Jane McCahon – VP of Corporate Relations Douglas Shuma – SVP and Controller Ken Meyers – President and CEO Steve Campbell – EVP of Finance and CFO of TDS Telecom Vicki Villacrez – VP of Finance and CFO of TDS Telecom.

Simon Flannery – Morgan Stanley Rick Prentiss – Raymond James Michael Rowland – Citi Investment Research Phil Cusick – JPMorgan Sergey Dluzhevskiy – Gabelli & Company Arun Seshadri – Credit Suisse Barry Sine – Drexel Hamilton Kevin man Dino – RGG Capital.

Greetings, and welcome to the TDS and U.S. Cellular Second Quarter Operating Results Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions) As a remainder, this conference is being recorded.

I would now like to turn the conference over to your host, Ms. Jane McCahon, Vice President of Corporate Relations TDS. Thank you, ma’am, you may begin..

Thank you, Latonya. Good morning everybody and thanks for joining us. I want to make you all aware of the presentation we have prepared to accompany our comments this morning, which you can find on the Investor Relations sections of the TDS and U.S. Cellular websites.

With me today and offering prepared comments from TDS, Doug Shuma, Senior Vice President and Corporate Controller; from U.S. Cellular, Ken Meyers, President and Chief Executive Officer; Steve Campbell, Executive Vice President and Chief Financial Officer; and from TDS Telecom, Vicki Villacrez, Vice President Finance and CFO.

This call is being simultaneously webcast on the TDS and U.S. Cellular Investor Relations websites. Please see the websites for slides referred to on this call, including non-GAAP reconciliations.

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 versions included in our SEC filings.

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

Taking a quick look at upcoming conferences, TDS will be presenting at the Drexel Hamilton Conference on September 30, New York, and will be hosting an analyst and investor visits during CTIA on September 10. We will also conduct our annual European roadshow from September 29 through October 03.

Please let us know, if you’d like information about any of these events. And keep in mind that we have an open door policy, so that if you are in the Chicago area and would like to meet with us and members of management, the IR team will try to accommodate you, calendars permitting.

Before we turn the call over to Ken, Doug Shuma will review second quarter accomplishments at the enterprise level.

Doug?.

Thanks, Jane. Turning to slide 4, we continued to execute on our capital allocation strategy and review our portfolio to optimize performance. In the quarter, we returned value to our shareholders in a form of $17.3 million in TDS share repurchases another $14.5 million in dividends. U.S. Cellular repurchased $6.3 million of its shares.

As we probably saw last week, both TDS and U.S. Cellular filed amendments to their credit facilities to increase their leverage covenants. Due to our conservative approach to funding the business and maintaining strong levels of liquidity, we hope this change was necessary due primarily to the temporary cost associated with billing system.

As a result of the change, our current debt to EBITDA test will increase to 3.75 times that ultimately reduced back to 3.0 level in 2017. As our business units were to grow profitability and earn their cost of capital overtime, TDS Telecom identified four small nonstrategic ILECs which we do not believe could meet return objectives.

During the quarter, we entered into agreement to sell the four companies and expect the transaction to close in the third quarter. Also during the quarter, TDS purchased two small tuck-in cable companies in its Baja market. Vicki will provide additional details. U.S. Cellular continues to look for opportunities to monetize its nonstrategic assets.

As we have previously announced, U.S. Cellular is already sold more than $400 million of nonstrategic spectrum. Given the significant current valuation of the spectrum, U.S. Cellular is continuing to look to monetize other non-operating spectrum. Subject of course to the anti-collision roles associated with the upcoming auctions.

After the sale of the non-core towers, we are making very good progress and hope to launch it in the second half of this year but do not have any further details at this point. Before I turn the call over to Ken, I wanted to comment on our preliminary thoughts regarding the recent transaction announced by Windstream.

Is anyone who is known TDS over the years would agree, we are all about minimizing taxes as such this is very interesting deal and one will examine. We need to gain a deeper understanding of how this will deploy our specific circumstances and financials and more importantly the implications for operating and strategic flexibility.

As you have heard say in the past, we consider our network assets very strategic. Clearly, we need additional time to evaluate so we won’t have any more to say on the matter at this time. And now, I will turn the call over to Ken Meyers..

Thanks, Doug. Good morning. And thank you for the opportunity to talk about the progress we’re making against our two most important strategic priorities for this year. Turning around customer growth metrics and driving revenue growth, as we have discussed and it is shown on slide 6, driving subscriber growth is our top priority.

This is a function of both increasing gross ads and managing churn. We continue to have real success attracting new customers to U.S. Cellular.

Core postpaid gross additions for the second quarter increased 15% over the last year with June being the first positive month of postpaid net additions since 2012, and we continue that positive trend in postpaid growth again in July.

