8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2005

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation) 001-14157
(Commission
File Number) 36-2669023
(IRS Employer
Identification No.)

     30 North LaSalle Street, Suite 4000, Chicago, Illinois     
         (Address of principal executive offices)    60602   
(Zip Code)

Registrant's telephone number, including area code: (312) 630-1900

  Not Applicable  
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

         On July 27, 2005, Telephone and Data Systems, Inc. issued a news release announcing its earnings for the second quarter of 2005. A copy of the news release is attached hereto as Exhibit 99.1. Attached as Exhibit 99.2 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

         The information in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01. Financial Statements and Exhibits

(c)       Exhibits:

        In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.

2

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Telephone and Data Systems, Inc.
(Registrant)

Date: July 27, 2005

By:	/s/ D. Michael Jack
	D. Michael Jack
	Senior Vice President and Corporate Controller (Principal Accounting Officer)

3

EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit Number	Description of Exhibit
99.1	Telephone and Data Systems, Inc.'s news release, dated July 27, 2005, announcing earnings for the second quarter of 2005.
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

4

EX-99

Exhibit 99.1

As previously announced, TDS and its subsidiaries will hold a joint teleconference July 27, 2005, at 10:00 a.m. Chicago time. Interested parties may listen to the call live over the Internet by accessing the conference call page of the Investor Relations section in www.teldta.com .

Contact:  Mark A. Steinkrauss, Vice President, Corporate Relations
                (312) 592-5384 mark.steinkrauss@teldta.com

                Julie D. Mathews, Manager, Investor Relations
                (312) 592-5341 julie.mathews@teldta.com

FOR RELEASE: IMMEDIATE

TDS REPORTS SECOND QUARTER OPERATING RESULTS

CHICAGO - July 27, 2005 - Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] reported operating revenues of $965.6 million for the second quarter of 2005, up 3% from $934.6 million in the comparable period a year ago. Operating income was $107.9 million in the second quarter compared to operating income of $110.5 million in the second quarter of 2004. Net income available to common and diluted earnings per share for second quarter 2005 were $99.3 million and $0.85 respectively. In the second quarter 2004, net income available to common and diluted earnings per share were $41.3 million and $0.36 respectively.

The company issued a stock dividend of Special Common shares on May 13, 2005, which effectively doubled the number of common shares outstanding. Prior period earnings per share and shares outstanding have been retroactively adjusted to reflect the new capital structure.

President's Comments
"TDS total revenues grew 3.3 percent to $966 million for the quarter driven by growth of the subscriber bases of TDS's wireless and wireline operations," said LeRoy T. Carlson, Jr. president and chief executive officer. "U.S. Cellular added 94,000 customers, while TDS Telecom's ILEC and CLEC operations added a combined total of 5,100 equivalent access lines. Consolidated operating income for the quarter totaled $108 million.

"U.S. Cellular is growing profitably and expanding strategically, while remaining true to its customer satisfaction strategy. The company's continued focus on high levels of customer satisfaction resulted in an admirable 1.4 percent postpay churn rate for the quarter, which is well below the industry average of over 2 percent. The company has maintained a very low post-pay churn rate for some time. U.S. Cellular also continued to be very successful with its data-service offerings and recorded strong data revenue growth in the quarter.

"At TDS Telecom's ILEC, access line equivalents were up 1.2 percent year-over-year and were up sequentially from the previous quarter as well. This is commendable performance in a very competitive industry sector. The ILEC's DSL subscribers now total 54,200, representing growth of 72 percent compared to the second quarter of 2004. This ongoing growth of its high-speed data offerings allows the company to make progress toward its goal of being the preferred broadband provider in the markets it serves. TDS Telecom is providing long distance to 310,000 access lines, an increase of 10 percent year-over-year. The company's long distance product is at the center of many of its bundled service offerings and has proven to be very popular with customers.

"At TDS Metrocom, TDS Telecom's CLEC operations, revenues grew 1.2 percent for the quarter. The CLEC's access line equivalents were up 12 percent year-over-year, totaling 442,900. As with TDS Telecom's ILEC operations, sales of DSL were also strong, with customers growing 34 percent from the second quarter of 2004 to 33,500.

