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): February 27, 2006

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 February 27, 2006, Telephone and Data Systems, Inc. ("TDS") issued a news release announcing certain information relating to the timing of the filing of restatements of prior periods, the Form 10-Q for the period ended September 30, 2005, the Form 10-K for the year ended December 31, 2005 and the Form 10-Q for the quarter ending March 31, 2006, and certain other information. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

In addition, on February 27, 2006, TDS issued a news release updating guidance for 2005 and issuing guidance for 2006. A copy of the news release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

In 2006, U.S.Cellular and TDS Telecom (ILEC and CLEC combined) anticipate issuing stock options with a fair value of approximately $20 million and $10 million, respectively.The total anticipated fair value of all stock option awards for the consolidated TDS enterprise is expected to be approximately $40 million, all of which is non-cash.These estimates were included in the guidance for operating income that the company issued on February 27, 2006. Actual compensation expense will vary based on the actual number of options issued and other market factors. The companies have not completed their analysis of FAS123(R) and expect to do so prior to the filing of the Forms 10 -Q for the quarter ending March 31, 2006.

The information in this Item 2.02 of 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 3.01(a). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 28, 2006, The American Stock Exchange ("AMEX") granted TDS an extension to regain compliance with the AMEX listing standards until June 30, 2006.

As previously disclosed, on November 15, 2005, TDS received a notice from the staff of the AMEX indicating that TDS was not in compliance with Sections 134, 1003(d) and 1101 of the AMEX Company Guide as a result of the failure to file its quarterly report on Form 10-Q for the period ended September 30, 2005 on a timely basis. Pursuant to such letter, on November 30, 2005, TDS submitted a plan to the AMEX to bring it into compliance with the AMEX Company Guide by no later than January 17, 2006. On December 16, 2005, TDS received a letter from the AMEX stating that the AMEX had approved such plan and that the listing of the TDS Common Shares and TDS Special Common Shares will continue pursuant to an extension until January 17, 2006. On January 12, 2006, TDS requested a further extension until January 31, 2006, which was granted by the AMEX on January 13, 2006. On January 24, 2006, TDS requested a further extension until February 28, 2006, which was granted by the AMEX on January 26, 2006.

On February 28, 2006, TDS issued a joint press release, together with its subsidiary, United States Cellular Corporation, disclosing that the AMEX granted TDS an extension until June 30, 2006 to regain compliance with the AMEX listing standards. A copy of such press release is attached hereto as Exhibit 99.3 and incorporated by reference herein.

Item 8.01. Other Matters.

As discussed in the press release attached as Exhibit 99.1, the restatements and delays in filing resulted in technical defaults under certain revolving credit agreements between certain lenders and TDS and U.S. Cellular and certain forward contracts between subsidiaries of TDS and U.S. Cellular and a counterparty. The information in this Item 8.01 is being filed to report that on February 27, 2006, TDS and U.S. Cellular obtained extensions of waivers of defaults from such lenders and counterparty until March 31, 2006. TDS and U.S. Cellular have requested a further extension of the waivers of these defaults subject to the condition that they file their restatements, their Forms 10-Q for the period ended September 30, 2005, their Forms

10-K for the year ended December 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 with the SEC by June 30, 2006. A copy of the press release attached hereto as Exhibit 99.1 is incorporated by reference herein.

In addition, the information in this Item 8.01 is being filed to disclose that, due to the delay in SEC filings, TDS will be required to suspend its dividend reinvestment plans for its Series A Common Shares, Common Shares and Special Common Shares in March 2006. Optional stock purchases of Common Shares and Special Common Shares will also be suspended. TDS plans to resume dividend reinvestments and optional purchases by June 2006 after TDS is current in its SEC filings.

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.

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: March 3, 2006

By:	/s/ D. Michael Jack
	D. Michael Jack
	Senior Vice President and Corporate Controller

EXHIBIT INDEX

The following exhibits are filed herewith as noted below.