We’ll take a few minutes to talk about some of the factors that are helping us win over and in many cases win back customers to U.S. Cellular. The biggest year-over-year improvement comes as you would expect from the addition of the iPhone to our device line up.

We continue to like the mix of iPhones in our sales, representing about 32% of smartphone sales this quarter. In fact we’ve already fulfilled our first year commitment to Apple. As you may recall in October 2013, we launched our shared data plans which we called Shared Connect.

We now have 22% of our postpaid customers on these plans, up from 13% from the first quarter, an average device per count rose sequentially from 2.39 to 2.46 devices per count.

We’ve seen great take rates on these plans reflecting the underlying trend of smartphone adoption, which went combined with the strong growth in data consumption has increased average revenue per user and average revenue per account. On April 07, we introduced our equipment installment plans.

Steve will provide additional information on the accounting details and the impact on our financials in a moment. But the key point is we’ve seen steady adoption of these plans since introduction. The 15% of our smartphones sold to customers in the second quarter for an equipment installment plans and that rate increased throughout the quarter.

For June, this metric increased to roughly one out of every four smartphones sold to our customers. While the sales team is getting success, who are at the top of the funnel, other parts of the organization are intensely focused on serving our customers and thereby reducing churn, we are making good progress along that front also.

As you can see from the churn chart on Slide 9, voluntary churn continues to improve as customer service levels have returned to a traditional high standards and we have the products and pricings at our current customers want.

Involuntary churn customers were shutting off for not paying their bills have also continue to improve and is approaching more normal historical levels. Improved churn, combined with the success we’re having attracting new customers allowed us to stabilize and begin to grow our customer base again.

I am very proud of our June results and the momentum which continued into July. Two months do not guarantee that we reverse the customer trend but it’s a pretty good start and one we’re excited about in terms of the direction we’re heading.

Slide 7, in order to improve margins, we must not only turnaround subscriber results, we must also drive additional revenue growth on top of that. In the iPhone and other new LTE devices to our smartphone portfolio has accelerated smartphone penetration, now at 55%. And over 85% of those smartphones had LTE.

Our Shared Connect data plans are being well received by our customers and should allow us to capitalize on skyrocketed data consumption. Connected devices provide an opportunity to increase data usage and thus revenue per account without significant subsidies.

All of these activities are translating into additional data usage and ARPU with core postpaid average revenue per unit up 4% over last year despite the volatile pricing environment.

Speaking of pricing, we’ll continue to adjust the pricing environment to ensure our customers get not only a great network experience in all of our markets but also receive a very competitive value. Adoption of equipment installment plans will shift revenue from service to equipment, so more of our discussion going forward will be on total revenue.

All in all, I feel like we’re making progress. We still have much to accomplish in terms of financial performance, but stabilizing our customer base was job one and our entire organization should be proud with the results for their effort today to make this happen. And now, let me just turn the call over to Steve Campbell.

Steve?.

Thank you, Kevin. Good morning, everyone. As I begin my comment, I want to highlight that the year-to-year comparability of the financial statements contained in our press release is impacted by two significant transactions that occurred in 2013. The deconsolidation of the New York 1 and 2 partnerships in April and the divestiture of the Chicago, St.

Louis, and other Midwestern markets in May. Therefore to facilitate your understanding of our business performance for the second quarter, we’re including in today’s presentation and we’ll focus primarily on comparative operating and financial results for the core markets, where we’re now focused.

These results presented for the core markets remove the impacts of the aforementioned deconsolidation and divestiture transactions. So beginning with customer results shown on slide 8. In the core markets, postpaid gross additions for the second quarter of 2014 were 190,000 an increase of 25,000 or 15% compared to a year ago.

Postpaid churn for the quarter was 1.7% up from 1.6% last year, resulting in a net loss of 26,000 customers for the quarter, quite an improvement of 27,000 from last year’s result. I’ll talk more about postpaid churn in a minute. In the prepaid segment, there was a net loss of 4,000 customers down from net additions of 8,000 last year.

The decline here resulted primarily from the lower gross additions in the national retail channel. For retail customers in total there was a net loss of 30,000 customers this year compared to a net loss of 45,000 last year. The improvement reflects the increase in postpaid gross additions that I have mentioned previously.

I want to say a few more words about postpaid churn in the core markets. The chart on slide 9, shows postpaid churn over the period beginning in January of 2013 and continuing through the end of the second quarter of this year. As you can see churn continued on a downward trend in the second quarter.

Voluntary churn shown by the green line has improved steadily since the fourth quarter and is now below last year’s level.

Involuntary churn shown by the purple line spiked in the first quarter of this year as we resumed our normal collection practices following the billing system conversion but is now trending lower, now that we have worked through the collections backlog.

As Ken discussed, the net result of these improvements was a turn to positive postpaid net additions in June and preliminary results for July are positive as well. Slide 10, shows the trends in smartphone sales and penetrations in the core market.