"We are also very pleased that TDS Telecom's combined ILEC and CLEC businesses outperformed all major carriers in the North Central Region of the U.S. in overall customer satisfaction in J.D. Power and Associates' 2005 Residential All-Distance Telephone Customer Satisfaction Study. The study, released earlier this month, shows TDS Telecom outperforming national and regional carriers in the region. This is the first time that TDS Telecom combined ILEC and CLEC operations were formally included in this study and the results demonstrate the company's success in selling long distance and local service combinations to its customers."

Second Quarter Items
In the quarter TDS received a $105.7 million dividend, before taxes, from Deutsche Telekom. Deutsche Telekom did not pay a dividend in 2004.

Additionally, TDS Telecom subsidiaries repaid approximately $127 million in principal amount of notes to several governmental agencies. Related to the repayment, the company incurred an additional $1.5 million in expenses for prepayment penalties and unamortized debt issuance costs.

As previously announced, TDS and its subsidiaries will hold a joint teleconference July 27, 2005, at 10:00 a.m. Chicago time. Interested parties may listen to the call live over the Internet by accessing http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=67422&eventID=1101146 or the conference call page of the Investor Relations section of www.teldta.com. Or connect by telephone at 888/245-6674 with a pass code of 7842057. The conference call will be archived on the conference call section of the TDS web site at www.teldta.com. Prior to the start of the call, certain financial and statistical information discussed during the conference call comments will be posted to the web site, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed. Investors may access this additional information on the conference call page of the Investor Relations section of the TDS web site.

TDS, a FORTUNE 500 company, is a diversified telecommunications corporation founded in 1969. Through its strategic business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services. TDS builds value for its shareholders by providing excellent communications services in growing, closely related segments of the telecommunications industry. As of June 30, 2005, the company employed 11,600 people and served 6.4 million customers/units in 36 states.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements

2

include, but are not limited to: changes in circumstances or events that may affect the ability of U.S. Cellular to successfully launch operations in the licensed areas included in the AT&T Wireless transaction completed in August 2003; the ability of U.S. Cellular to successfully manage and grow the operations of the Chicago MTA and newly launched markets; changes in the overall economy; changes in competition in the markets in which U.S. Cellular and TDS Telecom operate; changes due to industry consolidation; advances in telecommunications technology, including Voice over Internet Protocol; changes to access and pricing of unbundled network elements; changes in the telecommunications regulatory environment; changes in the value of investments, including variable prepaid forward contracts; an adverse change in the ratings afforded TDS and U.S. Cellular debt securities by nationally accredited ratings organizations; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly service revenue per unit, churn rates, roaming rates and the mix of products and services offered in U.S. Cellular and TDS Telecom markets. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K used by TDS to furnish this press release to the Securities and Exchange Commission, which are incorporated by reference herein.

For more information about TDS and its subsidiaries, visit the web sites at:

TDS: www.teldta.com	TDS Telecom: www.tdstelecom.com
USM: www.uscellular.com	TDS Metrocom: www.tdsmetro.com

3

TELEPHONE AND DATA SYSTEMS, INC.
SUMMARY OPERATING DATA

Quarter Ended		6/30/2005			3/31/2005			12/31/2004			9/30/2004			6/30/2004
U.S. Cellular
Consolidated Markets:
Total population (000s) (1)		44,690			44,576			44,391			45,581			45,581
All customers -
Customer units		5,227,000			5,127,000			4,945,000			4,828,000			4,684,000
Gross customer unit activations		340,000			426,000			408,000			387,000			365,000
Net customer unit activations		94,000			182,000			150,000			144,000			137,000
Market penetration (1)		11.70	%		11.50	%		11.14	%		10.59	%		10.28	%
Retail customers -
Customer units		4,688,000			4,601,000			4,478,000			4,395,000			4,284,000
Gross customer unit activations		317,000			365,000			358,000			354,000			328,000
Net customer unit activations		81,000			123,000			105,000			111,000			104,000
Cell sites in service		5,034			4,899			4,856			4,713			4,420
Average monthly revenue per unit (2)	$	44.51		$	44.28		$	46.12		$	48.49		$	47.79
Retail service revenue per unit (2)	$	39.42		$	39.04		$	40.55		$	41.51		$	41.58
Inbound roaming revenue per unit (2)	$	2.24		$	1.98		$	2.47		$	3.39		$	3.21
Long-distance/other revenue per unit (2)	$	2.85		$	3.26		$	3.10		$	3.59		$	3.00
Minutes of use (MOU) (3)		627			584			568			553			542
Postpay churn rate per month (4)		1.4	%		1.5	%		1.6	%		1.6	%		1.5	%
Marketing cost per gross
customer unit addition (5)	$	460		$	394		$	442		$	410		$	392
Construction Expenditures (000s)	$	143,800		$	112,200		$	260,300		$	131,700		$	162,500

