Greetings, and welcome to the TDS and U.S. Cellular Third Quarter Operating Results Conference Call. [Operator Instructions] As reminder this conference is being recorded. I would now like to turn the conference to your host, Jane McCahon, Senior VP of Corporate Relations. Thank you, ma'am. You may begin. .

Thank you, LaTonya. Good morning, everyone, and thank you for joining us. .

I want to make you all aware of the presentation we have prepared to accompany our comments this morning, which you will find in the Investor Relations section of the TDS and U.S. Cellular website. .

With me today and offering prepared comments are Doug Shuma, Senior Vice President, Finance at TDS; from U.S. Cellular, Ken Meyers, President and Chief Executive Officer; Steve Campbell, Executive Vice President, Chief Financial Officer; and from TDS Telecom, 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 website for slides referred to on this call, including our non-GAAP reconciliation.

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 U.S. Cellular's wireless partnerships. For TDS Telecom, these numbers are basically the same. .

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 paragraphs in our press releases and the extended version included in our SEC filings. .

Shortly after we released our earnings and before the call, TDS and U.S. Cellular filed SEC Forms 8-K, including today's press releases, and filed our SEC Form 10-Q. .

Taking a quick look at the upcoming IR schedule on Slide 3. We'll be presenting at the UBS conference on December 4 and at the Citi conference on January 9. Please let us know if you'd like information about any of these events. But also keep in mind that TDS has an open door policy.

So if you are in the Chicago area and would like to meet with members of management, the Investor Relations team will try to accommodate you, calendars permitting. .

And now, I'd like to turn the call over to Doug Shuma. .

Good morning. I'd like to briefly describe the impairment charge recorded this quarter. As part of our annual planning process, all of our business units prepare long-range plans and forecasts. Due to recent 2017 competitive end market factors, which were assessed as part of our annual planning process, management at U.S.

Cellular and HMS revised their long-range financial forecast. Based upon the recent factors, management determined that an interim impairment test of goodwill was required. As a result of this impairment test, U.S.

Cellular recognized $370 million loss on impairment related to goodwill, and HMS recorded $35 million loss on impairment, thereby eliminating all goodwill in each of these business units. TDS will recognize a $262 million loss on impairment. .

The amount of U.S. Cellular goodwill is different at TDS and U.S. Cellular primarily as a result of write-offs at the TDS level several years ago. The competitive environment was one of the factors that led U.S. Cellular to revise its long-range forecast.

Specifically, we believe the introduction of unlimited plans, while popular and useful in attracting customers in the short term, may limit the ability of the industry to monetize data growth over the long term.

HMS revisions reflect lower-than-expected revenue growth in 2017, along with a mix of breadth -- with a revenue mix of lower-margin revenue streams compared to prior forecasts. .

We have made another decision that will take effect for 2018. TDS Telecom's wireline and cable segments share a common strategy to provide best broadband connection in the market.

In order for the TDS Telecom team to focus all of their energies in continuing the successful execution of this broadband strategy, one that will become its own business unit of TDS and will no longer be a segment reporting through TDS Telecom, Terry Swanson, President and CEO of OneNeck and the OneNeck organization will report through TDS corporate as of January 2018.

Specifically, Terry will report directly to Kurt Thaus, Chief Information Officer of TDS. .

And now, I'll turn the call over to Ken. .

Thanks, Doug. Good morning and thanks for joining us today.

First, let me start by saying how proud I am of what the team has accomplished over the last 12 months and more specifically this quarter, notwithstanding extreme pricing pressure, which was a major factor behind the $47 million drop in service revenue, operating cash flow -- I'm sorry, adjusted operating income before depreciation and amortization fell just $10 million, despite the fact that we had 56,000 more handset postpaid net additions this quarter and we were serving more customers using more data.

It was the progress we've made on our cost initiatives that help close this gap. .

While not -- while certainly not calling the job done yet, I am very happy to see that service revenues this quarter were down less than 1% sequentially. It's the smallest decline we've seen in a while. .

Despite these favorable results, we also wrote off all the goodwill the company had on its balance sheet. This goodwill was accumulated in the 1980s, '90s and early 2000s as a result of all the acquisitions that built U.S. Cellular into the regional carrier it is today.

This write-off was triggered primarily by the widening adoption of unlimited plans, in our view -- my view, on their impact on revenue growth across the industry.

While the noncash charge does not impact our adjusted EBITDA or our adjusted operating income before depreciation and amortization metric, this write-off also is not tax deductible, creating the unusual effective tax rate you see this quarter. .