During the second quarter, we sold 460,000 smartphones which represented 79% of total handset sold and 73% of total devices sold. A year ago smartphones were 66% of the total units sold.

Smartphone penetration increased to 55% of our postpaid subscriber base up from 46% a year ago, so we still have a substantial number of postpaid customers with basic phones which provides us with a good opportunity to upgrade these customers to smartphones and drive additional data usage revenues.

We are also seeing good progress in the adoption of 4G technology. At the end of the second quarter, 85% of all smartphones on our network were 4G capable. This is an important point it means that 85% of our smartphones are providing customers with a high-speed 4G experience on a best-in-class network.

We expect that the higher smartphone penetration when combined with our Shared Connect data plans will allow us to capitalize on the continuing growth in data consumption.

The penetration on these plans is now 22% up from 13% last quarter and we are pleased with the results that we are seeing with respect to the mix of shared data packages being selected by customers. These activities are translating into increased ARPU.

As shown on slide 11, postpaid ARPU in the core markets grew by 4% year-over-year to $56.82 despite the recent volatile pricing market and the new equipment plan offerings in the second quarter which cause a modest shift from service revenue to equipment revenue.

Looking ahead, we believe there is considerable uncertainty regarding future pricing moves. As Ken said earlier, we’ll continue to adjust for the pricing environment to ensure that our customers get not only the best network experience in all of our markets but also very competitive value.

Also continuing customer adoption of equipment installment plans in the future will shift revenue from service to equipment. Turning now to our financial performance. Total operating revenues in the core markets for the second quarter were approximately $958 million, essentially flat year-over-year.

As to the components, service revenues were approximately $844 million down $24 million or 3% from last year. The majority of this reduction occurred in retail service revenues as the impact on the smaller customer base and the introduction of equipment installment plans offset the growth in ARPU that I just mentioned.

Importantly, service revenues are almost flat with the previous quarter and we expect them to grow as we begin to rebuild our customer base. Inbound roaming revenues decreased $4 million or 7% due primarily to lower roaming rates.

Other revenues declined by approximately $3 million reflecting lower ETC revenues due to the FCC’s phase down of the Universal Service Fund Support. As mentioned last quarter, the FCC indicated at its open meeting in April but it intends to delay the next step in the previously announced phase-down of the U.S.

F support which was scheduled for July 1, while it completes its work on the Phase II mobility fund. We don’t yet know any of the particulars of the FCC’s plan so we can’t predict either how long the delay will last or how the FCC will structure and administer the mobility fund.

Equipment revenues increased by $30.7 million due primarily to the new equipment installment plans. Slide 13 shows additional financial information for the core markets. In summary, adjusted income before income taxes for the second quarter of 2014 was $122 million.

The decline of approximately $68 million year-over-year reflects the impacts of the smaller customer base, the decline in ETC revenues, the continuing rollout of LTE into the network and the continuing migration of our customer base to 4G LTE smartphones. As I mentioned a minute ago, service revenues decreased by about $24 million year-to-year.

The other major factor in the year-over-year change was lost on equipment which add approximately $158 million increased 25 million or 19%. LOE was driven by the continuing shift in mix the sales of smartphones overall and sales of higher cost 4G devices including iPhones and of course by industry competition.

Some of the upward pressure on LOE was offset by the impact of the equipment installment plans which favorably impacted equipment revenues in the second quarter. Overall on a net basis the average loss per unit sold increased by 27% from $197 to $251 this year.

We expect that the equipment pricing will continue to be very aggressive across the industry in the coming months and that our cost will be impacted by the continuing shift in mix the smartphones overall and to 4G devices. However, we expect to offset the subsidy somewhat through programs such as the equipment installment plans.

SG&A expenses were up $11 million in the quarter about 3% primarily due to higher bad debt expense. Slide 14 shows financial performances for the total company on an as-reported basis and doesn’t reflect any adjustments to the 2013 figures to eliminate the effects of the deconsolidation and divestitures transactions.

Continuing on Slide 15, total company consolidated net loss was $18.8 million or $0.22 per diluted share versus net income of $143.4 million or $1.69 per diluted share of last year which included the gain from the divestiture. Adjusted free cash flow for the second quarter was $19 million.

Cash flow from operating activities was a $149 million down from $225 million last year due to lower operating income. Reimbursements of costs related to the sling divestiture transaction were approximately $23 million.

We’re including the reimbursements here because of the cost which they relate are included in cash flows from operating activity shown just above. This provides a better matching and representation of actual cash flows from operating activities. In a statement of cash flows the reimbursements are reported, as proceeds from divestitures.

Cash use for additions to property, plant, and equipment in the quarter was $153 million, reflecting significant expenditures for our LTE network as well as for additional billing system enhancements and the purchase of an office building in Tulsa, Oklahoma that houses one of our customer care centers.