(1) Market penetration is calculated using 2004 Claritas population estimates for 6/30/05 and 3/31/05 and 2003 Claritas estimates for all periods of 2004. "Total population" represents the total population of each of U.S. Cellular's consolidated markets, regardless of whether the market has begun marketing operations. The 6/30/05 total population counts include the population of the market acquired from Cingular Wireless in April 2005. The total population counts on and after 12/31/04 exclude the population of the two markets sold to ALLTEL in November 2004. The 9/30/04 and 6/30/04 total population counts include the population of the market added to consolidated operations as of 1/1/04. The population of markets in which U.S. Cellular has deferred the transfer of licenses from AT&T Wireless (now Cingular Wireless) are not included in the total population counts for any period, nor are the population counts of markets for which Carroll Wireless, L.P., a consolidated U.S. Cellular subsidiary, was the winning bidder in the Federal Communications Commission's Auction 58 that concluded in February 2005.

(2) Per unit revenue measurements are derived from Service Revenues as reported in Financial Highlights for each respective quarter as follows:

Service Revenues per Financial Highlights	$	691,574	$	668,792	$	673,223	$	691,964	$	662,658
Components:
Retail service revenue during quarter	$	612,427	$	589,674	$	591,972	$	592,411	$	576,541
Inbound roaming revenue during quarter	$	34,844	$	29,883	$	36,027	$	48,402	$	44,516
Long-distance/other revenue during quarter	$	44,303	$	49,235	$	45,224	$	51,151	$	41,601
Divided by average customers during quarter(000s)		5,179		5,035		4,866		4,757		4,622
Divided by three months in each quarter		3		3		3		3		3
Average monthly revenue per unit	$	44.51	$	44.28	$	46.12	$	48.49	$	47.79
Retail service revenue per unit	$	39.42	$	39.04	$	40.55	$	41.51	$	41.58
Inbound roaming revenue per unit	$	2.24	$	1.98	$	2.47	$	3.39	$	3.21
Long-distance/other revenue per unit	$	2.85	$	3.26	$	3.10	$	3.59	$	3.00

(3) Average monthly local minutes of use per customer (without roaming).

(4) Postpay churn rate per month is calculated by dividing the average monthly postpay customer disconnects during the quarter by the average postpay customer base for the quarter.

(5) This measurement is not calculable using information from the financial statements as reported. The details of this calculation and a reconciliation to line items reported in Financial Highlights for each respective quarter are shown on U.S. Cellular's web site, along with additional information related to U.S. Cellular's second quarter results, at www.uscellular.com.

4

TELEPHONE AND DATA SYSTEMS, INC.
SUMMARY OPERATING DATA

Quarter Ended		6/30/2005			3/31/2005			12/31/2004			9/30/2004			6/30/2004
TDS Telecom
ILEC:
Access line equivalents (1)		734,200			734,000			730,400			725,500			725,600
Access lines		645,800			649,300			652,300			658,200			660,400
Dial-up Internet service accounts		94,500			98,200			101,300			104,800			112,100
Digital Subscriber Lines (DSL) customers		54,200			49,300			41,900			33,000			31,500
Long Distance customers		310,000			302,400			295,000			289,000			280,900
Construction Expenditures (000s)	$	18,800		$	16,100		$	27,000		$	31,500		$	27,000
CLEC:
Access line equivalents (1)		442,900			438,000			426,800			412,500			395,600
Dial-up Internet service accounts		16,000			17,100			18,200			19,100			20,300
Percent of access lines on-switch		89.8	%		88.8	%		87.9	%		86.8	%		85.7	%
Digital Subscriber Lines (DSL) customers		33,500			31,600			29,000			27,000			25,000
Construction Expenditures (000s)	$	7,200		$	4,300		$	12,800		$	7,300		$	8,500

(1) Access line equivalents are derived by converting high capacity data lines to the estimated capacity of one switched access line.