Our top priority coming into 2017 was to protect and grow our customer base. And I'm happy to report the momentum which began with the introduction of our Total Plans in February continued into the third quarter. This quarter, we both grew and retained more postpaid customers. Postpaid handset gross adds were up 21%.

At the same time, we had a very low handset churn rate, just 0.96%. Combined, these 2 factors produced 29,000 handset net additions for the quarter. Our Total Plans played a key role in these results. .

As a reminder, our Total Plans are a pricing construct that simplifies a customer's bill and eliminates satisfaction due to overcharges. One of the options under the Total Plans is the unlimited offering. Total Plans are appealing to both new and existing customers.

We ended the quarter with 1.7 million subscribers on the Total Plans, representing 39% of our postpaid lines. Approximately 31% of those customers are on unlimited plans. .

Anticipating the question, the launch of the iPhone 8 does not have much of an impact on the quarter. Even though we had strong preorders, we experienced typical supply constraints. Additionally, the deferred launch of the iPhone 10 until November further limited any third quarter impact.

However, the iPhone 10 launch is now here and we are excited as we've been working hard to continue building awareness of our Apple relationship. After all, if the customer's going to spend $1,000 on a phone, I would think they'd want to be able to use it on a network that works everywhere, including the middle of anywhere. .

All in, we're feeling pretty good about how we're competing in our marketplaces, with our subscriber results as strong evidence that customers value the Total Plans. We found a good balance of promotional offers to get them in the stores, they love the quality of the network and appreciate the way our customer-focused organization treats them. .

Turning to Slide 11. We continue to invest in our award-winning network to meet the growing data demands of our customers. Last quarter, we launched VoLTE, voice over LTE, in our first market, Iowa. And we are continuing to prepare for the next phase of our VoLTE rollout early in 2018. .

As shown on Slide 7, total data usage has grown 51% on a year-over-year basis and is up 14% sequentially. The sequential move is largely driven by the continuing adoption of unlimited plans. While overall handset data usage averages 3.1 gigabytes per month per customer, customers on our unlimited plans are up to almost 3x as much on usage.

I'm pleased to report that our network is handling this increased data demand within our current year capital plans, and as such, we are not adjusting our capital expenditure guidance for 2017. In fact, what we're seeing is some of this data growth is occurring away from our heaviest usage cells, thus creating a more balanced network. .

Continuing my update on our progress against our 2017 strategic imperatives on Slide 8. We continue to drive high-margin revenue streams with accessory sales and device protection. Our EIP customers are holding their devices longer, making device protection even more important. To meet their needs, we have enhanced our offerings.

And as a result, penetration of this feature has grown to 41%. .

System operations, cost of equipment sold and SG&A. While pleased with the results to date, we are not letting up. We still have more work to do. .

We know competition in our markets from new and existing participants will likely to continue to intensify, which is why we are so focused on positioning U.S. Cellular to compete successfully by driving customer growth and satisfaction now while keeping our customer-focused culture vibrant and driving cost out of the business.

I'm confident our entire organization is able to rise to these challenges. .

In summary, let me congratulate the entire team on these results, especially as we move into this busy holiday season. Now I'll ask Steve Campbell to discuss the financials.

Steve?.

Thank you, Ken, and good morning, everyone. I'll start with a summary of the third quarter highlights. .

First, we achieved growth in both postpaid and prepaid connections. Notwithstanding the growth in the customer base, competitive pricing conditions continued to exert downward pressure on revenues. Total operating revenues of $963 million fell about 6% year-over-year.

Inbound roaming revenues were $37 million for the third quarter, down about $8 million compared to a year ago. This reflects the transition that we've been moving through as the network technology is changed. Over the past year, the mix of data traffic has shifted significantly from 3G to 4G, which has lower rates.

Importantly, while lower data rates are putting downward pressure on revenues, at the same time, they are providing a significant benefit in the form of reduced expenses for our outbound data roaming. .

For the third quarter of 2017, the total dollar benefit of lower data rates on outbound roaming expenses was more than 4x as much as the rate-related reduction in roaming revenues. .

Our cost management efforts have produced good results, with cost reductions in all major areas offsetting much of the year-over-year reduction in revenues. Remember that total operating revenues were down $60 million, while adjusted operating income before depreciation and amortization was down only $10 million. .

For the third quarter, adjusted operating income before depreciation and amortization was $167 million. That's down 6% from a year ago. For the 9 months, it was $523 million, essentially the same as last year's $525 million on $123 million less revenue.

So in light of our year-to-date results, which have been trending a little better than we expected earlier in the year, we're raising our profitability guidance. .

As Doug and Ken both already mentioned, U.S. Cellular recognized a loss on impairment of goodwill of $370 million. .

