8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2017

TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware		001-14157	36-2669023
(State or other jurisdiction of		(Commission	(I.R.S. Employer Identification No.)
incorporation or organization)		File Number)
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices) (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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
□	Emerging growth company
□	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.  Results of Operations and Financial Condition

On November 8, 2017, Telephone and Data Systems, Inc. (TDS) issued a news release announcing itsresults of operationsfor the period ended September 30, 2017. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit No.	Exhibit
99.1	Earnings Press Release dated November 8, 2017
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

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 hereunto duly authorized.
		TELEPHONE AND DATA SYSTEMS, INC.
		(Registrant)
Date:	November 8, 2017
		By:	/s/ Douglas D. Shuma
			Douglas D. Shuma
			Senior Vice President - Finance and Chief Accounting Officer
			(principal financial officer and principal accounting officer)

EX-99.1

Exhibit 99.1 NEWS RELEASE

As previously announced, TDS will hold a teleconference November 8, 2017, at 9:30 a.m. CST. Listen to the call live via the Events & Presentations page of investors.tdsinc.com.

FOR IMMEDIATE RELEASE

TDS reports thirdquarter 2017 results

U.S. Cellular expands customer base and raises guidance;

Sixth consecutive quarter of double digit cable broadband connection growth

CHICAGO, (November 8, 2017) — Telephone and Data Systems, Inc. (NYSE:TDS) reported total operating revenues of $1,251 million for the third quarter of 2017, versus $1,314million for the same period one year ago. Net loss available to TDS common shareholders and related diluted loss per share were $181million and $1.64, respectively, as a result of a $262 million ($190 million, net of tax and noncontrolling interests impacts) non-cash charge related to goodwill impairment recorded during the three months ended September 30, 2017.  This compares to Net income available to TDS common shareholders and related diluted earnings per share of $13million and $0.11,respectively, in the same period one year ago. Excluding this goodwill impairment charge and other non-controlling interest impacts associated with this charge, Net income available to TDS common shareholders and related diluted earnings per share were $9 million and $0.08, respectively, for the three months ended September 30, 2017.

“TDS' businesses continue on a solid path of achieving their priorities for 2017,” saidLeRoy T. Carlson Jr., TDS president and CEO. “U.S. Cellulargrew its customer base while successfully reducing expenses. TDS Telecom expanded its wireline and cable segments while implementing its long-term broadband strategy of providing the best broadband connection in each market.

“U.S. Cellularadded postpaid handset customers and continued to drive an exceptionally low level of postpaid handset churn. This shows that effective promotions and pricing through Total Plan packages, which include unlimited data offerings, are well received by both new and current customers. U.S. Cellulareffectively managed cost reductions including lowering expenses in system operations, despite increased data traffic. Reflecting these positive results, U.S. Cellular raised its guidance on profitability.

“Wireline revenues and profitability increased at TDS Telecom, through higher revenues from fiber investments and through support from the Alternative Connect America Cost Model (A-CAM). TDS Telecom's Cable segment continued to see a rise in broadband connections and together with an increase in demand for higher data speeds, generated higher revenues and margin expansion. TDS Telecom recently completed its purchase agreements for Crestview Communications in Central Oregon, and K2 Communications in Mead, Colorado. These acquisitions provide excellent clustering opportunities as we continue to build broadband penetration in these target markets. OneNeck IT Solutions reported lower revenues due to less equipment sales to existing customers. Growing sales continues to be their top priority.”

1

2017 Estimated Results

Current estimates of full-year 2017 results for U.S. Cellular, TDS Telecom, and TDS are shown below. Such estimates represent management’s view as of November 8, 2017. Such forward-looking statements should not be assumed to be current as of any future date. TDS undertakes no duty to update such information, whether as a result of new information, future events, or otherwise. There can be no assurance that final results will not differ materially from such estimated results.

