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Executives

Phil Cusick - Analyst, JPMorgan Securities LLC

Ken Meyers - EVP and CFO

Jane McCahon - VP, Corporate Relations, Telephone & Data Systems, Inc.

United States Cellular Corporation (USM) JPMorgan SMid Cap Conference December 1, 2011 11:45 AM ET

Phil Cusick - JPMorgan Securities

Hi, it’s Phil Cusick. I cover telecom here at JP Morgan. I’d like to introduce Ken Meyers, CFO of TDS. Ken has been the CFO of TDS for four years now. Before that he was the CFO of U.S. Cellular, it’s been story for long time. So, he is going to give us some quick overview and then we’ll ask some questions.

Ken Meyers

Okay. Thanks. Thanks for joining us, Phil. Thank you for having us, appreciate the opportunity. With me today is Jane McCahon, who is the company’s Vice President of Corporate Relations, so any time anybody has any questions please direct them to her. Also we have the obligatory Safe Harbor slide for all of you’re reading and we get an extra slide this time, we’ve a proxy statement out there right and so we have a additional little legal reading for anybody that can’t sleep at night.

Jumping into the presentation itself, looking around, lot of you may know TDS but TDS has two primary lines of business, we have a wireline operation, a 100% owned subsidiary called TDS Telecom, which is a rural telephone company. And then we have our 86% owned subsidiary U.S. Cellular, other 14% is publicly owned. Talk about each one of them separately.

At U.S. Cellular, our strategy is to compete and differentiate in the marketplace by providing exceptional customer service. We really target the postpay end of the market, we use extraordinarily high network standards and customer service to differentiate ourselves and we use primarily Android-based systems now in our handsets and are in a position now for the first time that probably one of our strongest handset line up sometime.

About a year ago we launched a new marketing campaign called the Belief Program and this was a change to how we do business in this industry that instead of using contracts and contract break fees to keep customers, we actually moved it to where we issued loyalty points. And after the customer’s first contract no further contracts are required and it’s something pretty innovative and actually moved us along quite nicely in the industry.

The result of that program is the company has a very low postpaid churn rate though we still think there is significant room for improvement there. In fact in the third quarter, the third quarter was our seventh consecutive quarter of year-over-year improvement in postpaid churn.

Currently one of our biggest challenges is stimulating growth in gross adds, couple of dynamics there. One, the pool of switchers has changed and shrunk as the industry churns improved. And we spent a lot of time over the last year finding a new CEO with a - from a marketing background and we’ve done a lot of research and marketing. And it’s pretty interesting some of the things that are coming out of the research, turns out that in our core areas, our customer satisfaction rating is higher than anybody we compete against and we only compete against all the big names that are out there.

Notwithstanding how high our satisfaction rate is among our customers but their research also showed quite frankly was that the awareness of all those strengths that we are resonating so well with our customers wasn’t very high with anybody that wasn’t our customer. And so, over the last year we’ve been refining some of our marketing campaigns and our advertising and our messaging to better build that awareness in those people that aren’t our customers. We’re pretty enthused about some of the stuff we are starting to see there.

I talked about handset line up being one of the strongest it’s been in some time. Quite frankly, the company only started offering Android phones for the third quarter of last year and this year, with the Electrify and other products that are in the lineup, we think we’ve got a very, very wide range of handsets that meet all different needs of our customers.

We do not have the iPhone and that was a decision the company not to do that. Interestingly some of the feedback that I have heard is that people have wondered why we didn’t and they and it’s been translated into a network concern somehow. Well network concern was not what was behind that decision, it’s simply a business decision that looked at the whole economics of the relationship and we didn’t see how it worked for us. But it was not a network quality issue or anything like that.

Second to stimulating gross adds, second priority is to continue to drive smartphone penetration and data growth across our markets. In the third quarter about 40% of our devices sold were smartphones, currently about 26% of all of our customers use them and we believe that we’ve got significant growth in that and that belief is based upon some of that research I talked about before.

As we looked at our markets and where we’re strongest and did the typical marketing segmentation, what we found is that the segments that we are strongest and then resonate the best with wasn’t very high penetration in smartphones today, but a preponderance of those customers all said their next phone will be a smartphone. And so we think that we’ve got significant growth available to us in that area. And the effect of that growth could be seen in just to-date can be seen in our ARPU numbers where it’s up about $2, just postpay ARPU is up $2 year-over-year primarily driven by data growth and data growth is a function of having the smartphones in consumer’s hands.