We have sufficient financial resources and liquidity to meet our requirements for at least the remainder of this year. At September 30, cash, cash equivalents and short-term investments totaled approximately $550 million. In addition, U.S.

Cellular has nearly $300 million of unused borrowing capacity under its existing revolving credit facility and is taking steps to arrange a borrowing facility secured by its equipment installment plan receivables that could be utilized in the future if it's needed. .

Now let's get into some of the details beginning with postpaid connections activity. Postpaid remains the largest and most important segment of our business at about 90% of our total retail connections. We had 191,000 postpaid gross additions in the third quarter of 2017. This included 139,000 handsets, which increased by 21% year-over-year.

The higher gross additions, together with low churn, resulted in 35,000 postpaid net additions, including 29,000 handsets. This represents a significant turnaround from last year when we experienced a net loss of 6,000 connections and a 52% improvement from last quarter when we achieved 23,000 net additions.

We like the improvement in the mix of this quarter's net additions, which is heavily weighted towards higher ARPU handsets. .

Just to complete the picture on our subscriber results. I'll mention a couple of other items. In addition to our handset net additions, we continue to have handset customers upgrading from feature phones to smartphones, including those upgrades, total smartphone connections increased by 70,000.

We also had 31,000 prepaid net additions for the third quarter. Therefore, total retail net additions were 66,000. We ended the quarter with approximately 5 million retail connections, which is about 1% higher than a year ago. .

The next slide provides some detail on the postpaid churn rate. Handset churn for the third quarter 2017 was 0.96%, pretty flat sequentially, but significantly improved from last year's 1.22%. Connected devices churn was 2.33% for the third quarter of 2017, similar to the levels we've seen over the past few quarters. .

Let's turn to Slide 10 to look at revenues. Total operating revenues for the third quarter were $963 million. That's down about $60 million or 6% year-over-year. About 80% of the decrease relates to retail service revenues and the remainder to equipment sales revenues.

Retail service revenues shown in the blue portion of the bars, decreased by 7%, driven by lower average revenue per user, reflective of industry-wide price competition. I'll show you the ARPU numbers in a minute. .

Equipment sales revenues, shown in the gray portion of the bars, decreased 5%. We actually sold more accessories this quarter than a year ago, but we sold fewer devices and also had lower EIP installment revenues as a result of changes in the plan offerings. .

Slide 13 provides some additional information related to postpaid revenue. Average revenue per user for the third quarter of 2017, shown as the blue portion of the bars in the graph at the left, was $43.41, down 8% year-over-year, reflective of industry-wide price competition.

Given the continuing migration to equipment installment plan pricing, average billings per user, which includes installment billings, shows the total amount being collected from customers every month. As you see here, this more inclusive measure was $54.71 for the third quarter, down about 4% year-over-year.

Similarly, average revenue per account, shown in the graph in the right, was down 7% year-over-year, while average billings per account was down only 3%. .

Now let's move to our profitability measures. Adjusted operating income before depreciation and amortization for the third quarter was $167 million, down 6% from a year ago due to lower revenues, as I discussed earlier.

Note that total cash expenses of $796 million decreased by $50 million or 6% year-over-year, offsetting some of the revenue decline, with decreases in each major category. .

There are a couple of items that are particularly noteworthy. Total data usage in our network grew by 51% year-over-year, yet true system operations expense, exclusive of roaming expense, decreased by 3%. Data roaming usage increased by 48% year-over-year.

But due to the shift to 4G and the related rate reductions, roaming expense actually was reduced by 15%. The average off-net usage per customer is still just 5% to 6% total usage per customer. .

Shown next is adjusted earnings before interest, taxes and depreciation and amortization. This measure incorporates the earnings from our equity method partnerships along with interest and dividend income. It totaled $204 million for this year's third quarter compared to $216 million last year.

Equity and earnings of unconsolidated entities includes $17 million from the Los Angeles partnership in both years. .

Next, I want to cover our guidance for the full year 2017, which is shown on Slide 16 of the presentation. For comparison, we're showing our 2016 actual results, which have been recast to reflect the change in the classification of imputed interest income on equipment installment plans effective January 1, 2017.

As I said earlier, we're revising certain of our estimates. For total operating revenues, we now expect a tighter range of approximately $3.85 billion to $3.95 billion.

For adjusted operating income before depreciation and amortization, and adjusted earnings before interest, taxes and depreciation, we've raised the ranges by $50 million and $40 million, respectively. For capital expenditures, the estimate is unchanged at approximately $500 million. .

As we typically do in assessing our guidance, we've made certain assumptions about the impending holiday selling season, including the potential impact of the iPhone 10 launch and its availability. Obviously, how these factors play out over the rest of the year could impact our actual results and where they fall in these ranges. .

