towers, we can share a shelter space. We can potentially share generator space. And both of those are opportunities that I think, by having those assets in our portfolio, they give us an opportunity to provide a differentiated service to, in this case, a customer that would be a customer of our tower portfolio. So I do see some meaningful opportunities to improve scale both on, let's call it, the numerator as well as the denominator. And that's going to drive that return on capital expansion that we're targeting.

Okay. And then one quick one. Can you quantify the Sprint roaming revenue risk? And how much more is there to go? How much is T-Mobile transitioned already?

Yes. Phil, this is Doug Chambers. So they did transition quite a bit in 2020. There is still more to go. Sprint comprises currently about 20% of the roaming traffic. We don't expect all that to go away. Some transitioning over to T-Mobile's network. Other will be subject to roaming agreements we have with them as a carrier. So we are projecting roaming revenue in total to go down from 2020 to 2021. And that is one of the larger components of that.

Your next question is from Ric Prentiss of Raymond James.

I want to follow-up Phil's questions there a little bit. Always good to follow, Phil. Any thoughts about reporting the tower segment separately? You mentioned running it or managing it as an independent business. We've seen other operators like Shenandoah create relationships between its tower segment and its wireless segment to let people focus on the large value of the tower business. So any thoughts about actually breaking into the accounting and having it be a separate reporting segment?

We've evaluated that, Ric. At least right now, that's not a direction that we're going to go. I think there's meaningful synergies back and forth between both operating groups. I mean certainly, Mike and the network team get benefit from us owning the towers. And I talked about Austin Somerford, he's running the tower portfolio. He clearly gets benefit from Mike and the network team being a tenant. And so no, at least right now, we do not intend to separate the reporting out beyond. We have tried to be a bit more transparent, certainly in the slides that we provide to you guys, and we'll continue to do that in terms of giving you some snapshots about how the tower rental revenues are doing. We'll continue to do that in future reports, but that's about the extent of separation that we're planning on doing.

Okay. And then I know Slide 4 had a nice little footnote in there about subsequent events. Is there anything else going on besides the C-band auction that might be happening in that $1.46 billion number mentioned in the footnote on Slide 4? And how much cash do you want to actually like and prefer to keep on U.S. Cellular's balance sheet kind of just on a normal course run the business?

Pete, can you chime in on that. Yes. So I make sure I don't say anything that I'm not supposed to say.

Yes. Ric, we really can't talk about the details of what's in that footnote. We're subject to the anti-collusion rules. So I think I'm just going to let that stand the way it is. I mean we put the disclosure in to put context around the available sources, but it's about as far as we can talk about that.

And then as far as how much cash you'd like to keep on U.S. Cellular's balance sheet as you kind of day in, day out run the business?

Well, historically, we've -- U.S. Cellular has higher daily swings of cash balances than TDS Telecom has. So historically, we've had cash balances of a minimum of about -- I think it's about $100 million to $150 million. We can go higher than that from time to time if we -- depending on financing opportunities. You've seen that last year, we were very opportunistic in our financing. We did a $500 million bond deal in August and left the cash on the balance sheet. But we were doing a lot -- we had to do a lot of prefunding last year. So we don't expect to do a lot of financing activity in 2021 because -- especially, at U.S. Cellular just because we funded most of our needs for the year.

Makes sense. And last one for me. I think, Doug, you were talking about on the service revenue guidance, that the billable side, the billed side would be low single digit, which seems similar to maybe what the AT&T and Verizon wireless guidance have been. But maybe just give us a little background, what's built into those assumptions? What kind of competitive environment, switcher pool, promotional activity that could affect ARPU as well and seasonality. So just kind of wrapping all into it, what are you thinking in that '21 guidance in that billable side?

Yes. It's really somewhat back to normal. Assuming a normal switcher pool, we're seeing in our footprint, switcher pool already increasing year-over-year in the early part of 2021. Promotional environment, I mean, it's highly competitive in 2020. We're looking for that to just continue into 2021. So nothing in the way of significant increases or decreases with respect to that. And just somewhat of a normal -- return to normal with respect to total -- the factors that contribute to ARPU and customer adds. So that's how we're thinking about it.

Your next question is from Simon Flannery of Morgan Stanley.

LT, just coming back to the opportunity to drive returns, you talked about increasing digital capabilities. You talked about lower store traffic. Can you just give us a sense of how the model will look as we come out of COVID, your ability to drive more things like phone sales activations, care to digital channels and maybe review your retail footprint and other large expense items?

Yes, Simon. So I think that the move to digital that has been driven by the pandemic is lasting, right? So maybe in the past, there could have been people in our industry that would try to claim that managing your phone bill, managing your account is not something that people want to do digitally. And I think you need to take that opinion and throw it in the trash. The expectation of customers is that you have a compelling digital experience, and I think that's going to be lasting. And I don't think that's going to vary by demographic. I don't think that's just only a young person thing anymore or an urban person thing anymore, it's lasting. So what does that mean for us? I think that the switching, the activity of switching is still something that the preponderance of customers, at least for the next couple of years, are going to want to do in a physical store. And so I think that the opportunity to have physical distribution remains. I'm still a fan of physical distribution. But I do think that the makeup of our stores is going to change over time. And so what you can expect to see is smaller stores. I think the days of massive footprints and deep experiential type of stores is over. And so I do think that our stores will get smaller, but I think there still remains a meaningful role for physical retail, certainly when it comes to driving switching. From a digital perspective, then, the digital experience has to focus on customer life cycle management. And so what we have to get comfortable with and we have to align our incentives around is that it is perfectly acceptable for a customer to walk into our store, switch…

Great. Yes, that makes sense. And then a quick question on the TDS side. We've seen a lot of focus in Washington on the digital divide. There's a lot of focus on potential money for -- within an infrastructure bill. Any color on your ability to maybe tap into some of those funding sources to help finance some of the fiber builds? Or even the fixed wireless?