Changing little bit to the technology side of the house, the growth that we have seen in data has helped kind of speed up our plans around rolling out LTE. We are in the process of completing the first phase of that program. We see this probably as not a three-year phase, think about it as a three-year roll out of this technology across all of our markets, I’ll get vast majority of them. The first phase that will cover about 30% of our customers is we’re just finishing up the engineering work on that, starting to do test drives and things like that with the expectation of a retail launch end of the first quarter beginning of second quarter just not sure which side of that line is going to fall right now but clearly next year and then we’ll have a second wave of that about a year after that.

We’re currently utilizing 700 megahertz spectrum to do that roll out. And the lead time item that we’re working on right now is just to the handset and tablets and devices that we expect to have in the first quarter of next year.

Third priority at Cellular is all around driving growth in revenue to improve the margins and long-term return on capital. Our target is an 8.7%. You won’t get that without some more revenue growth this year.

Roaming revenue has been a strong contributor to that growth, really driven by two main factors, one is the explosive growth in data that we talked about, we’ll continue to see that. Second one is a year ago right now we turned on some GSM roaming services up in one part of the country that has kind of created a one-time step up in the roaming that all the comps were worked out through the third quarter.

So, you won’t see that one-time effect, you’ll continue to see the data growth in that area going forward, but you did have a kind of a one-time effect there. One of the other things that we are doing around margins is with the Android handset that we have today. We have, so the newest handsets out there, the Motorola Electrify just through one segment, all the way down to sub $200 cost phones for some of the new entry level plans there.

So, we think that with that wide spectrum of phones we’ll be able to continue to manage the loss on equipment. We are currently in the midst of investing in a new billing system and other back office support systems to improve efficiency and it’s just ongoing efforts across the board because we understand that improving the margins is also one of the critical challenges in front of the company today.

Switching gears for a second and looking at TDS Telecom, our strategy in TDS Telecom which is a rural telephone company is really to continue to evolve that company into a broadband service provider, providing voice, video, as well as data services. Along that line that we have been in this transition for the last couple of years. We are investing in our network -- some companies have got a strategy of not investing and just milking. We think that we can continue to generate reasonable returns in that business and we are investing in that. We have been growing our DSL customers very, very nicely.

Data revenues are up 48% year-over-year. And one of the areas that is actually going to be launched next year is we will be rolling out IPTV to our customers. This is a continuation of a strategy where we’ve been bundling voice, data and video for the last few years. When we do that we get substantially lower churn and we’ve been doing that very successfully with DISH as our video product over the last few years. We will continue to offer DISH, but we are also going to offer the alternative of IPTV over our own network to our customers also.

Another area that we are investing in the wire line side of the house is in building a hosted and managed services business. This is a business that we think particularly fits with who we are, what we do as a network company in terms of high availability and it’s a need that we’ve seen growing from our customer base.

We actually, is almost say backed into this business and that some of our midsize businesses in our rural areas suddenly were looking for places to store their data and we had spaces in our switch rooms and they actually started moving some of their equipment in there and having identified that we are now actually looking at building a presence for midsize businesses that we can both offer to our midsize businesses today.

As well as in some of our CLEC opportunity, markets use that to leverage some of our CLEC services at the same time. Finally, let me just spend a few minutes at some of the things. At the corporate level, we’ve been focused on number of strategic as well as structural issues.

First, we’ve just seen a nice small 800 page document on regulatory changes that a lot of the experts in the firm are still dissecting but kind of put it at the high levels, U.S. Cellular gets about $160 million of annualized ETC revenue today, eligible telecommunication revenue, that is probably about 10% of that is at risk next year, 10% of that will go away, that’s $16 million, it’s easily identifiable.

Offsetting that though are a few things. One is, understand we get that revenue because we have made commitments to provide service in certain rural areas. You do that by putting cell sites. So while we get the revenue and as that revenue goes away, the cell sites that we otherwise will have committed to build are going to go away.