Now I'll turn the call over to Vicki Villacrez to discuss TDS Telecom.

Vicki?.

Thanks, Steve, and good morning, everyone. .

We continue to make progress toward our strategic priorities for 2017. This progress is reflected in our continued growth in broadband connections, movement to higher-speed offerings and continued adoption of our IPTV service. .

Moving to Slide 19. TDS Telecom achieved a 14% increase in adjusted EBITDA by maintaining growth in wireline revenues coupled with double-digit growth in cable revenue. Sequentially, HMS revenues improved but were still below last year's level. Overall, total telecom revenues declined 1% from the prior period. .

Capital expenditures in the quarter increased 44% as construction of the A-CAM build-out accelerated as planned. We expect even higher spending in the final quarter of 2017 as we strive to have enhanced speeds available to customers in several A-CAM states by early next year, achieving this all within our original CapEx guidance for the year. .

Now let's turn to our segments, beginning with wireline on Slide 20. We continue to meet the demands of our customers for higher broadband speeds and IPTV services by leveraging the fiber deployments we have made in select ILEC markets.

Approximately 19% of our network route miles are fiber-built as a direct result of our fiber deployment strategy over the last several years. A-CAM, along with state broadband programs, will enable us to drive fiber even deeper into our network, increasing this metric over time. .

We also remain actively engaged with the FCC and are still advocating the A-CAM program to be fully funded to the level of its initial offer by or before the end of the year. This program is most critical to our ability to be able to serve our most rural customers.

Full funding from the FCC will result in higher speeds for our rural customers being built faster to reduce the digital divide. We will update you as we know more. Additionally, we continue to evaluate future opportunities to bring fiber to more service addresses both inside our current footprint as well as in adjacent areas. .

Our network investments are driving positive results, as shown in the metrics on the bottom of the slide. Wireline IPTV connections grew 8%, adding 3,700 connections compared to the prior year. And on average, our IPTV markets are reaching 30% penetration levels. As you know, 94% of our IPTV customers are on triple-play bundles.

In addition, churn continues to remain very low. .

Our residential customers continue to choose higher speeds of up to 1 gigabyte in our ILEC markets, and approximately 23% of our customers are now taking 50-megabits services or greater. That's compared to 18% a year ago, driving a 4% increase in average residential revenue per connection in the quarter. .

Looking at wireline financial results on Slide 21. Residential revenues increased 2% due primarily to continued growth within the broadband product mix as well as growth from IPTV connections. Partially offsetting this growth is a decrease in ILEC residential voice connections, which ticked up to 5% in the quarter.

We are seeing stronger cable competition in our copper markets, combined with the effects of introducing a single-play product without the voice connection to increase broadband growth. .

Commercial revenues decreased 6%, primarily driven by lower CLEC sales resulting from our strategy to refocus the business on serving customers who do not require leased facilities, which lowers cost and increases profitability for that group.

Wholesale revenues increased 13% due to support received under the A-CAM program, which was effective January 1 of this year and is helping to fund our obligations under this program, which are progressing as planned. .

Total wireline revenues increased 2% to $179 million. At the same time, wireline cash expenses decreased 2% on lower employee cost and cost of providing services, offset by the growth in IPTV programming. As a result, wireline adjusted EBITDA increased 13%, improving margins by 360 basis points to 36.7%. .

Turning to Slide 22. We are very pleased with our cable segment performance. Total cable connections grew 3% to 301,000, driven by a 10% increase in total broadband connections. This was the sixth consecutive quarter with double-digit broadband connection growth. As a result, broadband penetration increased 300 basis points compared to the prior year.

These are economically vibrant markets, which experienced 2.5% household growth in the quarter. .

On Slide 23, total cable revenues increased 12% to $52 million, driven by growth in residential connections. Cash expenses increased 6% due primarily to higher programming content cost and the impacts of a billing systems conversion in our Bend market.

As a result, cable-adjusted EBITDA increased $4 million to $14 million in the quarter, improving margin 460 basis points to 26.2%. .

One is Crestview, the acquisition I mentioned last quarter, which is located in Central Oregon, adjacent to our Bend property; and the other is in Colorado, adjacent to a TDS cable property. On a combined basis, these add over 22,000 service addresses to our current cable footprint. .

Turning to the HMS segment and speaking to both Slides 24 and 25. HMS revenues decreased 18% in the quarter. This was driven by a 30% decline in equipment revenue. This decline is concentrated with our largest equipment revenue customers, who, together, account for most of the shortfall.

