Hello and thank you for standing by. My name is Regina and I will be your conference operator today. At this time, I would like to welcome everyone to the TDS and UScellular First Quarter 2025 Operating Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] I would now like to turn the conference over to Colleen Thompson, Vice President, Corporate Relations. Please go ahead.

Good morning and thank you for joining us. We 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 UScellular websites. With me today and offering prepared comments are from TDS, Vicki Villacrez, Executive Vice President and Chief Financial Officer; from UScellular, LT Therivel, President and Chief Executive Officer; Doug Chambers, Executive Vice President, Chief Financial Officer and Treasurer; and from TDS Telecom, Kris Bothfeld, Vice President of Finance and Chief Financial Officer. This call is being simultaneously webcast on the TDS and UScellular 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, or OIBDA, and adjusted earnings before interest, taxes, depreciation, and amortization or EBITDA to highlight the contributions of UScellular's wireless partnerships. TDS and UScellular filed our SEC Forms 8-K, including the press releases and our 10-Qs earlier this morning. As shown on 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 paragraph in our press releases and the extended version included in our SEC filings. And with that, I will now turn the call over to Vicki Villacrez. Vicki?

Okay. Thank you, Colleen, and hello, everyone. Thanks for joining us. As you will hear today, we are making progress on the 2025 priorities presented back in February, while keeping a close watch on the increased uncertainties in the broader economy and markets. We still expect a mid-2025 closing on the proposed transaction with T-Mobile at UScellular, which is subject to regulatory approval. And the organization has been making great progress on a number of activities in preparation for a successful close. First, in terms of financing, we extended our near-term bank maturities and amended our revolvers to ensure financial flexibility and liquidity going forward as we anticipate the close of the T-Mobile and UScellular transactions. There is also a significant amount of separation, integration, and transition work being done to ensure a smooth transition across both UScellular and TDS. And lastly, we are also focusing on the future organization to ensure we have the appropriate capital, leverage targets and cost structure going forward, rightsized to the remaining business. Our focus is on getting to the finish line with the various announced transactions while repositioning the remaining business for future success. Also, as LT will discuss shortly after the proposed transaction with T-Mobile closes and dependent on UScellular Board approval, UScellular expects to be in a position to declare a special dividend to shareholders. If that occurs, TDS would receive its pro rata share. Those funds from the first closing are expected to be used to prepay -- to repay substantially all of TDS' outstanding bank debt, which will -- was approximately $1.2 billion at the end of the quarter. Currently, TDS does not plan to redeem the Series UU and Series BB preferred stock. If proceeds are received from subsequent closings, including the AT&T and Verizon transactions, TDS' priorities would be to fund and advance its current fiber program at TDS Telecom as well as evaluate the potential return to shareholders. Critical to our mission, we continue to be pleased with our overall progress in the fiber program, which has expanded our footprint over 30% in the last three years and we see further opportunities to grow the program. Briefly on the quarter, as a reminder, first quarter results were impacted by prior year divestitures. In the first quarter of 2024, there was over $40 million in operating revenues from our OneNeck business and $4 million in operating revenues from the sale of certain ILEC at TDS Telecom that did not occur in 2025. I will now turn the call over to LT.

Thanks Vicki. Good morning everyone. As I look at the first quarter results, I'm pleased we continued to deliver solid operational performance, and that's notwithstanding all the efforts and the potential distractions associated with preparing to close the transactions that we announced last year. We delivered year-over-year improvements in postpaid handset results, and we increased third-party tower revenue 6% in the quarter due to both new colocations and escalators on renewed leases. We remain enthusiastic on the long-term potential for the Tower business as the capacity needs of the wireless industry in the coming years will likely drive continued demand for towers. And we expect that the Tower business will be strengthened even further upon the anticipated closing of our transaction with T-Mobile and the initiation of the tower MLA that's part of that transaction. In addition to improved postpaid handset results, the company also continued its focus on cost optimization during the quarter by driving year-over-year reductions in cash costs as operating expenses, including loss on equipment were essentially flat and our capital expenditures declined. This drove $79 million of free cash flow in the first quarter of 2025, and that's an $18 million increase over the same quarter last year. As we mentioned in our year-end call, we expect CapEx to decline in 2025 as we've largely completed our planned 5G coverage builds. However, we will continue to invest in 5G mid-band deployment across our network, so we can meet the capacity and speed needs of our customers with the goal of providing them with a strong network experience. And those subscriber and financial results are delivered on the backdrop of an industry that continues to be very promotionally aggressive and that's even during the typically less promotional first quarter of the year. What we're seeing, in addition…