So, that doesn’t translate right to free cash flow going down $16 million just because the revenue is going to go down $16 million. Secondly, that revenue going down is before other revenue sources that are included in that plan could be tapped. There is another $500 million pool that we’re looking at. I don’t know, we aren’t in a position to size what our opportunity is right now but it’s something we’ll look at.

And third, as a result of some of those orders, fees that we pay for interconnection will go down over time, which will offset part of that otherwise less. So, all that stuff is still moving, I can’t tell you exactly how it fits next year, but quite frankly as I think about it, what’s going to happen is next year should be a year of transition, what’s really much more important is how it kind of plays out long term.

On the telecom side, what we see is we’ve had about $90 million in total that comes out of these funds and the initial reaction from our telephone guys are, you know what, this plan isn’t so bad for the company between the various recovery mechanisms that are there, the extended time period that’s involved.

Again, we have a little transition effect next year but they aren’t as concerned about it long term. I can’t put numbers around it yet because they’re still working their way through it and we will as we work our way through it but high level, they’re comfortable with that plan. Regarding the parent company, we also, I mentioned we’ve had a proxy statement out right now.

We are proposing a consolidation of our shares. We’ve got two classes of publicly traded common stock, the common stock and special common shares. We had a proposal out there to combine those on a one-for-one basis. We didn’t get the support we expected from ISS and as a result, we have modified that proposal after talking to a lot of shareholders. And we’re recognizing in effect the historical premium that the TDS common has traded at over the last five years and it turns out to be about an 8.7% premium and so the proposal out there is now is that every special common share would get one common share of common stock.

Every current holder of a share of common stock would get 1.087 of common shares when they’re done. The net effect of that is that you wind up with about 4% share - more shares outstanding. We’re maintaining the per share dividend. So all the special common shareholders wind up with same amount of dividends they had before. The current common shareholders will get about 8% more dividends. At the whole company level it’s about 4% more dividends being paid at the same time. The meeting for that is scheduled, the vote is scheduled for January 13 and we will be meeting with ISS and shareholders and others between now and then to talk about that proposal.

As we have talked with shareholders now that we see fixing our capital structure as one of the things that we need to do but it’s not the only thing. The company is, company and its board, are focused on continuing to grow shareholder value. We’ve got a history of paying dividends over a long, long time. We’ve used a substantial part of the cash over the last four years to buy in shares. We’ve gone through that we’re into our third $250 million share repurchase program. We bought back about 13% of the special common shares over the last couple of years. We are currently out of the market as a result of the shareholder proposal that’s I think we were in the market and active up until that time. And once we’re clear of this, we can go back and do that again.

Company’s balance sheet remains strong. We’ve got significant cash balances. Quite frankly, some of the cash is building in Cellular and we’ve allowed it to build there because we knew we had the LTE investment in front of us. We have been buying some spectrum and we were hopeful that we had if and when or if or when whatever the right words are today, the AT&T and T-Mobile deal went forward that there may have been some acquisition opportunities that may have helped us to strengthen our current market position or do some add-on acquisitions in keeping with our strategy, which is to look at what I would call bolt-on.

You think expanding off of where we are strong; some of the talk about building a national carrier that isn’t kind of where we see ourself playing. Certainly, these are more measured type of acquisitions that we are interested in. If those don’t play out and presuming that we continue through this LTE conversion. We will then have to deal with the cash balances in Cellular and that will be a board discussion that quite frankly hasn’t happened yet given the things that were in front of us in terms of opportunities. So that’s a little bit of our story.

Phil Cusick - JPMorgan Securities

Good. Well, let me ask you a couple of clarification questions and then we’ll open it up. First, I think the most important thing in U.S. Cellular is growing gross adds as you talked about. So you’ve had a year now with the Belief Project. Can you talk about so what kind of traction you’ve gotten and then what you’re going to do, what you’re doing so far in the fourth quarter that’s driving more traction, hopefully?

Ken Meyers

The Belief Project was -- it’s actually, it was basically changed how we went to market, right, I mean it moved off of contracts and moved into rewards and rewarding loyalty and it’s actually been very, very well accepted by all of our customers. I can’t say that it hasn’t produced the growth, what I will say is that the company has not gotten the growth over the last year than it expected. But I don’t like, I’m not going to blame the Belief Project.