5

TELEPHONE AND DATA SYSTEMS, INC.
FINANCIAL HIGHLIGHTS
Three Months Ended June 30,
(Unaudited, dollars in thousands, except per share amounts)

							Increase (Decrease)
	2005			2004			Amount			Percent
Operating Revenues
U.S. Cellular	$	741,922		$	712,225		$	29,697			4.2%
TDS Telecom		223,636			222,363			1,273			0.6%
		965,558			934,588			30,970			3.3%
Operating Expenses
U.S. Cellular
Expenses excluding depreciation, amortization and accretion		548,391			524,688			23,703			4.5%
Depreciation, amortization and accretion		126,467			122,249			4,218			3.5%
(Gain) on assets held for sale		—			(582	)		582			N/M
		674,858			646,355			28,503			4.4%
TDS Telecom
Expenses excluding depreciation and amortization		141,744			135,600			6,144			4.5%
Depreciation and amortization		41,104			42,162			(1,058	)		(2.5%	)
		182,848			177,762			5,086			2.9%
Total Operating Expenses		857,706			824,117			33,589			4.1%
Operating Income
U.S. Cellular		67,064			65,870			1,194			1.8%
TDS Telecom		40,788			44,601			(3,813	)		(8.5%	)
		107,852			110,471			(2,619	)		(2.4%	)
Investment and Other Income (Expense)
Investment income		16,520			18,532			(2,012	)		(10.9%	)
Interest and dividend income		118,814			5,246			113,568			N/M
Gain (loss) on investments		—			(1,830	)		1,830			N/M
Interest expense		(54,532	)		(48,422	)		(6,110	)		(12.6%	)
Other income (expense), net		(4,381	)		(2,147	)		(2,234	)		(104.1%	)
		76,421			(28,621	)		105,042			N/M
Income Before Income Taxes and Minority Interest		184,273			81,850			102,423			125.1%
Income tax expense		76,005			31,277			44,728			143.0%
Income Before Minority Interest		108,268			50,573			57,695			114.1%
Minority share of income		(8,907	)		(9,179	)		272			3.0%
Net Income		99,361			41,394			57,967			140.0%
Preferred dividend requirement		(52	)		(50	)		(2	)		N/M
Net Income Available to Common	$	99,309		$	41,344		$	57,965			140.2%
Basic Weighted Average Common Shares Outstanding (000s)		115,224			114,539			685			0.6%
Basic Earnings Per Share	$	0.86		$	0.36		$	0.50			138.9%
Diluted Weighted Average Common Shares Outstanding (000s)		115,959			115,158			801			0.7%
Diluted Earnings Per Share	$	0.85		$	0.36		$	0.49			136.1%

N/M - - Percentage change not meaningful

6

TELEPHONE AND DATA SYSTEMS, INC.
FINANCIAL HIGHLIGHTS
Six Months Ended June 30,
(Unaudited, dollars in thousands, except per share amounts)

							Increase (Decrease)
	2005			2004			Amount			Percent
Operating Revenues
U.S. Cellular	$	1,450,357		$	1,369,875		$	80,482			5.9%
TDS Telecom		443,367			435,225			8,142			1.9%
		1,893,724			1,805,100			88,624			4.9%
Operating Expenses
U.S. Cellular
Expenses excluding depreciation, amortization and accretion		1,093,339			1,040,305			53,034			5.1%
Depreciation, amortization and accretion		253,717			236,143			17,574			7.4%
(Gain) on assets held for sale		—			(725	)		725			N/M
		1,347,056			1,275,723			71,333			5.6%
TDS Telecom
Expenses excluding depreciation and amortization		280,705			262,019			18,686			7.1%
Depreciation and amortization		82,671			83,720			(1,049	)		(1.3%	)
		363,376			345,739			17,637			5.1%
Total Operating Expenses		1,710,432			1,621,462			88,970			5.5%
Operating Income
U.S. Cellular		103,301			94,152			9,149			9.7%
TDS Telecom		79,991			89,486			(9,495	)		(10.6%	)
		183,292			183,638			(346	)		(0.2%	)
Investment and Other Income (Expense)
Investment income		30,753			33,162			(2,409	)		(7.3%	)
Interest and dividend income		126,633			8,142			118,491			N/M
Gain (loss) on investments		500			(1,830	)		2,330			N/M
Interest expense		(106,388	)		(95,243	)		(11,145	)		(11.7%	)
Other income (expense), net		(8,574	)		(2,674	)		(5,900	)		N/M
		42,924			(58,443	)		101,367			173.4%
Income Before Income Taxes and Minority Interest		226,216			125,195			101,021			80.7%
Income tax expense		92,153			51,382			40,771			79.3%
Income Before Minority Interest		134,063			73,813			60,250			81.6%
Minority share of income		(14,157	)		(12,687	)		(1,470	)		(11.6%	)
Net Income		119,906			61,126			58,780			96.2%
Preferred dividend requirement		(102	)		(101	)		(1	)		N/M
Net Income Available to Common	$	119,804		$	61,025		$	58,779			96.3%
Basic Weighted Average Common Shares Outstanding (000s)		115,112			114,437			675			0.6%
Basic Earnings Per Share	$	1.04		$	0.53		$	0.51			96.2%
Diluted Weighted Average Common Shares Outstanding (000s)		115,926			114,943			983			0.9%
Diluted Earnings Per Share	$	1.03		$	0.53		$	0.50			94.3%