Slide 16, provides an overview of how we’re accounting for equipment installment plans. At the left of the slide we show the portion of total plan revenue that is recognized at the time of sale depending on whether the plan involves an upgrade option along with whether we input interest depending on the term of a plan.

We’re establishing an allowance for potential bad debts based on our historical experience and depending on their credit worthiness customers may be asked to make a deposit. At the right, we’ve indicated the directional impacts of the installment sales as a plus or minus on the income statement and cash flow statement for the full year.

These impacts are based on comparisons between how we account for installment plan sales and subsidy model sales. During the second quarter we had about 90,000 installment transactions for which we have recognized just over $30 million of equipment revenue.

At June 30, our balance sheet reflected approximately $44 million of accounts receivable a portion classified as short term and the reminder as long term and $16 million of deferred revenue related to these transactions. I want to make just a couple of other comments about U.S. Cellular’s balance sheet.

Overall, the balance sheet is very sound and we have significant liquidity and financial flexibility together with expected cash flow from operations to meet our anticipated financing needs.

As Doug briefly mentioned earlier, we have recently amended the leverage coverage ratio covenant in our revolving credit agreements so as to create additional flexibility. Cash collections improved during the second quarter and customer accounts receivable are down nearly $100 million or 24% from the yearend level.

At June 30, cash and short term investments totaled $444 million and we have about $280 million of unused borrowing capacity under our revolving credit agreement.

Additionally, as Doug mentioned, we continue to access opportunities to monetize non-strategic spectrum holdings and are starting to get some traction on the monetization of the towers in the divested markets. Slide 17 shows our 2014 full year guidance.

As you know, we didn’t provide guidance earlier this year given the high degree of uncertainty in a couple of areas for example industry pricing and churn. We didn’t feel that we could provide guidance with a high degree of confidence.

However, at this time as we begun to stabilize the subscriber base through improving gross ads, churn it is more reflective of historical results and improvements in customer service levels, we feel that we are now in a position to provide guidance.

To be clear, we still believe that there is a high degree of uncertainty regarding the competitive environment and the potential impacts on our results. However, we do feel that we have better visibility now and want to be as transparent as possible with investors. So with that said, we expect total operating revenues of $3.9 billion to $4 billion.

Note that we are now providing guidance for total revenues rather than service revenues given the effects of equipment installment plans. We expect adjusted income before income taxes between $350 million and $450 million. And finally the previous guidance for capital expenditures of approximately $640 million is unchanged.

And now I will turn the call over to Vicki Villacrez, Vicki?.

Okay, great, thanks Steve, and good morning everyone. Turning on slide 19, at TDS Telecom we continue to execute our strategic priorities to drive growth in areas that will enable us to be successful and improve our returns. To the sense, a number of transactions we’re entered into during the second quarter which I will highlight in my overview.

First our wireline segment had another solid quarter. We are very pleased with the uptake of IPTV and are ahead of schedule with our rollout as new markets this year. We have completed the build-out for the majority of our broadband stimulus market and are seeing strong broadband growth.

Cost reductions had a meaningful impact on our overall profitability driving a 14% increase in adjusted income before income taxes. This is the fifth consecutive quarter the wireline has increased its adjusted income before income taxes year-over-year as the entire organization continues to stay focused on cost improvement activities.

As a result of continually reviewing all of our operations, we agree to sell four, small ILEC territories including three Missouri locations and one in Oregon. Our costs and demographic metrics in these markets did not support the capital investment required to be the most competitive data service provider in these markets going forward.

In our cable operations, we are continuing to work to upgrade our video products with about 20 new channel launches across various Baja market.

Additionally to drive broadband penetration, we adjusted our pricing to be more competitive including new emphasis on our 50 megabit product as our lead promotional speed and 100 megabit as the premium service.

During the quarter, we acquired two markets passing approximately 9700 homes in Lovington and Socorro, New Mexico which are near several existing home markets. We plan to upgrade video services and add internet service options to customers in both markets through the build out a fiber to the home network.

These tuck-in acquisitions will allow us to leverage our cable infrastructure and we will continue to work for similar opportunities.

The acquisition of BendBroadband essential Oregon based cable operation which includes data center operations remains unscheduled to close in the third quarter and we are meeting regularly with management to ensure a smooth transition.

Our hosted and managed services business OneNeck IT solutions continue to make progress on its mission to cross-sale our full fleet of IT solutions to mid-market customers. OneNeck generated a 7% growth in reoccurring hosted revenues in the quarter.

Moving to second quarter operating results on Slide 20, we had a very good quarter, excellent results from our wireline as expense reductions more than offset declines in wholesale and regulatory revenues.

Cable operations are positioned for growth and HMS produced 64% growth in total revenues and 19% growth on service revenues as we continue to integrate acquisitions. On a consolidated basis, telecom revenue increased 21% driven from both the Baja Cable acquisition and the MSN acquisition.