We believe some of that shortfall will be made up more likely now in 2018 and expect equipment sales from the remaining customers to be more stable. .

Service revenues also decreased 2% due to declines in hardware installation service revenues associated with the lower equipment sales. Hosting revenues were flat in the quarter as customer churn and compression offset revenue growth from new sales. .

Cash expenses were down 16% primarily due to lower cost of goods sold. Other cash expenses were also down due primarily to lower employee-related expenses and sales commissions. Adjusted EBITDA decreased to $1 million in the quarter from $3 million last year. .

As Doug mentioned at the beginning of the call, with respect to HMS, we are now forecasting slower growth in both revenue and earnings, which triggered an impairment test and write-off of the remaining $35 million balance of goodwill in the quarter. .

Now lastly, turning to Slide 26. Given the lower HMS equipment sales, we are reducing and tightening our revenue guidance. We now expect revenue between $1.125 billion and $1.15 billion.

Despite the lower revenue outlook, adjusted EBITDA will remain unchanged at the midpoint, and we have sufficient visibility to narrow that range to $310 million to $330 million.

As I mentioned last quarter, our capital spending will increase through the remainder of the year to support our A-CAM build-out, and we still expect to meet our $225 million guidance target. .

Before I turn the call over to Jane, I would like to close by saying that we are very proud of the investments we have made in both in our networks and the cable companies we have acquired. We are very pleased that they are performing so well, and I would like to thank all of our employees for their contributions to these successes. .

Now I'll turn the call over to Jane. .

Thanks, Vicki. And LaTonya, we can take questions now. .

[Operator Instructions] Our first question comes from Ric Prentiss with Raymond James. .

I had a question on the goodwill charge write-down at U.S. Cellular.

Can you help us understand how much of it might have been related to the unlimited plans? And Ken, your concerns about the ability to monetize that versus the increased competition?.

Ric, I can't break it out at that level because, quite frankly, we don't build it at that level. What I look at is what I -- I'm looking at revenue trends and the ability to monetize primarily the data growth.

I would say, between the 2, in my thinking, it's what unlimited plans do to capping revenue while not capping capital that's pretty concerning in the model. .

Okay.

And on the increased competition, any signs and thoughts about what AT&T doing FirstNet might mean or T-Mobile rolling out 600 in your markets as far as -- is that what you were thinking of as far as competitive intensity with some existing and new guys getting larger? And what are your thoughts as far as those 2 efforts?.

So as we think about the competitive environment that we're in, we are doing a lot with our customer base to make sure that we're meeting their needs, that we've got the right coverage in the right places, the right distribution.

And while we do that, there is no doubt that either because of FirstNet or because of the 600 or because of different partnerships, we may see cable companies, we may see AT&T or T-Mobile in places we haven't seen them before.

Having spent time in the market, what I can tell you is it's taken us 30 years to build the depth of our network that we have in places, and that's not something that's going to be overcome in a short period of time. And we aren't stopping where we're at either.

So competition is -- I'm sure it's going to change, and this organization has adapted well when faced with change, and I expect it'll do it again. .

Okay. And the second question focuses on your cost-cutting. Obviously, a nice job there, able to remove costs quarter-to-quarter. You mentioned the job's not done there. Help us frame it as far as how much more do you have targeted. And maybe you could also talk about it from a margin standpoint.

Margins are still kind of in the high-teens based on guidance.

Can you see your way back in this competitive environment to getting back into the 20s?.

Gosh, that all drives off that revenue question we started with. As I think about it, what -- the organization is doing a very good job of just reducing cost per unit on a lot of different metrics. There are many, many costs in this business that keep increasing.

Your cell site rent is going to go up every year, right? Actual labor rate just go up every year.

But what we've been able to do on the network side with some of the backhaul work, with the work we've been able to do in customer service, actually reducing the level of spend there, the whole organization is focused on what knobs we can change, what work we can take out.

The Total Plans that we have launched this year have really helped, as an example, in customer service because there's fewer questions around things when there aren't overcharges. So we'll continue to work the cost side.

It's really hard to do year-over-year reductions of total cost as opposed to reductions of individual unit items, but the revenue piece just makes that margin question unanswerable at this time. .

Okay. And one final one from me. On ARPU stabilization, you mentioned how it's only down 1% quarter-to-quarter.

But how are you feeling about ARPUs?.

Yes, I'm feeling okay. I mean, we're making changes around some of the offerings. We're testing it in a couple of markets. It wasn't ARPU I was talking about. It was total service revenue that was only down 1% sequentially, which starts to have the benefit of some of the customer gross -- growth offsetting some of that ARPU impact. .