Thanks LT. Good morning. LT covered the key operational and financial highlights for the first quarter, and I'll provide an update on expected net proceeds related to our pending transactions. As a reminder, given the expected close of the sale of our wireless operations to T-Mobile in mid-2025, we are not providing 2025 financial guidance for UScellular. During our fourth quarter 2024 earnings call in February of this year, we provided an overview of the significant items that are expected to impact net proceeds related to our various pending transactions. As we move closer to the expected close of these transactions, we have further refined these estimates and have included an updated summary on Slides 12 and 13. The spectrum transactions with Verizon and AT&T are contingent upon the close of the T-Mobile transaction, regulatory approval, and other closing conditions. First, as outlined in the securities purchase agreement with T-Mobile, 100 million of the 4.4 billion stated transaction price is contingent on UScellular achieving certain performance metrics prior to close. Based on projected performance relative to these targets through an expected midyear 2025 close, we do not expect to receive most of this $100 million and the purchase price is likely to be much closer to $4.3 billion. Also included in the stated transaction price of the T-Mobile and AT&T transactions are $400 million and $232 million, respectively, of spectrum licenses owned by designated entities in which UScellular is a non-controlling limited partner. UScellular has agreed to purchase the interest of the respective partners in these designated entities and transfers of these interests are pending regulatory approval. UScellular is obligated to pay an incremental aggregate amount of $7 million to the non-controlling limited partners upon transfer of these interests. We expect the transfers of these interests to be approved. However,…

Thank you, Doug. Good morning everyone. Turning to Slide 16. In the quarter, we delivered 14,000 new fiber service addresses, and we remain confident in achieving our goal of 150,000 fiber addresses this year. As a reminder, our expansion markets are primarily in Wisconsin and the Pacific Northwest and therefore, are impacted by seasonality. Now that we have moved beyond the winter months, we expect construction activity and address delivery to accelerate. In the quarter, we had 2,800 residential broadband net additions with 8,300 coming from our fiber markets. Fiber net adds are lower than prior quarters due to the timing of service address delivery. As our builds continue to ramp over the course of the year, we expect fiber net adds to follow. We also made meaningful improvements to our sales and marketing programs, including increases in third-party staffing of our door-to-door sales reps and changes to our internal door-to-door teams. As service address delivery ramps and we've strengthened our sales teams, we are optimistic that we can drive increased fiber net adds and penetration this year. In preparation for the enhanced A-CAM program, we executed on a number of construction contracts with third-party vendors and have begun construction in our first E-ACAM market in Wisconsin. The teams are excited to begin this program as it will bring fiber deeper into these communities. We are also making progress on our transformation efforts that I mentioned at the year-end call. To-date, we've already identified $100 million in annual cost savings expected by year-end 2028. These cost reductions will help mitigate increased costs as we expand our fiber footprint and bring on new subscribers. These initiatives will streamline our operations and enhance elements of the customer experience. We are still in the early stages of identifying opportunities and remain optimistic about…

Okay. Regina, we are ready for the first question.

Our first question comes from the line of Ric Prentiss with Raymond James. Please go ahead.

Thanks. Good morning everybody.

Good morning Ric.

Hey. Thanks for the Slide 12 in particular, the more refinement and granularity on the net proceeds of the transaction. One -- a couple of questions on that slide. Obviously, the designated entity spectrum still require some different approval. Do you expect that's on a similar timeline to approving the whole merger? It's a separate timeline, a delayed timeline? Just trying to think of what that process looks like?

Yes, good morning Ric, with respect to designated entity close, the timing is uncertain. It is dependent upon regulatory approval by the SEC, which we don't control. We did get good news related to our King Street qui tam matter. During the second quarter, we had noticed that the DC Circuit Court of Appeals dismissed claims brought by the relators. That was good news and hopefully, that will bode well for getting FCC approval. We're still waiting on the advantage ruling on that topic. But the short answer to your question is the timing is uncertain, but we're optimistic that we will be able to close the designated entities at some point in time.