N/M - - Percentage change not meaningful

7

TELEPHONE AND DATA SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET HIGHLIGHTS
(Unaudited, dollars in thousands)

ASSETS

	June 30, 2005		December 31, 2004
Current Assets
Cash and cash equivalents	$	1,132,739	$	1,168,581
Accounts receivable from customers and other		449,623		440,075
Deferred income tax asset		20,601		36,040
Materials and supplies, at average cost		67,184		91,556
Other current assets		59,660		73,965
		1,729,807		1,810,217
Investments
Licenses		1,362,434		1,228,801
Goodwill		823,399		823,259
Customer lists		20,952		24,915
Marketable equity securities		2,821,208		3,398,804
Investments in unconsolidated entities		211,011		206,763
Other investments		22,710		23,039
		5,261,714		5,705,581
Property, Plant and Equipment, net
U.S. Cellular		2,450,296		2,439,719
TDS Telecom		915,965		945,762
		3,366,261		3,385,481
Other Assets and Deferred Charges		90,952		92,562
Total Assets	$	10,448,734	$	10,993,841

8a

TELEPHONE AND DATA SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET HIGHLIGHTS
(Unaudited, dollars in thousands)

LIABILITIES AND STOCKHOLDERS' EQUITY

	June 30, 2005			December 31, 2004
Current Liabilities
Current portion of long-term debt	$	2,727		$	38,787
Notes payable		50,000			30,000
Accounts payable		274,288			323,256
Customer deposits and deferred revenues		124,380			119,380
Accrued taxes		148,125			76,266
Accrued compensation		50,291			71,707
Other current liabilities		82,407			81,927
		732,218			741,323
Deferred Liabilities and Credits
Net deferred income tax liability		1,420,201			1,466,649
Derivative Liability		699,348			1,210,500
Other deferred liabilities and credits		231,595			217,208
		2,351,144			2,894,357
Long-term Debt		3,568,294			3,664,243
Minority Interest in Subsidiaries		527,185			499,306
Preferred Shares		3,864			3,864
Common Stockholders' Equity
Common Shares, $.01 par value		564			564
Special Common Shares, $.01 par value		633			—
Series A Common Shares, $.01 par value		64			64
Capital in excess of par value		1,819,953			1,823,161
Treasury Shares, at cost
Common Shares		(215,385	)		(449,173	)
Special Common Shares		(215,385	)		—
Accumulated other comprehensive income		333,945			373,505
Retained earnings		1,541,640			1,442,627
		3,266,029			3,190,748
Total Liabilities and Stockholders' Equity	$	10,448,734		$	10,993,841

8b

BALANCE SHEET HIGHLIGHTS
JUNE 30, 2005
(Unaudited, dollars in thousands)