Our next question comes from Sergey Dluzhevskiy with Gabelli & Company. .

The first question is for Ken. So obviously, we saw a high-profile transaction between T-Mobile and Sprint fall apart last weekend. It doesn't look like wireless market repair's coming anytime soon. And obviously, you guys see it as well, and this is in part why you see -- you had goodwill impairment charge for U.S. Cellular.

So T-Mobile and Sprint obviously could get more aggressive in your markets, particularly T-Mobile with the kind of major spectrum. So with this as a backdrop, I guess, what are your expectations for M&A environment going forward? How do you feel about the regional operator model? And how could U.S.

Cellular and TDS participate in potential M&A? And also, I guess the second part of this question, how do you plan to mitigate or prepare for potential intensification of competitive environment in your markets?.

So let's go to the part that I can control, or at least influence, was, what are we doing in our markets? And as I said, we have done a lot over just the last year. And you've seen that in the customer growth that we've actually been able to produce for the last year.

And we're going to continue to do that, right? That's the right products, right price points, right promotion, a new Senior Vice President of Marketing sharpening the marketing mix, working on distribution, rolling VoLTE out into our whole footprint, enabling VoLTE roaming for more and more carriers.

I mean, it's everything you do in a competitive business, and I don't expect that we're going to let up on that whatsoever.

So just as sure as we're going to have somebody enter our market, we're going to continue to expand our offerings and sharpen our pencils on costs and continue to deliver a level of service that, in our markets, is still unsurpassed. So those are the things I can influence.

What happens in the M&A market is something that I get to watch as the big giants do their dance. .

What are your thoughts on -- I guess, from your perspective, I mean, as you look at your company, how can you participate in M&A going forward, I guess?.

Well, I don't think there is any work we're going to do is after one of those 4 guys. We're going to just watch them do whatever they do. .

Okay. And another question for you, Ken, is on towers.

Would you disclose the tower rental revenues for the quarter? And also, could you update us on your strategy for the tower portfolio and your efforts to increase tower rental revenues and third-party tenancy rates?.

So I'm going to let Steve answer the question on what the actual revenue was for the quarter. As I said, we've got VoLTE launched in Iowa now. We are preparing networks in about 4 other market areas for early next year.

We still have -- that will probably get us a little bit over half of all of our market VoLTE next year -- by the end of next year and we still have to finish that. And as I said before, as we're doing this, we are making modifications to the cell sites in certain places.

And having that control over that geography remains a critical part of our whole network strategy. So I don't see us changing our approach on tower ownership. .

The revenue in the third quarter was about $15 million, and that was up 6% from a year ago. .

And we continue to work with and have discussions with other carriers about understanding their needs and where we could help meet those with our towers. That's something that we've been doing for years, and we will continue to do that. .

Great. And I guess, one question on the HMS business. For Vicki or for Doug. So obviously, you decided to reassign it to the corporate segment. It's going to be under corporate control.

I guess, what are the issues in terms of the turnaround? What do you think would be changed under corporate control potentially? And at what point do you guys start evaluating whether it's best to monetize this business?.

Yes, Sergey, it's Doug. Good question. But the corporate control, if you go back to my comments, it was less about that and more about freeing up the telecom team to focus on broadband, which they've done a great job on over the past few years.

From a corporate standpoint, I think it's bringing a fresh set of eyes in, somebody with a lot of experience in the IT arena, somebody who sits on the other side of these managed service offerings and purchases some of those as well as cloud services. So Kurt brings a lot of experience in this area, and we're excited to have him leading it. .

Our next question comes from Barry Sine with Drexel Hamilton. .

I wanted to talk about your discussion on expanding your VoLTE markets. You're in Iowa now, and you've given a number of states. Wondering how expensive that is.

Does that have significant implications for capital spending? And then the implications for revenue potential, would that be expected to move the needle in terms of roaming revenue? Or is that just not big enough to really matter?.

Thanks, Barry. A couple of things. Let's just talk about the investment side first. I don't expect it to move the needle significantly year-to-year. And the reason I say that is that's part of our management philosophy.

We like to keep our investment activity kind of constant year-to-year so that it's manageable as opposed to having big bubbles one year, and then next year, a drought. And as a result, you're having organizational big shifts or trying to get more done than you can do well in any one year.

So when we think -- when we entered the -- started down this path of VoLTE, we thought about it as a multiyear path, which is the same thing we did with LTE before that in every one of the technology changes. So while you may see some small variability year-to-year, I don't like to see like 25% swings and things like that.

From a revenue standpoint, VoLTE itself enables certain services to the customer that we haven't really seen monetized. Things like better voice quality, what's called some rich communications services. We haven't seen much monetization around that, so I don't think there's a lot there. Could be wrong. I hope I'm wrong. But I just don't see it right now.