Okay. And then I think you also mentioned the proceeds -- net proceeds there would also be the cash flow -- excess cash flow through closing. I think, LT, you mentioned maybe $79 million of cash flow in the quarter. How should we think about that run rate of free cash flow? Is that the right number to kind of look like and think about what it could mean over the next time until you close?

Yes, Ric, I wouldn't take that necessarily as a run rate. I would say we said directionally that our capital expenditures are down in 2025 relative to 2024. So, that is a positive for free cash flow. We're not providing guidance on where we're going to end up that transaction close, but there will be -- we do anticipate an excess amount of cash that will be part of the distribution if and when the board declares a special dividend.

Okay. And then any thoughts on the debt exchange offer? Obviously, how much of that this exchange impacts the purchase price or what debt is left at USM?

Yes. We don't know for certain, obviously, that's going to be in control of the holders. Certainly, we -- it's very attractive debt given that most of it's at 5.5% or 6.25% rate. So, to the extent some of that debt is left over, we would be interested in keeping it. However, we do expect a lot of it to convert. Certainly, portions that are held by institutional investors, given the credit rating differential between UScellular and T-Mobile. We're going to see some amount of conversion, but it's just very difficult to predict where that will end up.

Okay. And one final one on USM side. Tower Company reporting more in line with like a REIT AFFO type of stuff. Is that something we should expect post-closing?

Correct. Yes. As we indicated last quarter, in the first quarter after a close -- first full quarter after close, we would anticipate providing tower company reporting, including AFFO and related metrics.

Great. And one over on the TDS Telecom side, if I could. Obviously, you've talked about the third-party door-to-door efforts. Can you help us understand because obviously, it was a weak quarter on the broadband ads? How is that working out? What are you going to see kind of better net add traction as you head to those targets of year one penetration and ultimate penetrations?

Yes. So, let me add a little more color on our fiber net adds in the quarter. So we delivered 8,300 that was lower than prior quarters due to timing of address delivery. So the addresses that we launched this quarter, 14,000 were significantly lower than prior quarters. That was largely because of the cold weather and our markets largely being in Pacific -- the Pacific Northwest and Wisconsin. And because of our presales model, we see the most net adds come from those initial fiber launches. And so as our fiber address delivery is expected to ramp over the next several quarters, we do expect net adds to follow. And to your point around the door-to-door teams, we have done a lot of great work this quarter to set a great foundation. We've brought on additional third-party resources. We've made some changes to our own internal teams to attract more candidates. So, we feel like we've really strengthened our sales teams. And once that address delivery ramps up, we're in a good position to capitalize that and add more subscribers.

Okay. Thanks everybody.

Thanks Ric.

Our next question comes from the line of Sebastiano Pettiat with JPMorgan. Please go ahead.

Thank you for taking the question. Just touching upon, I guess, in the prepared remarks there that you don't necessarily intend to redeem the TDS preferred. I mean one of the questions that we do get is that on an after-tax basis, those instruments perhaps might be a little came expensive. And so just kind of the thoughts around that in terms of why leaving them outstanding? And then I have a couple of other housekeeping questions.

Yes. Good morning Sebastiano, thank you for your question. I think in my prepared remarks, TDS currently does not plan to redeem the Series UU and the Series BB preferred stock. We -- these are perpetual preferred stock. They're a nice foundational capital going forward that we intend to keep in place as we think about-- Right now, we've made a series of moves to put in place our interim financing and liquidity options post-close to give us time to put in a more permanent structure as we look forward. I think our opportunity right now is to pay down our debt, the $1.2 billion. So, we really like these as foundational capital going forward.

Great. Thank you. And then for Kris, on the $100 million cost program by 2028, any help maybe perhaps contextualizing just the ramp there? And what, if any, benefit you might see within 2025? But just as -- help us think about how that scales up over time as you get to that 2028 run rate phasing over the next several years? And then sticking with Kris, on the TDS side, so the Colorado sales, so I think it's in the Q, $18 million of proceeds. Any help in terms of when you think that might close and what the financial impact could be?