Yes. So Simon, thank you. So we're working on extending the A-CAM program. We're working with industry allies, and we're feeling pretty good. This isn't really something that would cost the government, it would just extend it. So we're looking at a 6-year extension there. We keep looking at, would there be any funding for our fiber builds. Likely not, but we keep looking for it, right? And the reason is the focus is generally an unserved area. And we're bringing -- where we're competing on the fiber builds, there's already a cable provider there. We're very realistic. But we're bringing just a much better network and a much better experience, but not likely for those markets. There's another program coming out to help low income. We already have a nice program to make sure we support low-income providers, but that's generally the focus.

Your next question is from Michael Rollins of Citi.

Just a couple of follow-ups and a separate question. First follow-up is, just in thinking about the revenue opportunities for the wireless business in the future, are you able to size the dollars from expanding the addressable market, whether it's doing fixed wireless access, whether you're considering some edge-out in the footprint, just to sort of size the opportunity relative to the current base of revenues from any new initiatives that you may have? Secondly, just a question on the TDS Telecom side. Can you frame the total number of service addresses you have today when you include all of the cable assets and the telecom assets? And how that total number expands over the next few years with the fiber program? And then finally, in the 10-K, there was a comment that I saw in there that mentioned the Los Angeles SMSA Limited Partnership or LA Partnership is discussing a risk to cash flow, if you could discontinue or significantly reduce distributions compared to historical levels. And was curious if you received any indications or you have any expectation that the LA Partnership may do that in 2021?

Thanks, Mike. We'll tackle those questions in reverse order. So I'll let Doug comment on the LA Partnership. Then Jim or Vicki, if you guys want to tackle the service addresses. And then I'll close talking about the potential sizing of incremental revenue. So Doug, do you want to talk to LA to start?

Yes right, Mike. So yes, the LA distribution, that's a perpetual risk. We don't control that. And currently, we're receiving the distribution. We have no indication that it's going to stop or be reduced in any way. However, at the same time, we don't control that. And historically, there has been times where it has paused for a period of time or been reduced. So it's just a risk that's out there, but nothing that is imminent at this point.

Vicki, did you want to take those service address questions?

You bet. So just to frame total -- the total program that we announced, as you know, we've just increased our fiber program from third quarter we announced in fourth quarter that we're increasing our fiber program to 430,000 service addresses. So when completed, by the end of this year, we expect to complete about 2/3 of that 430,000 service addresses. And -- but the remainder of the build, we can pace, and we're looking at pacing that over a number of years into 2024. So when completed, we will have about 620,000 fiber service addresses in total on the wireline side. And that goal should get us to over 50% of our footprint being fibered up. On the cable side, cable has about 450,000 service addresses. So right now, we've upgraded our cable network. We're offering 1 gig speed through our DOCSIS 3.1 upgrade. And so cable is offering the same broadband speeds as we're offering on the fiber side. And I think going forward, what's really exciting is that we're looking at offering even higher broadband speeds associated with our fiber going forward.

So Mike, I'll tackle your first question. In terms of kind of sizing the opportunity, I'm not going to put a dollar figure behind it, but let me give you just a bit of context about how I think about it. So if I put our prepaid in our business and government business together, currently makes up about 1/4 of our billed revenue. And if you think that we under-index in both of those, right, I think we have the opportunity to significantly grow that 1/4 at a rate that's potentially higher than, let's call it, the business as a whole. It doesn't mean that we don't focus on consumer postpaid, right? So the other data point that I look at, and I've talked about this on past calls is we have significant disparity among our regions when it comes to market share. And if I think, Iowa, Nebraska, Wisconsin, we have market share in the mid-20s, low 30s in places. If I look at some of the other regions, we have market share in the low teens. And so I think there is significant opportunity for us to go take share in some of those low share markets. We have a fantastic network experience in both. It's not like our network experience is dramatically different in those high share markets. And so I think we have the opportunity to grow into those lower share markets, grow into that network that we put in place. In the high share markets, you can expect to see us focusing on ARPU expansion and churn reduction. And so I think all of those are levers of growth for us. And so hopefully, that gives you some idea in terms of sizing of the opportunity.

And just with the branding being U.S. Cellular, do you consider trying to do something across a larger footprint over time? I recognize your scaling your network is in your current population footprint. But given the brand and given the different types of partnerships that have been out there in the past in the industry, have you thought about going broader, going bigger?

So it's certainly something that I think about. I think we've got some proving to do first. I think we have a recipe for success. I feel very comfortable about the -- how we're executing against that recipe. I think our execution in the fourth quarter is a good reflection of it, both in terms of our ability to grow the subscriber side of the equation and the revenue side of the equation, but also keep expenses under control. I think if we can continue to demonstrate that, it gives us the opportunity to, over time, expand into other markets. I don't think that's imminent, but I do think it's something that in the long run, we'll be looking at. We do have nationwide roaming agreements in place. So in the past, right, one of our concerns of our customers was, "Hey, are you just a regional carrier and can I just get that experience regionally?" That's behind us, and we provide an outstanding experience across the entire nation. And so I do think as we execute that recipe, it will give us opportunity to expand. And this continues to be an industry where you have to spend capital and scale matters. And your questions at the beginning reflected that. And if scale matter for us, they also matter to our smaller competitors. And so that may create some opportunity in the future. But at least in the near term, I think we got a pretty good recipe that we have to go execute against. We've got some proving to do, and I think we're well on our way.

So Shelby, I think we're out of time for today. Anybody with any further questions, please contact us, and we look forward to talking with you over the next couple of weeks. Thanks, everyone.

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