On the roaming, yes, it could be -- it could move the needle. And that's the whole thought process behind it, is that, in effect, by putting in voice over LTE and working with multiple carriers to enable it, we're, in effect, doubling our addressable market. Before, we were only able to provide roaming services to other CDMA-based carriers.

And now, we'll be able to provide roaming to all other carriers. It's not as simple as when you were just doing voice stuff with CDMA. It takes months to actually operationalize this with each carrier, but that's something that we've been working on. And I'm optimistic that it's going to have a revenue benefit while we're doing it. .

Okay. That's helpful. And then one -- just one more. On the wireline side, you have a number of technologies you're using to upgrade the residential broadband footprint in the ILEC.

Could you give us an update of where you stand, maybe by percentage of access lines, or maybe homes passed, for each of those technologies? And then what can we expect with the cap build-out over the next year or 2, please?.

Sure. Barry, this is Vicki. As I look at wireline, we have been very focused on rolling out our broadband strategy, which has included our fiber investments both within the core business as well as into one adjacent trial market. And so right now, from a fiber perspective, we have about 23% of our service addresses covered by fiber.

And also critically strategic to our copper areas, which is within some of our fiber markets and also in our other core markets, we have been rolling out copper bonding. And copper bonding has been focused to provide up to 15 to 50-megabit speeds, depending on loop lengths.

And in fact, we're even working on bringing copper bonding in 2018 to 100-megabit speeds. And right now, copper bonding is covering about 26% of our service addresses. So just about half of our service addresses are covered with both fiber and copper-bonded solutions. .

And the outlook with -- additional with cap?.

With A-CAM then, A-CAM is providing funding to bring services and speeds up to 25 megabits. And that's covering about 22% of our service addresses. .

Our next question comes from Simon Flannery with Morgan Stanley. .

Great. Ken, you talked about the iPhone cycle a little bit earlier. Do you think this is an opportunity for you to step up your porting ratios, your share gain, given that you were late to get the iPhone. There's a lot of people who have maybe been waiting until there's a new form factor coming out to switch back to U.S. Cellular.

Any evidence of that yet? And then the FCC's got a number of proceedings around microwave spectrum 3.5. I know you're kind of taking a wait-and-see it on 5G.

But how do you think about what spectrum might be important to get in place? And how do you think about those various bands?.

Okay. Well, first of all, I'm going to let Jay Ellison talk about the iPhone question. And then Mike Irizarry, the CTO, is in there. He can share a little bit on thoughts around that spectrum. .

Yes. On the iPhone, just in general, what we've kind of seen, if you'd look at this current product introduction both with the 8, and now, the 10. When we look at them, both tying it together with -- between our presell and launching the store on the 8 and then presell and commercial launch on the 10.

We always see -- I think every one of us carriers see kind of 2 things out of it. But one, we all have some form of constrain on that product, that offering. We all see our kind of initial take rate with any of our kind of techy early adopters.

But when we combine the look of the 8 and a 10 together, we really -- we kind of look at it at this juncture about what we saw out of the 7 last year. So that's kind of what it looks like on today's kind of snapshot.

When we think about growing our awareness, to be continually working with both Apple and ourselves, are doing specific programs leading up to new product introduction that really focuses some of our promotional activity and our base management activity as well as commercially pushing awareness around the iPhone at U.S. Cellular.

And we continue to see our awareness of being able to come to U.S. Cellular and get the latest product as you can anywhere else at U.S. Cellular. And we're seeing incremental growth and awareness externally and, clearly, strong understanding that we carry the iPhone within our customer base. .

Simon, this is Mike Irizarry. So I think -- when we think about spectrum, it's really a function of the use cases that you want to deliver to your customers.

So if you're going to go after fixed and nomadic-type services, you're going to need to most likely have millimeter wave spectrum that gives you that great bandwidth so you can offer high speed and low latency.

But if you want to go after the broadest set of use cases, I think spectrum below 6 gigahertz, 3.5 being one of those that you mentioned, are great spectrum candidates to deliver a myriad of 5G use cases.

I'll also say that having a good amount of low band, which I think we do, sets you up nicely to leverage your 4G investments as the foundation for any 5G strategy that you may want to go after, but we're following the activities around the FCC and 3.5 very closely because we think it is very good, promising spectrum. .

In fact, I'd go one step further. We aren't just following it. We are making sure that our voice is heard.

There are some concerns we have with some of the current [ guidely ], I'll call them guidelines, because they haven't been officially passed yet, right? But the size of the license area is something that we've always -- we weigh in on, the size of the potential licenses.