Yes, hi Sebastiano. I'll start with the latter question on Colorado ILEC. So, these were very small. We only had approximately 2,000 subscribers but we're getting, yes, $18 million in proceeds. These were markets that were very isolated, copper market, no economic path to fiber. And so we were very pleased that we were able to find a good buyer for these markets. And it goes hand-in-hand with our strategy to try to minimize our exposure as much as possible on the copper network. And so in terms of -- that helps you with the -- in terms of the magnitude, these are relatively small and any impact has been incorporated in our guidance. And then from a transformation perspective, yes, we're very pleased with our early results on this program. We're just getting started, and we are confident in achieving the $100 million of cost savings. So, this is a cost savings both on the OpEx and CapEx side. So, we do expect some of this to get absorbed by normal inflationary cost increases, cost increases as we expand our footprint and bring on new subscribers. As well as on the CapEx side, we may choose to reinvest some of those proceeds. We're doing a lot of great work right now. We do expect to see some savings by the end of this year, and then that will ramp to the $100 million by the end of 2028. We're not sharing any kind of year-by-year savings at this time, but more to come.

That’s very helpful. Thank you.

[Operator Instructions] And our next question comes from the line of Sergey Dluzhevskiy with GAMCO Investors. Please go ahead.

Good morning guys. Thank you for taking the questions.

Good morning Sergey.

My first question is for LT. On the Tower side, as you are preparing for T-Mobile transaction close and as you're dealing with kind of current colocation demand environment, which is impacted by CapEx slowdown to a degree. I guess what are some of the things that are working well for you right now, even in this environment in terms of getting additional colocations? And what are some of the things that you're working on improving in order to increase third-party colocation ratio as you close the transaction and focus squarely on the Tower business going forward?

Good morning Sergey. I thought I was going to get off Scott-free this call, but I suppose not. Tower business, I mean, as you saw in terms of what we're pleased about, I mean a 6% revenue growth, and that's coming from not just the escalators, which is obviously -- I mean not -- I mean you can brag about them, but that's kind of set and you put them in place and they kind of are where they are. It's coming from ramping from colocation and new amendment activity and new colocation activity that's starting to ramp up. And so we are seeing increased volumes. I think there's a few reasons that we're seeing those increased volumes, and I'll give you three. The first is there probably is some movement from AT&T or Verizon in terms of looking at spots that they currently -- we currently cover for them with roaming. There's probably a little bit of concern, hey, what's going to happen with that roaming post the T-Mobile transaction and do we need to start filling in those gaps by moving from roaming to actually providing service on those towers that we have that are differentiated from a coverage perspective. That's probably one driver. The second driver is we have moved some of our sales and our marketing in-house. So, we went from a -- we went from a situation where we were doing sales and marketing through a third party. We decided to bring those services in-house as we focused more on driving growth in the Tower business. And I think that move is starting to bear fruit. Still very, very early, don't get me wrong. But we control our destiny a little bit more in terms of growth. And so I think that's good news as…

Got it. Great. And another question on the UScellular side. In regards to retained spectrum that is outside of the announced transaction, you mentioned, obviously, the majority of the values there relates to C-band, and there is still some time to monetize the build-out requirements, not kicking in until 2029. So, while you are obviously going to be on the lookout for the right transaction, I guess my question is, in the meantime, do you see opportunities to some productive uses of the spectrum that could provide some revenue-generating opportunities kind of in the near-term, medium term, whether it's leasing the spectrum, whether it's focusing on specific sets of users, for example, in the critical infrastructure industries or other industries? So, kind of your thoughts on that front.

Yes. We're certainly open to it. The problem with that is that when you start generating revenue from spectrum, normally, people aren't interested in paying you to use spectrum that you can then turn around and sell in the next quarter. And so our focus is definitely more on -- when I talk about opportunistic monetization, we mean selling it. There's -- if we don't see a robust market to sell it, we certainly would be open to the concept of leasing it or finding other creative ways to generate some returns on it. But certainly, our focus is on sale on -- selling it and not just the C-band, but the rest of the kind of incremental spectrum that's still left over, much, much smaller in terms of value. But the goal certainly is to sell all that spectrum. The good news for us, and you mentioned this, is we don't need to be in a hurry. We have, in many cases, pretty long build-out time lines. And even if there is -- even if we get close to that build-out time line, the value that's resident in that spectrum and getting a good deal for that spectrum is much greater than the cost that would be required to build it out. And so if we have to, we would be prepared to put some kind of a license saver operational build-out in place for that spectrum. Obviously, we hope not to do that. We'd vastly prefer to sell it, and we think that's the path that will go down. So, that's kind of the way to think about the monetization of not just the C-band, but the rest of those other bands.