Adjusting for the impacts of these acquisitions, revenues were down 1% year-over-year.

Adjusted income before income taxes, which is essentially operating cash flow for Telcom, grew 18% year-over-year or $11.3 million to $72.9 million in the quarter, primarily driven by $8.2 million of increased contribution from the wireline operations and the $4.4 contribution from the Baja acquisition.

Without the effects of acquisitions, the business grew its adjusted income before income taxes 10%. Looking at wireline results which are shown on Slide 21, growth in data and IPTV on the residential side and managed IP on the commercial side offset the decline in legacy voice services.

Wholesale revenues declined 4%, primarily as a result of changes in a regulatory recovery and continued decline in minutes of use. As a result total wireline revenues declined less than 1%. However, due to cost control initiatives, SG&A declined 16%, and cost of services declined 2%, from the same period last year.

As a result, operating cash flow margins in the wireline improved 550 basis points, which drove a 14% increase in adjusted income before income taxes. In the quarter, despite a very high ILEC residential broadband penetration of 71%, we added 4,200 broadband net ads.

This growth was driven by new data services launched in stimulus markets as well as triple-play sales in IPTV markets. We are nearly complete on our broadband stimulus project, providing service in 42 of the 44 markets enabling 30,000 service addresses for high speed data.

As shown on Slide 22, residential broadband customers are increasingly choosing higher speeds in our ILEC with 38% choosing speeds of 10 megabits or greater, which is up from 31% last year, driving increases in our average revenue per connection. We’ve been very pleased with the overall IPTV uptake and average revenue per connection results to date.

IPTV connections grew over 73%, adding 7,700 subscribers compared to the prior period. Some of this success is attributable to our Fiberville marketing campaigns. The pre-order service and advance of turn up accelerating the early take rates we are seeing.

In our newer fiber markets, we are offering up to 300 megabit data speeds and in two markets we began offering 1 gigabit service. 97% of our IPTV customers are taking a triple play bundle.

In the table on the right, average revenue per residential connection increased 2%, primarily reflecting increases from the IPTV rollout and price increases for higher speed data services.

On the next slide, our commercial voice and data communication solution managed IP increased connections 19% year-over-year, resulting in commercial revenue growth of 1%. We continue to target larger customers, commercial customers which results in higher connections per customer and higher revenue per connection.

As you look at the cable segment on Slide 24, these results reflect Baja’s third full quarter of operations which was acquired on August 01, 2013. Since we gone Baja, we have seen annualized growth of 8% in both voice and broadband connections more than offsetting the decline in video connections.

Revenues held steady with Q1 of this year at $22.5 million and adjusted income before income taxes was $4.4 million. Turning to the HMS segment on slide 25, we continue to focus on the organic growth of recurring service revenues which includes co-location, cloud, application management and our managed hosting services.

Growth on these key revenues was 7% for the quarter. The acquisition of MSN, our Denver based solutions provider acquired on October 04, 2013, increased revenues by $27.7 million. Cash expenses grew 71% as MSN added 27 million and 2.5% without the acquisitions resulting in a decrease to ABEC compared to second quarter last year.

This was primarily due to higher commissions, due to higher sales volume compared to last year which are recognized and paid upfront when contracts are signed, lower equipment sales and lower margins on sales as well as higher consulting and legal fees associated with one-time project activity in the first half of this year.

As Slide 26 shows, we have adjusted our guidance for adjusted income before income taxes upward by 10 million to reflect the success of our current results through June. As a remainder, we will update 2014 guidance for the BendBroadband acquisition after it closes. Now, I will turn the call back to over to Jane..

Thanks Vicki and Latonya, we would like to open it up for questions at this point..

Thank you. At this time, we will conduct a question-and-answer session. (Operator Instructions). Our first question comes from Simon Flannery with Morgan Stanley. Please proceed with your question..

Thank you very much and nice job on the turnaround in the ads and the churn.

I guess on that topic, Ken, can you just talk about, is it reasonable to expect that churn will return to historic levels over the second half of the year given the trends you are seeing here or do you think we might be in a -- we sold good churn number out of the bells, we might low year before the iPhone 6, so that we are kind of, people aren’t really switching careers right now? And then secondly, you cut your credit facility, can you just talk about your interest in AWS-3, is that something that you are likely to be a participant in? Thanks..

Good morning Simon and thanks for the question. Couple of things, so talking about, I think there is a low, I would call the low and competitive activity out there.

And I think about our case, what we have is all of the things that we have been working on over the last couple of quarters trying to come to fruition where the billing system that caused some angst for us, is much -- much improved now. We have got multiple, we have got almost 90% of our customers with LTE.

We have got the iPhone that has further rounded our device portfolio, each one of those items cause churn and what we are seeing is just all those being eliminated one after another. So I am not viewing there is low, I have been surprised before but I am not viewing this as a low but rather has expectation of what we need to deliver going forward.