	U.S. Cellular		TDS Telecom		TDS Corporate & Other		Intercompany Eliminations			TDS Consolidated
Cash and cash equivalents	$	17,562	$	352,545	$	762,632	$	—		$	1,132,739
Affiliated cash investments		—		430,900		—		(430,900	)		—
Notes receivable - affiliates		—		—		340,665		(340,665	)		—
	$	17,562	$	783,445	$	1,103,297	$	(771,565	)	$	1,132,739
Licenses, goodwill and customer lists	$	1,809,444	$	397,341	$	—	$	—		$	2,206,785
Marketable equity securities		251,115		67,508		2,502,585		—			2,821,208
Investment in unconsolidated entities		166,310		20,071		32,849		(8,219	)		211,011
Other investments		4,753		14,581		3,376		—			22,710
	$	2,231,622	$	499,501	$	2,538,810	$	(8,219	)	$	5,261,714
Property, Plant and
Equipment, net	$	2,450,296	$	915,965	$	—	$	—		$	3,366,261
Notes payable:    external	$	50,000	$	—	$	—	$	—		$	50,000
cash management		—		—		430,900		(430,900	)		—
intercompany		—		340,665		—		(340,665	)		—
	$	50,000	$	340,665	$	430,900	$	(771,565	)	$	50,000
Forward contracts	$	159,856	$	41,182	$	1,497,328	$	—		$	1,698,366
Long-term Debt:
Current portion	$	—	$	378	$	2,349	$	—		$	2,727
Non-current portion		1,001,158		4,522		864,248		—			1,869,928
Total	$	1,001,158	$	4,900	$	866,597	$	—		$	1,872,655
Preferred Shares	$	—	$	—	$	3,864	$	—		$	3,864
Construction expenditures:
Quarter ended 6/30/05	$	143,743	$	26,040	$	1,733				$	171,516
Six Months ended 6/30/05	$	255,986	$	46,396	$	2,474				$	304,856

9

TDS Telecom Highlights
Three Months Ended June 30,
(Unaudited, dollars in thousands)

							Increase (Decrease)
	2005			2004			Amount			Percent
Local Telephone Operations
Operating Revenues
Local service	$	50,320		$	51,219		$	(899	)		(1.8%	)
Network access and long-distance		91,217			89,496			1,721			1.9%
Miscellaneous		23,066			22,802			264			1.2%
		164,603			163,517			1,086			0.7%
Operating Expenses
Network operations		42,891			39,184			3,707			9.5%
Customer operations		23,816			22,774			1,042			4.6%
Corporate expenses		20,291			20,263			28			0.1%
Depreciation and amortization		33,582			32,425			1,157			3.6%
		120,580			114,646			5,934			5.2%
Operating Income	$	44,023		$	48,871		$	(4,848	)		(9.9%	)
Competitive Local Exchange Carrier Operations
Revenues	$	60,510		$	59,781		$	729			1.2%
Expenses excluding depreciation and amortization		56,223			54,314			1,909			3.5%
Depreciation and amortization		7,522			9,737			(2,215	)		(22.7%	)
		63,745			64,051			(306	)		(0.5%	)
Operating (Loss)	$	(3,235	)	$	(4,270	)	$	1,035			24.2%
Intercompany revenues	$	(1,477	)	$	(935	)	$	(542	)		N/M
Intercompany expenses		(1,477	)		(935	)		(542	)		N/M
		—			—			—			N/M
Total TDS Telecom Operating Income	$	40,788		$	44,601		$	(3,813	)		(8.5%	)

N/M - - Percentage change not meaningful.

10

TDS Telecom Highlights
Six Months Ended June 30,
(Unaudited, dollars in thousands)

							Increase (Decrease)
	2005			2004			Amount			Percent
Local Telephone Operations
Operating Revenues
Local service	$	99,881		$	101,646		$	(1,765	)		(1.7%	)
Network access and long-distance		181,313			177,683			3,630			2.0%
Miscellaneous		45,186			43,307			1,879			4.3%
		326,380			322,636			3,744			1.2%
Operating Expenses
Network operations		86,501			73,701			12,800			17.4%
Customer operations		46,589			45,954			635			1.4%
Corporate expenses		40,776			40,494			282			0.7%
Depreciation and amortization		67,846			64,972			2,874			4.4%
		241,712			225,121			16,591			7.4%
Operating Income	$	84,668		$	97,515		$	(12,847	)		(13.2%	)
Competitive Local Exchange Carrier Operations
Revenues	$	119,725		$	114,517		$	5,208			4.5%
Expenses excluding depreciation and amortization		109,577			103,798			5,779			5.6%
Depreciation and amortization		14,825			18,748			(3,923	)		(20.9%	)
		124,402			122,546			1,856			1.5%
Operating (Loss)	$	(4,677	)	$	(8,029	)	$	3,352			41.7%
Intercompany revenues	$	(2,738	)	$	(1,928	)	$	(810	)		N/M
Intercompany expenses		(2,738	)		(1,928	)		(810	)		N/M
		—			—			—			N/M
Total TDS Telecom Operating Income	$	79,991		$	89,486		$	(9,495	)		(10.6%	)

N/M - - Percentage change not meaningful.