Exhibit Number	Description of Exhibit
99.1	Press Release dated February 27, 2006.
99.2	Press Release dated February 27, 2006.
99.3	Press Release dated February 28, 2006.
99.4	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

EX-99

Exhibit 99.1

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 AND U. S. CELLULAR FURTHER DELAY REPORTING
THIRD QUARTER 2005 RESULTS
To Provide Updated 2005 Guidance and Issue 2006 Guidance Later Today

CHICAGO - Feb. 27, 2006 - Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] and United States Cellular Corporation [AMEX:USM] today announced that both companies will not report their third quarter results by Feb. 28, 2006. On Nov. 10, 2005, the companies announced that they would restate financial results for several prior periods resulting in a delay of their third quarter 2005 results. The companies require additional time to complete their financial review, finalize the restatement and obtain required approvals. The ongoing review is related to specific accounting issues, primarily in the area of income taxes.

TDS expects that the review will result in adjustments to income taxes that were not included in the ranges that were provided in the companies' Nov. 10, 2005 press release relating to expected results of a restatement. The adjustments will result in a tax benefit for the third quarter 2004, representing a decrease in tax expense and increase in net income and earnings per share. Except for the effect of this tax benefit in 2004, the ranges previously disclosed for TDS on a consolidated basis continue to represent management's expectations. The tax benefit does not change ranges previously disclosed for U.S. Cellular on Nov. 10, 2005. The companies' analysis of taxes is not yet complete and is subject to further review. The date of the third quarter 2005 conference call and web cast will be announced at a later time.

TDS and U.S. Cellular did not file their third quarter 2005 Forms 10-Q on a timely basis because both companies are restating financial results for the first and second quarters of 2005, the years ended Dec. 31, 2002 - 2004, each of the quarters of 2003 and 2004, and certain related financial data for the years 2000 and 2001. It is necessary to complete the restatements on amended Forms 10-Q and 10-K before the companies can file their Forms 10-Q for the quarter ended Sept. 30, 2005.

Due to the lengthy restatement process, the companies said that they do not expect to file their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 on a timely basis. To be filed on a timely basis, the Forms 10-K for the year ended Dec. 31, 2005 are due in March 2006 and the Forms 10-Q for the quarter ending March 31, 2006 are due in May 2006. The companies plan to file the restatements, their Forms 10-Q for the quarter ended Sept. 30, 2005, their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 sequentially when each of the filings is complete. The last filings may not be made until late May or in June 2006.

Both companies have requested from the American Stock Exchange (AMEX) an extension until June 30, 2006 to regain compliance with the AMEX listing standards. Previously, the AMEX notified both companies that it had accepted their plans to regain compliance with AMEX listing standards and granted both companies an extension until Feb. 28, 2006.

On Nov. 15, 2005, TDS and U.S. Cellular received notices from the staff of the AMEX indicating that both companies were not in compliance with listing standards, due to their failure to file quarterly reports on Forms 10-Q for the quarter ended Sept. 30, 2005 on a timely basis. The failure by TDS and U.S. Cellular to file Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 on a timely basis will also result in non-compliance with the AMEX listing standards. Both companies will regain compliance with the AMEX listing standards when they have filed with the Securities and Exchange Commission their Forms 10-Q for the quarter ended Sept. 30, 2005, their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006.

The restatements and failure to file quarterly reports resulted in defaults under revolving credit agreements between the companies and certain lenders and under certain forward contracts between subsidiaries of the companies and a counterparty. Waivers of such defaults have been extended through March 31, 2006. Both companies have begun discussions with their lenders about obtaining further extensions of waivers for the filing of the restatements, the Forms 10-Q for the quarter ended Sept. 30, 2005, their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 with the Securities and Exchange Commission.

TDS and U.S. Cellular intend to issue a press release later today to update 2005 guidance and to issue 2006 guidance.

About TDS
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 Sept. 30, 2005, the company employed 11,700 people and served 6.5 million customers/units in 36 states.