Okay, I mean the market changes, competition changes, handsets change everything else. But what we found, as I said, we talk about this research is that those customers that we’ve got are unbelievably strong, loyalty, unbelievably strong customer satisfaction range. We look at something that Bain has coined the Net Promoter Score very, very high.

And what we were, quite frankly, we were surprised that how much, how great the opportunity was to build awareness in those that aren’t our customers and so that’s what we are spending our marketing energy on now is how to better position the company to get that awareness where it needs to be. And so some of it is messaging, some of it is quite frankly looking at distribution, a lot of different things we’re going to look at. But you’re right that is priority number one, okay, it’s not where we needed to be and it’s one that all efforts are focused on right now.

Phil Cusick - JPMorgan Securities

And how do you balance that with the iPhone being in wider distribution now it’s Sprint and Verizon?

Ken Meyers

No, it is part of the competitive picture that we see in front of us. One of the things we play with, but in fact I think that if you look at the handset line up we’ve got today, we like it. I mean would we like the iPhone? Right terms and conditions, we’d like it, all right. But we weren’t willing to accept the ones that were on the table and so you play with what you’ve got. And what we’ve got is an unbelievably strong network; we sit there and walk away with the J.D. Power award for network quality every year in the one region that we’re big enough to be measured by J.D. Power.

We have the same network standards across our whole network; it’s just that there is only one place that we are big enough, okay. You got the same customer service, the same store experience that are all real strong up until a year ago. With the Android phone, this wasn’t in our real house at all. What with the product that we’re getting now, we are very comfortable with it. It matches up well with the iPhone at various levels and so you’re into what I would call basic marketing one-on-one now, okay, it’s advertising, it’s distribution and both of which are being looked at.

Phil Cusick - JPMorgan Securities

There have been a lot of questions about the iPhone. Was it really just a question of dollars at the end of the day or was it a question of sort of a control that you give up on how you go to market and pricing things like that?

Ken Meyers

I’m not going to go there, I’m just saying terms and conditions.

Phil Cusick - JPMorgan Securities

Got it.

Unidentified Analyst

You spent a lot of time and expense going through the process of the share collapse, share consolidation. I think greater than a year in terms of time has been spent on it. Given that investment, what do you intend to do with your new capital structure, your new simplified capital structure?

Ken Meyers

Well, do, I don’t remember do anything now as much as it’s company had a flawed capital structure, okay. It had security that was the economic equivalent of another one that was trading at a big discount that every time we went to use it, we were causing economic dilution to all of our shareholders. We use it for comp plans. We use it in our benefit plans and we’re issuing more of it than we needed to. So, we need to fix that, okay.

Having said that, clearly not satisfied with where the company is valued. So, it’s not a matter of, I want to run out and use it for something, but you got to get fixed before you -- I mean to operate a business with a flawed capital structure. So, this you can never use it if you ever need it, okay. That’s one, I think we had put that on top of our list to get that fixed, okay, we’ll get that fixed and we’ll move down to the next item on our list.

Phil Cusick -- JPMorgan Securities

Can you elaborate on what that next item might be?

Ken Meyers

Not yet. I think we talked about Cellular where we need to grow in margins are the top two items there. We’ve got at the wire line business continuing the evolution to broadband and we will continue to invest and grow the HMS business. As long as we can do that with in prices that make sense for us, we’ll do that and look at other growth opportunities. As the cash balance is built over the last two years, three years now. We’ve been using that cash to buy in shares, okay. We will continue to do that. We’re going to continue to work to grow the company and build value, improve margins and valuation as we do it.

Phil Cusick - JPMorgan Securities

You’re talking about margin and growth as the sort of the two drivers for Cellular, in the short-term, they’re offsetting, right? So, last year, you had a very painful margin quarter, is there a point at which you won’t go below to sort of drive growth this quarter or is it not really an issue at this point?

Ken Meyers

Growth has to be profitable growth, okay, just not growth for growth sake, okay. So, we’ve got there definitely lines that are drawn that you don’t go beyond. I think that in certain respects, so far this quarter, I don’t know that things have been quite as aggressive as they were a year ago just over our marketplace.

Phil Cusick - JPMorgan Securities

That’s fair. Okay. Let’s turn over to the wire line side, can you first talk about the IPTV project, how many homes do you expect to expand to this year or sorry in ‘12?