In terms of the AWS-3, I expect that we will be there.

We have been in most of auctions in the past as we continue to try to ensure that our customers are getting a very strong network experience, we are going to want to make sure that we have got adequate spectrum to provide them both the speed and capacity that we hope they need going forward with this exclusive data growth..

Okay and just a quick follow-up on that.

How are your roaming relationships developing on LTE? Are those rates where you want them to be?.

We don’t have an LTE roaming agreement in place yet. There is a lot of complexity to getting roaming with LTE working and we have been doing a lot of testing with all the major carriers on that and we continue to work towards the agreement.

I am hopeful, we will have one by the end of the year which is kind of in my goal for the last six months but we don’t have one yet..

Thank you..

Our next question comes from Rick Prentiss with Raymond James. Please proceed with your question..

Thanks. Good morning..

Hi Rick..

Hi. Couple of questions, first obviously turning around that as was critical first step here.

You mentioned connected devices are now up to I think I heard 4.5%, how many tablet sales were there in the quarter and what are you seeing as far as demand for tablets?.

Tablets, probably 12% to 13% of our total postpaid gross ads were in the tablet area themselves. We are seeing nice demand, from my own opinion is as we are continuing to churn, I like it when I call it once but I don’t want to focus fully on those.

I think of every postpaid handset, I can add knowledge in future and add a tablet to later but as oppose to just doing all tablets and has complying it to the customer base we have now. So we’re trying to initially push both of them and trying to control with where we are at right now..

We need a big turn that area though..

And you touched on another point which is I think important for the industry to embrace as, what is the ARPU what’s the right revenue metric tablets, would I assume pull down the reported ARPU if you look at it just as a lower price monthly subscription but would increase if you look at on our revenue per account basis because usually there is somebody attaching it, how do you think about reporting of ARPU and looking at the different and then equipment installment plans obviously moving things as well?.

Yes, so I’ll start with -- the objective is to drive revenue, period, end of story, right? And there are lots of different levers that we are puling and if you pull those they are going to themselves in different metrics you’re looking at.

It’s not about driving the metric, is much driving the revenue and the metric is just a device that help us understand where it’s moving. So with respect to handset I’m very interested in the average revenue per unit per customer coming out of that. And with the continued exclusive growth in data and apple-to-apple basis, I am looking that to grow.

Now, at the end of the day, it depending upon what happens with EIP that number is going to shift a little bit if I look at it all I am still looking for it to grow.

I’m not going to hung-up because of some consolidated metric like ARPU starts to move in different way, it is because the good news that you are adding more connected devices and still looking at. So I really focused on total revenue and looking each product independently..

Alright and even my other question which is EIP is such a huge swing to revenue and also reported EBIT.

In your ’14 guidance what assumption have you made, I think I heard 15% on smartphones are in EIP in the quarter, June was up about a quarter but what are you assuming EIP looks like the rest of the year in your guidance?.

We’re assuming for the second part of this year that EIP sales will be about 25% of the gross ad number..

And if we were to go higher than that revenues would go up and EIP would go up based on your slide..

I think, yes..

Okay, thanks..

Our next question comes from Michael Rowland with Citi Investment Research. Please proceed with your question..

Hi, thanks for taking the questions. I have two questions.

First question is, can you compare the cost for sub, the cost of acquisition per sub however you want to define it what you’re seeing in the market versus what you’re expectations are you able to do it for ad or better than maybe what you expected or you find in a competitive environment is causing that number decline? And then the second thing is Ken now you’re at the helm of U.S.

Cellular, are you taking any different approaches in the way that you give guidance in terms of looking at the potential benefits of EIP and maybe trying to be a little bit more conservative on the outlook for cash flow, or are you taking the same types approach which is more of the base case and I think is what you done historically. Thanks..

Wow, so couple of parts there. First question had to do with cost per ad and any major shifts there. And what I would say is, with nothing has shifted dramatically in the marketplace around the cost and customer from I call competitive standpoint.

Clearly, Mike, as you think about a customer that comes through on an equipment installment plan because they’re paying for that piece of equipment the cost create is very different albeit to go, part of it has do to with our revenue shift. So if I look at net-net basis I don’t think it that dramatic, one.

Two, now as we start talking about and now it’s clearly the other difference is some of the ads, they are all connected devices , they have the different and lower incremental cost and then because of the different subsidy model.

So again it gets back to almost a little bit of the question that was asked earlier it’s more of the product-by-product look but I’ve not seen anything that has dramatically shifted within the products that's a big difference. Second, with respect to guidance, are we being more conservative? I don’t know that they would have been more conservative.

I think that clearly there is a lot of change going on. And earlier this year there was so much going on that we did not think that, which was not enough confidence within a meaningful range to give guidance, second part of that has to do that where we were in customer growth at the time.