About U.S. Cellular
As of Sept. 30, 2005, U.S. Cellular, the nation's sixth-largest wireless service carrier, provided wireless service to 5.3 million customers in 25 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network.

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, projections and assumptions, 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 include, but are not limited to: The final results of the restatements and results of operations for the quarter ended Sept. 30, 2005; possible future restatements; possible material weaknesses in internal controls; 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 state and federal 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 accredited ratings organizations; uncertainty of access to the capital markets; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly 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 and U.S. Cellular 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

EX-99

Exhibit 99.2

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

Kenneth R. Meyers, EVP-Finance, CFO and Treasurer, U.S. Cellular
(773) 399-8900 ken.meyers@uscellular.com

FOR RELEASE: IMMEDIATE

TDS AND U. S. CELLULAR PROVIDE UPDATED 2005 GUIDANCE;
ISSUE 2006 GUIDANCE

CHICAGO - Feb. 27, 2006-As announced in a press release earlier today, Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] and United States Cellular Corporation [AMEX:USM] are providing an update to their 2005 guidance and issuing fiscal year 2006 guidance for both U.S. Cellular and TDS Telecom as follows:

2005 Guidance As Updated Feb. 27, 2006

U.S. Cellular 2005 guidance as of Feb. 27, 2006 is as follows:
Net Retail Customer Additions	411,000(1)
Service Revenues	Approx. $2.8 billion
Operating Income	$220 - $260 million(2)
Depreciation, Amortization & Accretion	Approx. $515 million
Capital Expenditures	$580 - $590 million

TDS Telecom ILEC operations 2005 guidance as of Feb. 27, 2006 is as follows:
Operating Revenues	$660 - $670 million
Operating Income	$165 - $175 million
Depreciation and Amortization	$135 million
Capital Expenditures	$95 - $100 million

TDS Telecom CLEC operations 2005 guidance as of Feb. 27, 2006 is as follows:
Operating Revenues	$235 - $245 million
Operating Income	$(10) - $(5) million
Depreciation and Amortization	$30 million
Capital Expenditures	$25 - $30 million

(1)
(2) Actual
Includes a gain of $40 - $45 million on the exchange of properties with Alltel Corp. that was completed on Dec. 19, 2005

Fiscal Year 2006 Guidance

The guidance provided for 2006 includes the impact of Financial Accounting Standard 123 R (accounting for stock-based compensation).

U.S. Cellular 2006 guidance as of Feb. 27, 2006 is as follows:
Net Retail Customer Additions	390,000 - 450,000
Service Revenues	$3.1 - $3.2 billion
Operating Income	$230 - $290 million
Depreciation, Amortization & Accretion	$565 million
Capital Expenditures	$580 - $610 million

TDS Telecom ILEC operations 2006 guidance as of Feb. 27, 2006 is as follows:
Operating Revenues	$660 - $675 million
Operating Income	$145 - $160 million
Depreciation and Amortization	$135 million
Capital Expenditures	$105 - 125 million(1)

TDS Telecom CLEC operations 2006 guidance as of Feb. 27, 2006 is as follows:
Operating Revenues	$230 - $240 million
Operating Income	$(10) - $(5) million
Depreciation and Amortization	$25 million
Capital Expenditures	$15 - $25 million

(1) Includes approximately $90 million to support ongoing operations and approximately $25 million for strategic initiatives

The above forward-looking statements should not be assumed to be accurate as of any future date. TDS and U.S. Cellular undertake no duty to update such information whether as a result of new information, future events, or otherwise.

About TDS
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 Sept. 30, 2005, the company employed 11,700 people and served 6.5 million customers/units in 36 states.

About U.S. Cellular
As of Sept. 30, 2005, U.S. Cellular, the nation's sixth-largest wireless service carrier, provided wireless service to 5.3 million customers in 25 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network.