	2017 EstimatedResults
	U.S. Cellular			TDS Telecom			TDS(3)
	Current		Previous	Current		Previous	Current		Previous
(Dollars in millions)
Total operating revenues (1)	$3,850-$3,950		$3,800-$4,000	$1,125-$1,150		$1,200-$1,250	$4,990-$5,115		$5,015-$5,265
Adjusted OIBDA (1)(2)(4)	$600-$700		$550-$650	$310-$330		$300-$340	$910-$1,030		$855-$955
Adjusted EBITDA (2)	$740-$840		$700-$800	$310-$330		$300-$340	$1,050-$1,170		$1,005-$1,145
Capital expenditures (Approximately)		$500	Unchanged		$225	Unchanged		$735	Unchanged

The following tables provide reconciliations of Net income(loss) to Adjusted OIBDA and Adjusted EBITDA for 2017 estimated results, actual results for the nine months ended September 30, 2017, and actual results for theyear ended December 31, 2016. In providing 2017 estimated results, TDS has not completed the below reconciliation to net income because it does not provide guidance for income taxes.  Although potentially significant, TDS believes that the impact of income taxes cannot be reasonably predicted; therefore, TDS is unable to provide such guidance.

			2017 EstimatedResults
			U.S. Cellular		TDS Telecom		TDS(3)
(Dollars in millions)
Net income (loss) (GAAP)			N/A		N/A		N/A
Add back:
	Income tax expense (benefit)		N/A		N/A		N/A
Income (loss) before income taxes (GAAP)		$	(350)-(250)	$	50-70	$	(220)-(100)
Add back:
	Interest expense		110		5		170
	Depreciation, amortization and accretion expense		610		220		835
EBITDA (Non-GAAP)		$	370-470	$	275-295	$	785-905
Add back:
	Loss on impairment of goodwill		370		35		265
	(Gain) loss on sale of business and other exit costs, net		–		–		–
	(Gain) loss on license sales and exchanges, net		(20)		–		(20)
	(Gain) loss on asset disposals, net		20		–		20
Adjusted EBITDA (Non-GAAP) (2)		$	740-840	$	310-330	$	1,050-1,170
Deduct:
	Equity in earnings of unconsolidated entities		130		–		130
	Interest and dividend income(1)		10		–		10
Adjusted OIBDA (Non-GAAP)(1)(2)(4)		$	600-700	$	310-330	$	910-1,030

2

			Actual Results
			Nine Months Ended September 30, 2017						Year ended December 31, 2016
			U.S. Cellular		TDS Telecom		TDS (3)		U.S. Cellular		TDS Telecom		TDS(3)
(Dollars in millions)
Net income (loss) (GAAP)			$	(259)	$	18	$	(176)	$	49	$	42	$	52
Add back:
	Income tax expense (benefit)			(19)		24		39		33		25		40
Income (loss) before income taxes
	(GAAP)		$	(278)	$	42	$	(137)	$	82	$	67	$	92
Add back:
	Interest expense			85		3		128		113		3		170
	Depreciation, amortization and
		accretion expense		460		166		632		618		224		850
EBITDA (Non-GAAP)			$	267	$	211	$	623	$	813	$	294	$	1,112
Add back:
	Loss on impairment of goodwill			370		35		262		–		–		–
	(Gain) loss on sale of business and
		other exit costs, net		(1)		–		(1)		–		–		(1)
	(Gain) loss on license sales and
		exchanges, net		(19)		–		(19)		(19)		(1)		(20)
	(Gain) loss on asset disposals, net			14		2		16		22		4		27
Adjusted EBITDA (Non-GAAP) (2)			$	631	$	248	$	881	$	816	$	298	$	1,118
Deduct:
	Equity in earnings of unconsolidated
		entities		101		–		101		140		–		140
	Interest and dividend income(1)			6		4		12		6		3		11
	Other, net			1		–		–		1		–		–
Adjusted OIBDA (Non-GAAP) (1)(2)(4)			$	523	$	244	$	768	$	669	$	295	$	967
Note: Totals may not foot due to rounding differences.
(1)		Equipment installment plan interest income is reflected as a component of Service revenues consistent with an accounting policy change effective January 1, 2017.  All prior period numbers have been recast to conform to this accounting change.
(2)		Adjusted EBITDA is defined as net income adjusted for the items set forth in the reconciliation above.  Adjusted OIBDA is defined as net income adjusted for the items set forth in the reconciliation above.  Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity.  TDS does not intend to imply that any such items set forth in the reconciliation above are non-recurring, infrequent or unusual; such items may occur in the future.  Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate.  Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented above as they provide additional relevant and useful information to investors and other users of TDS’ financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.  Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, and gains and losses, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities.  The table above reconciles Adjusted EBITDA and Adjusted OIBDA flow to the corresponding GAAP measure, Net income or Income before income taxes.
(3)		The TDS column includes U.S. Cellular, TDS Telecom and also the impacts of consolidating eliminations, corporate operations and non-reportable segments, all of which are not presented above.
(4)		A reconciliation of Adjusted OIBDA (Non-GAAP) to Operating income (GAAP) for September 30, 2017 actual results can be found on TDS' website at investors.tdsinc.com.