Now, I think the picture is little bit clear we still have the same risk around competitive things but I still think, if you think there is a base case that is more or less conservative than in the past..

Thanks for that Ken. I appreciate it..

Our next question comes from Phil Cusick with JPMorgan. Please proceed with your question..

Hi guys thanks.

I guess just following up, you just said EIP mix is assumed for the second half is that because July was at that level or do you really anticipate no real expansion and availability or you’re pushing EIP harder customers?.

We’re not pushing them harder one way the other, we’ve taken this approach of being a retailer and making sure we have whatever the customers have.

We saw lots of growth in that in the first quarter and have that 25% with our most recent data point and that what’s we are used to estimate where we think the rest of the years goes to accept that changes dramatically, we will let you know that’s our best estimate at this point..

Okay and as I think about churn, it looks like voluntary could be actually down year-over-year in the chart that you’ve showed and involuntary still up a little bit, do you anticipate involuntary coming down further or do you think will go back to serve the normal level?.

So I think we would expect it to come down a bit further from where it was in the second quarter..

Okay and then do you think voluntary is still coming down here as you look at such as the potential for churn out there in the base or do you think this is about as good as we did for awhile?.

I like the word potential. I believe there is potential to continue to improve churn and we are actively working to do that..

As you look at July again you said that you’re positive on subscribers, is that gross adds continuing to ramp up here because it seems like we saw the fairly low level versus where you’ve been historically?.

I am not really prepared to go into the great amount of detail about July Phil, I would like to say that all the things that we saw going on through the second quarter that got us to turn in June continued into July. And the July too was positive..

And then last thing, you’ve talked about the potential tower sale, is the Sprint deal done? Do you know what those towers going to look like?.

Yes, Phil, it’s Doug. We’ve made substantial progress with the Sprint. We are not quite done yet which is why I am not quite ready to tell when it’s going to be launched..

Got you..

But we are getting much closer..

Real closer. Alright I appreciate it. Thanks guys..

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

Good morning guys, a couple of questions, if I could. One, on the profitability side for U.S. Cellular obviously profitability has been declining.

You’re making progress on the customer acquisition and customer growth and potentially this could translate into revenue improvements but 2014 is going to be another year where profitability is going be lower than the previous year.

Could you talk a little bit about your outlook for profitability going forward? At what point do you see an inflection point in margins and obviously you would want to see customer growth but you also want to make sure that this is profitable revenue growth as well?.

As we have talked about this is the year there we’ve got, this the year the impact of the (inaudible) year going through our customer base that we haven’t had in the prior years.

And so from day one the here job has been putting customer growth around first because if you think about the last some period of time as customer growth, as customers have shrunk now lost the revenue. And we need this to be growing revenue in order to grow profitability.

(inaudible) we could do on the margin or on the cost side but right now and for the rest of this year the focus is going to be continuing to grow the revenue base..

Right, in terms of -- one question on use of cash. So TDS agreed to sale Airadigm BCS licenses to U.S. Cellular for about $110 million.

How should we think about the use of process from this transaction, is this an opportunity for a more meaningful buyback for you guys?.

Yes, Sergey, the number is $91 million, not 110. So we’re going to continue with our current philosophy the 25% to 75% investing in the business versus returns to shareholders.

I think we saw an increase in our share buyback this past quarter and depending on margins and need for other purposes whether it would be acquisitions, I wouldn’t say anything special is going to happen with that $91 million..

Okay.

Finally on the TDS Telecom side, you mentioned that you’re divesting for all ILECs, what are the revenues and EBITDA for those ILECs and what are the approximate prices that you expect?.

Yes, Sergey, these ILECs are very small. They are very immaterial to the overall business less than 0.5%, $3.4 million on the revenue side..

Okay. Thank you..

Our next question comes from Arun Seshadri with Credit Suisse. Please proceed with question..

Thanks for taking my question.

First, I wanted to ask in terms of SG&A, the higher bad debt expense, any thoughts on the outlook for that?.

Yes. This is Ken. Let me just say that, I think part of that is around call transitional, in that we just are rolling out the equipment installment plans. And because of that you are recording a large receivable now that has, now almost part of it has a two year life when we add and we call it a year, right.

So we would have conservative in setting up the reserves for those longer-term receivables which historically our part of business model..

Okay. Got it.

So is that going to result in sort of, year-over-year comparison continuing to be weak for the near term?.

I think this number as you first build up your EIP program and until we have enough experience to bring that down, you will see some year-over-year pressure in that number..

Okay. Great.

Thanks And as far as, sort of debt issuance potential at USM how should we think about this and how should we expect you to potentially fund your participation in the upcoming spectrum options?.

Well, right now U.S. Cellular has got $400 million of cash on the balance sheet, is got an unused revolver on top of that and we’ve got from non-strategic spectrum that we’re looking at liquidating as well as potential power transaction. So between those I think we’ve got sufficient liquidity for pending these over the next 12 to 18 months..