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, projections and assumptions, 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 include, but are not limited to: The final results of the restatements and results of operations for the quarter ended Sept. 30, 2005; possible future restatements; possible material weaknesses in internal controls; 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 state and federal 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 accredited ratings organizations; uncertainty of access to the capital markets; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly 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 and U.S. Cellular 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

EX-99

Exhibit 99.3

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 AND U. S. CELLULAR RECEIVE EXTENSIONS FROM AMEX

CHICAGO - Feb. 28, 2006 - Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] and United States Cellular Corporation [AMEX:USM] today announced that the American Stock Exchange (AMEX) granted both companies an extension until June 30, 2006 to regain compliance with AMEX listing standards. Previously, the AMEX notified both companies that it had accepted their plans to regain compliance with AMEX listing standards and granted both companies an extension until Feb. 28, 2006.

On Nov. 10, 2005, the companies announced that they would restate financial results for several prior periods resulting in a delay of their third quarter 2005 results. The companies requested additional time to complete their financial review, finalize the restatement and obtain required approvals. The ongoing review is related to specific accounting issues, primarily in the area of income taxes.

As previously announced, TDS and U.S. Cellular did not file their third quarter 2005 Forms 10-Q on a timely basis because both companies are restating financial results for the first and second quarters of 2005, the years ended Dec. 31, 2002 - 2004, each of the quarters of 2003 and 2004, and certain related financial data for the years 2000 and 2001. It is necessary to complete the restatements on amended Forms 10-Q and 10-K before the companies can file their Forms 10-Q for the quarter ended Sept. 30, 2005.

Due to the lengthy restatement process, the companies said that they do not expect to file their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 on a timely basis. The companies plan to file the restatements, their Forms 10-Q for the quarter ended Sept. 30, 2005, their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 sequentially when each of the filings is complete. The last filings may not be made until late May or in June 2006.

On Nov. 15, 2005, TDS and U.S. Cellular received notices from the staff of the AMEX indicating that both companies were not in compliance with listing standards, due to their failure to file quarterly reports on Forms 10-Q for the quarter ended Sept. 30, 2005 on a timely basis. The failure by TDS and U.S. Cellular to file Forms 10-K for the year ended

Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006 on a timely basis will also result in non-compliance with the AMEX listing standards. Both companies will regain compliance with the AMEX listing standards when they have filed with the Securities and Exchange Commission their Forms 10-Q for the quarter ended Sept. 30, 2005, their Forms 10-K for the year ended Dec. 31, 2005 and their Forms 10-Q for the quarter ending March 31, 2006.

About TDS
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 Sept. 30, 2005, the company employed 11,700 people and served 6.5 million customers/units in 36 states.

About U.S. Cellular
As of Sept. 30, 2005, U.S. Cellular, the nation's sixth-largest wireless service carrier, provided wireless service to 5.3 million customers in 25 states. The Chicago-based company operates on a customer satisfaction strategy, meeting customer needs by providing a comprehensive range of wireless products and services, superior customer support and a high-quality network.

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, projections and assumptions, 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 include, but are not limited to: The final results of the restatements and results of operations for the quarter ended Sept. 30, 2005; possible future restatements; possible material weaknesses in internal controls; 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 state and federal 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 accredited ratings organizations; uncertainty of access to the capital markets; pending and future litigation; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly 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 and U.S. Cellular 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

EX-99

Exhibit 99.4

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.
  
  
• Early redemptions of debt or repurchases of debt, issuance of debt, changes in forward contracts, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in U.S. Cellular's Annual Report on Form 10-K for the year ended December 31, 2004, as updated by this or its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 to be different from the amounts presented.
  
  
• 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, customers choosing 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 and data 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 access to content for data or video services and in access to new handsets being developed by vendors could have an adverse effect on TDS's financial condition or results of operations.
  
  
• Changes in agreements with carriers, including video carriers, that TDS depends upon to provide packages or a wide range of services 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, terrorist attacks and/or natural disasters 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 could result in inaccurate financial statements or other disclosures or permit fraud, which could have an adverse effect on TDS's business, results of operations and financial condition.
  
  
• 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.