Great. And a question on the TDS Telecom side. So, over the past year or year and a half, TDS Telecom has announced and closed on several divestitures, obviously, ILEC properties in Virginia, cable operations in Texas, most recently, ILEC in Colorado. I guess a question for Kris, in general, how are you approaching divestitures in your wireline and cable portfolio? Do you see additional opportunities to dispose non-core assets? And how meaningful could they be kind of over medium term? And what are the main criteria you employ when you decide whether to monetize end market or continue investing in?

Yes, I can add a little more color on that. So we do have a lot of capital needs in front of us. We have both fiber goals with our E-ACAM program and our ongoing fiber expansion program. So, we really are constantly evaluating our portfolio to ensure that we're putting our resources in our most strategic opportunities. And we're especially focused on looking at copper markets that do not have an economic path to fiber because we want to minimize our exposure to our copper network in the long run and ultimately get out of the copper business. And so a lot of these markets are markets that were overbuilt, so they were not eligible for E-ACAM. And given the density of these markets, it just was not economic to then also upgrade these areas. So that -- from a strategic lens, that is exactly what we're looking for. Are these markets that are more isolated, do not have an economic path to fiber, but then they also have to meet our financial criteria. We want to make sure that the net proceeds we receive are greater than what the present value of those cash flows would be to us if we continue operating those markets. And so all the divestitures we've done so far have met those -- that criteria, and we're constantly looking for other opportunities that fit that as well.

Great. Thank you.

We have a follow-up question from the line of Sebastiano Pettiat with JPMorgan. Please go ahead.

Hi. Thanks for getting me back in the queue. Just something I brought up on the call announcement when you first announced the USM sale to T-Mobile, but when we get this question as well from investors, but -- why does USM need to remain a public entity? Is there any sense or any pros and cons from collapsing the structure and the TDS just buying in the remaining -- buying out the minority shareholders and collapsing the structure and minimizing tax leakage from some of the assets -- that asset proceeds down the road here? Just wanted to, Vicki, to the extent you would like to share any thoughts around that would be lovely. Thank you.

Yes, sure. Thank you for the follow-up question. First of all, look, when we closed the transaction with T-Mobile and UScellular, we will be two public companies. And we will have a strong business in place at UScellular with the Towers and the Partnerships, both providing predictable cash flows and attractive margins and attractive growth as we're looking at our Tower portfolio. And then, of course, on the TDS side, we have the fiber program and its profile of attractive returns over the long-term and its investment cycle. So, I think there's any number of paths that we could take longer term. We're not there yet. As you know, right now, we're just really focused on top priorities of getting to a successful close in a couple of months. And there's a sequence of critical steps that we're focused on before close and after close, which I outlined in my comments today.

And Sebastiano, I'll just add from the UScellular perspective, right, the incremental cost to operate as a public company, it's relatively minimal. I mean you're not -- we're not getting a ton of cost savings if you combine the two. And so it really comes down to more efficient and effective uses of capital, more efficient tax flow structures. I'm sure TDS will continue to evaluate that on a go-forward basis. But we don't have some huge incentive at UScellular to try to collapse either.

Thank you, both.

We have a follow-up from the line of Ric Prentiss with Raymond James. Please go ahead.

Hey, we are tag teaming today. I wanted to come back to the question on leverage at UScellular. Doug, I think you mentioned you would post transaction like to keep leverage similar. So, are we talking like 2.5 to 3 turns of leverage at UScellular post-transaction when it becomes predominantly as LT pointed out, a Tower Company?

Yes, I would say closer to 3%, but it really depends also on the debt exchange offer and the residual that is left there that might compel us to go higher given the attractiveness of that debt. But that's in the ballpark, Ric.

Okay. And it really does come down to that how much it gets exchanged. What's the timeframe for the exchange as transaction closes and then what time frame people have?

Yes, it will be launched about 50 days or so before we anticipate a close to make sure we have adequate time to -- for the holders to affect their exchange and there's certain requirements there. So, that's the estimated timing. And once we have an estimated close date that will determine the launch of that offer.

And then expecting to have exchange done concurrent with the closing or shortly after or before?

Concurrent, yes.

Perfect. Thanks for taking [indiscernible].

Yes, thank you.

And that will conclude our question-and-answer session. I'll turn the call back over to Colleen Thompson for closing remarks.

Okay. Thanks again for joining us today. Please reach out to IR if you have additional questions and have a great weekend.

That will conclude today's call. Thank you all for joining. You may now disconnect.