Okay. Great. Thanks. And then finally in terms of, I think you mentioned to a response to your previous question potential for further, any leverage you can pull on the cost side.

Any additional color you can give on that?.

I think that we’re still -- now, we’re going to focus on the revenue side for the rest of this year but the opportunity is I suggest existing in various areas..

Okay, thank you..

Our next question comes from Barry Sine with Drexel Hamilton. Please proceed with your question..

Good morning.

On the wireless side, I guess for Ken, I wanted to ask about any promotional activity that you did in the quarter that may have impacted gross ads, obviously you have a superior network and I guess you priced accordingly but have you done any promotional pricing of the published rates? And then also in terms of activity, there’s a number of carriers in the wireless industry doing buyout your contract plans and for you guys you’ve had higher churn in the past but now you’re in a much better position with competitive handsets, plans and then networks.

So anything along those lines in terms of buyout your contract either as a formal program or occasional promotional activity?.

Good morning Barry. So I don’t think there are any special offer rate sheet kind of promotional activities. We certainly have same programs or whatever for our customers to make sure that we have got them on the right great plan.

One of the things that we do regularly is part of our service is to take our customers through what rate plans they are on now and how they may be better served by some other offers that we already have out in the marketplace. The other part of the question, I am sorry, yes, it’s a buyout.

Interestingly, we have that available it is not moving in the needle a lot in terms of (inaudible) with customers, but it’s a barrier remover for those who want to come back..

Okay.

And then you talked about on the prepaid side, activity at some of the national retailers, could you shed a little more light on that what is going on, I remember a year or so back when you would talk a little more enthusiastically at programs at retailers like Wal-Mart, what’s currently going on and why is that negatively impacting edge?.

Well, I think on the prepaid side, I am going to let Jane talk about it a little bit. But for us, we need to make sure that we’ve got distribution that is local and convenient to customers wherever they are at. And that we’ve got all the different products that they may want.

Prepaid happens to be one that there is a meaningful segment that lots of and in fact a lot of our network and else we’ve got it out there, we aren't necessarily satisfied with where its half right now and we’re going to continue to keep tweaking that product as we go forward. I think it’s got a place in our portfolio.

We’ve got to continue to work on it..

I think the main thing there relatively prepaid international retailer we’ve been transitioning out of U prepaid product into our own phone in the box and our national retailers. And that has really just competed in this quarter. So we’ve got that done as well as working through some connectivity issues with our national retailers..

So that U prepaid product was really more of a cobranded product that just didn’t carry our name and as we meet this transition in the U.S. Cellular name and therefore the reputation for that network will be stronger in the local marketplace..

And my last question follow-up on the ILEC sales, obviously fairly minimal quarter, but is that an ongoing program that you’re starting to look at the ILEC portfolio and perhaps call out some other properties you may own?.

This transaction I said was very small, we serve a large number of ILEC markets and they are all very, very different, where right now our priority is to invest in our most attractive markets where we can make the economic makes sense for cyber investments.

But that’s not all of our markets and some of our very, very small markets are benefiting right now from our U.S. stimulus programs but without that support we have several markets that we cannot make the economics work, to provide further broadband speeds or IPTV going forward.

So in this case the logical buyer was a nearby ILEC that can leverage our cost structure and this is a constant process of looking across our entire footprint and if there is a market that we don’t see we can make a return on, we’ll look at that..

Okay, those were my questions. Thank you..

(Operator Instructions) Our next question comes from Kevin man Dino with RGG Capital; please proceed with your question..

Just a more of a long term macro picture, you talked about the future uncertainty in pricing, you talked in the past about being follower. Clearly with all the M&A that's on in your industry starting with Leap Wireless, all things at AT&T and Verizon have done over the years.

Obviously recently with Windstream, the strength in T-Mobile, I guess I asked the question as you think about your business and you look about and you look over the last 10 years, the return to shareholders is zero. The return in last five years is also zero versus 150% for the S&P.

I just wonder in my head, what you think about that and sort of why you insist that your current strategy is a better strategy to create value for shareholders than taking part in M&A which is obviously been very rampant in your industry? Thank you..

This is Ken Meyers, if I understand the question I think we have -- as we said we take a long term view to this industry, I don’t see anything that’s changing around that, we have constantly talked about how we try to set expectations in terms of what we are going to deliver from an operational standpoint that’s looking our current plans and the controlled situation we’re in we don’t talk about promises around M&A activity involving this, that's not something that has been part of our strategy for the last 20 some years..

There are no further questions in queue at this time. I would like to turn the call back over to management for closing comments..

Well, thank you for joining us this morning and please let us know if you have additional questions..

This concludes today’s teleconference. You may disconnect your lines at this time and thank you for your participation and have a great day..