Ken Meyers

‘12. Do you have the numbers -

Jane McCahon

It’s about 19 new markets.

Phil Cusick - JPMorgan Securities

19 new markets.

Ken Meyers

Yes. I mean, our target is that as we roll that out I think we get to about 30% of all of our homes, biggest part of that roll out happens next year, but it’s not all completed next year, maybe 20% of our homes by the end of next year. But in terms of the average coverage next year that will be like 10% will be your average coverage.

Phil Cusick - JPMorgan Securities

Okay.

Ken Meyers

Right now the economics are targeted to get above 30% of our homes.

Phil Cusick - JPMorgan Securities

And that’s shorter across all your markets on 30% sort of shortest the lengths, is that the way to think about it?

Ken Meyers

Yes.

Phil Cusick - JPMorgan Securities

And what additional capital do you need to put into that, into the network, into the home to make that work?

Ken Meyers

Well, we’ve been spending a lot of the time doing the network upgrades over the last couple of years. The actual capital from next year for that project turns out to be mostly success-based capital. Now it’s going to be the desktop, set-top boxes things like that within their whole capital budget, I think they were like at $150 million this year, probably using 10% for next year.

Phil Cusick - JPMorgan Securities

Okay. And so what’s the home sort of install? I assume you are sort of past at this point with the network upgraded, what’s the install price? Sort of mid-hundreds of millions or can you give us an idea?

Ken Meyers

The all-in?

Phil Cusick - JPMorgan Securities

Yes. Between the going out, doing the truck roll and then the installing of the box.

Ken Meyers

No, I can’t because a lot of the network stuff it was done for broadband as well as - you can’t differentiate those.

Phil Cusick - JPMorgan Securities

But I think of the incremental installed.

Ken Meyers

I said the incremental for next year. When I think about the capital for next year, IPTV is 10% of their capital number, okay. That $150 million number, so probably $15 million is dedicated to IPTV next year.

Phil Cusick - JPMorgan Securities

Okay. You talked a lot about the HMS business. So far you are in this business a little bit, mostly you have your existing switches in this case there and people are putting their own gear. Now you’re starting to put capital into to expand your gear and host on your own equipment?

Ken Meyers

What we’ve done is, we bought two co-location companies, okay. One with two facilities up in the Minneapolis area and one with facilities in Des Moines, Eastern Iowa and the Madison area. Those are strictly co-location operations. We bought a third entity out of the Phoenix area that is more of a services provider, providing services for an ERP platform for midsize manufacturers. Our long-term desire is to actually put together a collection of assets that include the services side as well as the co-location and be able to offer a full suite of services to midsize businesses.

Phil Cusick - JPMorgan Securities

How does that -- I mean, what’s the potential for growth in that business over time? You look three years out, what could that be as a percentage of the TDS revenue?

Ken Meyers

I don’t know. I need you to answer that. No, I’ll say, we’re early on into it, right and there we’ve got various targets that could be half as much again as Telecom is today at one end, right and with a large variability around that number depending upon how a couple of pieces fit together and how the market stays.

Phil Cusick - JPMorgan Securities

Right. And as you think about the TDS capital that will be spent next year and you haven’t given guidance. But you’ve got a couple of initiatives here IPTV and HMS, is there room for incremental dollars to be spent or is it more sort of reallocation?

Ken Meyers

I don’t think there’s going to be substantial changes. I mean, we’ve kind of been running at one level capital down there at Telecom, it could go up or down 10% but I don’t know that it’s not a 30% type of change.

Phil Cusick - JPMorgan Securities

Okay. Let’s go back to wireless for a minute. I am limited in how I can ask this, but can you talk about the M&A landscape in the wireless space both sort of what it looks like for you today and then longer term, how do you see the industry playing out?

Ken Meyers

I was hoping you’d be able to tell me, not that you can’t even ask the question. I’m looking at you for the answers. I don’t know, as a company, we were supportive of this transaction with the right side of kind of regulatory concessions. And I am waiting to see how it plays. I really don’t -- I’m not sure how it plays out right now.

Phil Cusick - JPMorgan Securities

And you talked about you’re not interested in any sort of transformative acquisitions or any divestitures to come out of it?