11

EX-99

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR CAUTIONARY STATEMENT

The earnings release attached to this Form 8-K contain statements that are not based on historical fact, including the words "believes", "anticipates," "intends," "expects," and similar words. These statements constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include the following:

• Increases in the level of competition in the markets in which TDS operates, or wireless for wireline substitution, could adversely affect TDS's revenues or increase its costs to compete.
  
  
• Consolidation in the wireless industry may create stronger competitors both operationally and financially which could adversely affect TDS's revenues and increase its costs to compete.
  
  
• Consolidation of long distance carriers could result in TDS having to pay more for long distance services which could increase TDS's cost of doing business.
  
  
• Advances or changes in telecommunications technology, such as Voice Over Internet Protocol, could render certain technologies used by TDS obsolete, could reduce TDS's revenues or could increase TDS's cost of doing business.
  
  
• Changes in the telecommunications regulatory environment, or a failure to timely or fully comply with any regulatory requirements, such as wireless number portability, local number portability and E-911 service, could adversely affect TDS's financial condition, results of operations or ability to do business.
  
  
• Changes in the telecommunications regulatory environment, including the effects of potential changes in the rules governing universal service and eligible telecommunications carrier funding and potential changes in the amounts or methods of intercarrier compensation, could have an adverse effect on TDS's financial condition, results of operations or cash flows.
  
  
• Changes in TDS's enterprise value, changes in the supply or demand of the market for wireless licenses or telephone companies, adverse developments in the TDS businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of TDS's license costs, goodwill and/or physical assets.
  
  
• Changes in accounting standards or TDS's accounting policies, estimates and/or in the assumptions underlying the accounting estimates could have an adverse effect on TDS's financial condition or results of operations.
  
  
• Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on TDS's financial condition, results of operations or ability to do business.
  
  
• Costs, integration problems or other factors associated with acquisitions/divestitures of properties and/or licenses could have an adverse effect on TDS's financial condition or results of operations.
  
  
• Changes in prices, the number of customers, average revenue per unit, penetration rates, churn rates, selling expenses, net customer retention costs associated with wireless number portability and local number portability, roaming rates, access minutes of use, the mix of products and services offered or other business factors could have an adverse effect on TDS's business, financial condition or results of operations.
  
  
• Changes in roaming partners' rates for voice services and the lack of standards and roaming agreements for wireless data products could place U.S. Cellular's service offerings at a disadvantage to those offered by other wireless carriers with more nationwide service territories, and could have an adverse effect on TDS's business, financial condition or results of operations.
  
  

• Changes in competitive factors with national and global wireless carriers could result in product and cost disadvantages and could have an adverse effect on TDS's operations.
  
  
• Changes in guidance or interpretations of accounting requirements, changes in industry practice or changes in management assumptions could require amendments to or restatements of financial information or disclosures included in this or prior filings with the SEC.
  
  
• Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in TDS's credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which could require TDS to reduce its construction, development and acquisition programs.
  
  
• Changes in income tax rates, tax laws, regulations or rulings, or federal and state tax assessments could have an adverse effect on TDS's financial condition or results of operations.
  
  
• War, conflicts, hostilities and/or terrorist attacks could have an adverse effect on TDS's businesses.
  
  
• Changes in general economic and business conditions, both nationally and in the markets in which TDS operates, including difficulties by telecommunications companies, could have an adverse effect on TDS's businesses.
  
  
• Changes in facts or circumstances, including new or additional information that affects the calculation of accrued liabilities for contingent obligations under guarantees, indemnities or otherwise, could require TDS to record charges in excess of amounts accrued on the financial statements, if any, which could have an adverse effect on TDS's financial condition or results of operations.
  
  
• A material weakness in the effectiveness of internal control over financial reporting and/or in disclosure controls and procedures could result in inaccurate financial statements or other disclosures or permit fraud, which could have an adverse effect on TDS's business, financial condition or results of operations.
  
  
• The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on TDS's wireless business operations, TDS's financial condition or results of operations.
  
  
• Any of the foregoing events or other events could cause revenues, customer additions, operating income, capital expenditures and or any other financial or statistical information to vary from TDS's forward estimates included in this report by a material amount.
  
  

TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. Readers should evaluate any statements in light of these important factors.