How big -- are there going to be, what, 7 100 megahertz licenses? Or are there going to be -- 3 200s and 1 100. The more licenses that are available, the more smaller carriers like us have an opportunity to participate. Where they all go with just real large licenses, it probably eliminates some opportunities for us.

So we are actively talking to regulators to make sure that they understand the impact of some of their decisions. .

Right. And just a quick follow-up. The upgrade rate in the quarter, I'm not sure if you gave that. And it's been pretty low in the industry.

Do you think that's just a timing issue with the iPhone 10 being delayed? Or do you think, to your earlier point on EIP installments, that we're moving to sort of a lower -- a longer cycle and we'll see lower upgrades even in the fourth quarter?.

Well -- Simon, it's Steve. Our upgrade rate in the quarter was about 7.5%, and that's down from a little over 9% last year -- quarter. And I don't know if it's necessarily pent-up demand for the next iPhone as much as it is the lengthening in how long customers are holding their devices in this -- the advent of EIP offerings.

So remember, a while back, it was fairly typical that carriers were upgrading their customers at 18 months. Now that customers are buying devices under these longer-term installment plans, we've actually seen that upgrade cycle lengthening to roughly 30 months. So I would say the upgrade rate is probably more reflective of that than pent-up demand. .

Our next question comes from Michael Rollins with Citi. .

Ken, can you remind us, when was the last time in U.S.

Cellular that you took an impairment for the value of your assets?.

That was in 2013. And it was when we had a couple of our markets, New York 1 and 2, that we were de-consolidating. And in connection with that work, we did an evaluation. And we had a fairly modest impairment loss. I want to say maybe in the range of $30 million. .

And that was specifically to the related to New York 1 and New York 2?.

Yes, the de-consolidation of those investments. .

Was there any other time that you did an impairment that didn't have to do with a transaction, but was just a revaluation of the business?.

Not -- I would say not in recent years. Certainly, not in the last, say, 5 to 6 years. .

And when you consider this, did you also consider the value of the assets to a third-party? Or just the value of the assets based on your own cost of capital?.

I'm going to let Doug answer that. This is a very specific accounting rules-driven test one has to do that doesn't look at current operations or anything else. Doug, if you want to [indiscernible] too technical. .

I'll try to keep this eye level. Good question. It's really a discounted cash flow analysis rather than a, what's the value of each individual asset analysis? So you might get a very different answer. And we use a weighted average cost of capital attached to U.S. Cellular, not anybody else in the marketplace. So it's a very rules-driven test. .

And just the last thing on this, and thanks for bearing with the multipart question.

So if this is your view of valuation, which balance sheet accounts should investors add together and piece together to get a view of what your valuation is for the business right now? So if you had to revalue the assets that led down to the impairment, are there like a few different accounts they can add -- investors can add together and get a sense of how you're valuing U.S.

Cellular today?.

No. That's not how the test works, Mike. .

So then -- it's a markdown in value, right?.

It's a write-down of goodwill. .

It's a specific account, Mike, that was on the books for -- as a result of acquisitions done many years ago. And that account goodwill, which is an intangible asset, has been written off. No other -- you don't get to write up any other assets. Nothing else is impacted. It was just one account.

I'm answering your question or not?.

Our last question will be from Phil Cusick with JPMorgan. .

This is Eudora Erickson on for Phil.

Can you talk more specifically about competition in Iowa with iWireless and how you're preparing for changes after T-Mobile's acquisition of the company?.

So we have seen no impact from that. We've been competing against iWireless for years. A company that T-Mobile has owned. We are actually quite happy with what's going on in Iowa right now. Specific steps we may take will be driven by what we see in the marketplace. There isn't anything as -- the network is in great shape.

The -- I'm happy with our distributions. We're just there last week, and we've got high levels of customer engagement. So there's nothing that I'm being overly reactive about at this point in time. .

Great. And if I can ask a second one in regards to roaming.

Can we expect further roaming rate declines going forward? Or has this cost save been taken for the foreseeable future?.

I don't know that it's answerable. The most part, we have entered into a lot of new agreements that we're seeing the effects of. What happens with future negotiations, we'll see when we get there. There's nothing on the table right now, but I can't begin to guess where it goes next.

I'm pretty happy with the structures that we have in place right now, and we're looking at just simply operationalizing all the different agreements so we can start to serve more customers sooner. .

Thank you. At this time, I would like to turn the call back over to management for closing comments. .

Thanks for your time this morning, and please let us know if you have any additional questions. .

This concludes today's teleconference. You may disconnect your lines at this time, and have a great day..