Ken Meyers

We are interested, our M&A strategy is, with respect to wireless, is to continue to strengthen and leverage the assets we have. So, opportunities to gain market share in markets that we serve, opportunities to acquire adjoining properties where we could leverage our footprint and name recognition that’s what we’re interested in. To buy the rights to go into, I picked on Arizona in the past, to go into Los Angeles where we’ve got nothing to leverage will not be keeping with our strategy.

Phil Cusick - JPMorgan Securities

Okay. Yesterday we saw Leap swapping for the 700 megahertz A license with Verizon in Chicago. Did you look at that license in sort of because you have A spectrum in other markets?

Ken Meyers

We’ve looked at about every license that’s out there. One of the challenges around some A licenses is Channel 51 interference. There is a pretty strong Channel 51 station in Chicago. So, as we look at different things, the ability to change that, took all those into the economics, okay, so good luck. I saw that they got it and they’ll take it from there.

Phil Cusick - JPMorgan Securities

Okay. And can you talk about your own 700 megahertz build in the A band? We’ve heard about issues of getting devices in that band. One of the other people who is planning on building out there has sort of slow-rolled their efforts saying that they are having trouble getting devices?

Ken Meyers

We now have been working with our manufacturers for devices that we believe that we’re going to have them for our first quarter launch, okay. I am not aware of any that puts that at jeopardy. Would we - does it take longer? Yeah, it has taken longer, but I am not aware of any current issues.

Phil Cusick - JPMorgan Securities

Okay. Do you have a question?

Unidentified Analyst

Yes. There’s been a lot of talk about improving operations at USM, growing that business. The problem that I see is that the float is so small in USM that nobody can really buy it. As an investor, one can’t take a large position in USM because it has such a small float. The only way you can really express that is to buy TDS but in buying TDS, you are getting diluted by this declining or deteriorating wire line business.

So, why does it make sense to have the structure that you have, TDS and the 84%, which owns 84% of USM and have 15% floating. It makes absolutely no sense to me and obviously to the market as well because of the way TDS is being valued. Right now, I think if you sort of just do the math the simple math, TDS is trading at a $1.5 to $2 discount to the implied value of USM and that gives no value or negative value to the wire line business.

So, there’s a lot of talk about improving operations but, again, how do we benefit from that, because the only way I see that we can do so is by buying TDS and that hasn’t really worked so well. So can you just sort of talk about that? Thank you.

Ken Meyers

That’s why we’ve been buying TDS. We see it, okay. The U.S. Cellular was created, was taken public carved out in order to keep certain goals, have an acquisition security back in the days of it was growing everything else and so it is what it is, it’s there, okay.

And as we think about the corporate structure today and think about uses of cash, we’re looking at alternatives, okay. And where is our best return, what are the growth opportunities that we can invest in and to the extent that we decide that we’re going to use the cash differently looking at dividends, looking at stock repurchases, okay. And so when I get down to the stock repurchase I then sit there and go where am I capturing more value, okay. And when I can buy TDS and buy it for less than just the implied value of the U.S. Cellular piece that’s what we’ve been doing, okay.

We’ve been trying to capture that and to do it, to do something else kind of walks away from that one opportunity that’s the biggest discount staring you right in the face, okay.

We’ve looked back, in 2005, we looked at buying in the stub, okay. There is a certain amount of economics that one, if I am a TDS shareholder that you can capture if you buy that in, okay. But those economics are limited and understanding how much you’re going to really capture when you do that is one of the kind of fundamental starting parts of that acquisition. So, I understand the issues there, okay. We now don’t have something we’re putting on the table right now that’s going to solve that, okay. The company has been put together the way it has for many, many years and I’m not going to suggest that taking it apart is high priority for the ownership structure.

Phil Cusick - JPMorgan Securities

Any more questions? One more. Yes, over here.

Unidentified Analyst

Just a question, there is this slide about the proxy, now will the company still be dual class if it’s improved I guess that’s sort of the nature?

Ken Meyers

The company has three classes today, okay and this gets rid of one of the classes. So, it will be dual class and it’s all done.

Unidentified Analyst

All right. So the control was dual class [ph].

Ken Meyers

Yes, sir.

Phil Cusick - JPMorgan Securities

We’re about out of time. Thank you again, Ken.

Ken Meyers

Thank you very much.

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