3

Conference Call Information

TDS will hold a conference call on November 8, 2017 at 9:30 a.m. Central Time.

• Access the live call on the Events & Presentations page of investors.tdsinc.com or athttps://www.webcaster4.com/Webcast/Page/1145/23219.
• Access the call by phone at 877/407-8029 (US/Canada), no pass code required.

Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.tdsinc.com. The call will be archived on the Events & Presentations page of investors.tdsinc.com.

About TDS

Telephone and Data Systems, Inc. (TDS), a Fortune 1000® company, provides wireless; cable and wireline broadband, TV and voice; and hosted and managed servicesto approximately 6 million connections nationwide through its businesses, U.S. Cellular, TDS Telecom, OneNeck IT Solutions, and BendBroadband. Founded in 1969 and headquartered in Chicago, TDS employed 9,900people as of September 30, 2017.

Visit www.tdsinc.com for comprehensive financial information, including earnings releases, quarterly and annual filings, shareholder information and more.

Contacts

Jane W. McCahon, Senior Vice President - Corporate Relations and Corporate Secretary

312-592-5379

jane.mccahon@tdsinc.com

Julie D. Mathews, IRC, Director - Investor Relations

312-592-5341

julie.mathews@tdsinc.com

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: intense competition; the ability to execute TDS’ business strategy; uncertainties in TDS’ future cash flows and liquidity and access to the capital markets; the ability to make payments on TDS and U.S. Cellular indebtedness or comply with the terms of debt covenants; impacts of any pending acquisitions/divestitures/exchanges of properties and/or licenses, including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transactions and the financial impacts of such transactions; the ability of the company to successfully manage and grow its markets; the access to and pricing of unbundled network elements; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings of TDS and U.S. Cellular debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; pending and future litigation; changes in income tax rates, laws, regulations or rulings; changes in customer growth rates, average monthly revenue per user, churn rates, roaming revenue and terms, the availability of wireless devices, or the mix of services and products offered by U.S. Cellular and TDS Telecom. Investors are encouraged to consider these and other risks and uncertainties that are discussed in the Form 8-K Current Report 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:

TDS: www.tdsinc.com

U.S. Cellular: www.uscellular.com

TDS Telecom: www.tdstelecom.com

OneNeck IT Solutions: www.oneneck.com

4

United States Cellular Corporation
Summary Operating Data (Unaudited)
As of or for the Quarter Ended					9/30/2017		6/30/2017		3/31/2017			12/31/2016		9/30/2016
Retail Connections
	Postpaid
		Total at end of period				4,513,000		4,478,000		4,455,000		4,482,000		4,484,000
		Gross additions				191,000		174,000		146,000		187,000		174,000
			Feature phones			7,000		7,000		7,000		7,000		10,000
			Smartphones			132,000		116,000		88,000		109,000		105,000
			Connected devices			52,000		51,000		51,000		71,000		59,000
		Net additions (losses)				35,000		23,000		(27,000)		(2,000)		(6,000)
			Feature phones			(15,000)		(15,000)		(19,000)		(21,000)		(20,000)
			Smartphones			44,000		34,000		(9,000)		(4,000)		(7,000)
			Connected devices			6,000		4,000		1,000		23,000		21,000
		ARPU (1)			$	43.41	$	44.60	$	45.42	$	45.19	$	47.08
		ABPU (Non-GAAP)(2)			$	54.71	$	55.19	$	55.82	$	55.43	$	56.79
		ARPA (3)			$	116.36	$	119.73	$	121.88	$	120.67	$	125.31
		ABPA (Non-GAAP)(4)			$	146.65	$	148.15	$	149.78	$	148.02	$	151.16
		Churn rate (5)				1.16%		1.13%		1.29%		1.41%		1.34%
			Handsets			0.96%		0.91%		1.08%		1.23%		1.22%
			Connected devices			2.33%		2.35%		2.55%		2.49%		2.04%
	Prepaid
		Total at end of period				515,000		484,000		480,000		484,000		480,000
		Gross additions				102,000		73,000		78,000		83,000		132,000
		Net additions (losses)				31,000		3,000		(4,000)		4,000		67,000
		ARPU(1)			$	33.12	$	33.52	$	33.66	$	33.25	$	34.39
		Churn rate (5)				4.75%		4.93%		5.69%		5.44%		4.84%
Total connections at end of period (6)						5,089,000		5,023,000		4,996,000		5,031,000		5,030,000
Market penetration at end of period
	Consolidated operating population					31,834,000		32,089,000		32,089,000		31,994,000		31,994,000
	Consolidated operating penetration(7)					16%		16%		16%		16%		16%
Capital expenditures (millions)					$	112	$	84	$	61	$	171	$	103
Total cell sites in service						6,436		6,421		6,417		6,415		6,374
Owned towers						4,051		4,044		4,041		4,040		4,015
(1)		Average Revenue Per User (ARPU) - metric is calculated by dividing a revenue base by an average number of connections and by the number of months in the period.  These revenue bases and connection populations are shown below:
			▪	Postpaid ARPU consists of total postpaid service revenues and postpaid connections.
			▪	Prepaid ARPU consists of total prepaid service revenues and prepaid connections.
(2)		Average Billings Per User (ABPU) - non-GAAP metric is calculated by dividing total postpaid service revenues plus equipment installment plan billings by the average number of postpaid connections and by the number of months in the period.  Refer to the end of this release for a reconciliation of this metric to its most comparable GAAP metric.
(3)		Average Revenue Per Account (ARPA) - metric is calculated by dividing total postpaid service revenues by the average number of postpaid accounts and by the number of months in the period.
(4)		Average Billings Per Account (ABPA) - non-GAAP metric is calculated by dividing total postpaid service revenues plus equipment installment plan billings by the average number of postpaid accounts and by the number of months in the period.  Refer to the end of this release for a reconciliation of this metric to its most comparable GAAP metric.
(5)		Churn rate represents the percentage of the connections that disconnect service each month.  These rates represent the average monthly churn rate for each respective period.
(6)		Includes reseller and other connections.
(7)		Market penetration is calculated by dividing the number of wireless connections at the end of the period by the total population of consolidated operating markets as estimated by Nielsen.

5

TDS Telecom
Summary Operating Data (Unaudited)
As of or for the Quarter Ended			9/30/2017		6/30/2017		3/31/2017		12/31/2016		9/30/2016
TDS Telecom
Wireline
	Residential connections
		Voice(1)		298,200		304,600		308,200		310,600		314,600
		Broadband (2)		229,900		230,200		228,500		229,500		232,800
		IPTV (3)		47,200		46,200		45,200		45,300		43,600
		Wireline residential connections		575,300		581,000		581,900		585,400		590,900
	Total residential revenue per connection (4)		$	46.07	$	46.39	$	45.17	$	44.27	$	44.25
	Commercial connections
		Voice (1)		146,900		150,500		154,000		157,400		160,900
		Broadband(2)		20,900		21,000		21,200		21,400		21,700
		managedIP(5)		147,600		149,700		150,300		150,900		151,500
		Wireline commercial connections		315,300		321,200		325,500		329,700		334,000
	Total Wireline connections			890,700		902,200		907,400		915,200		924,900
Cable
	Cable Connections
		Broadband(6)		143,800		140,300		137,800		133,700		130,200
		Video(7)		97,900		97,900		97,600		99,000		101,100
		Voice(8)		58,900		58,700		59,000		59,600		59,800
		Cable connections		300,600		297,000		294,300		292,400		291,000
Numbers may not foot due to rounding.
(1)		The individual circuits connecting a customer to Wireline’s central office facilities.
(2)		The number of Wireline customers provided high-capacity data circuits via various technologies, including DSL and dedicated internet circuit technologies.
(3)		The number of Wireline customers provided video services using IP networking technology.
(4)		Total residential revenue per connection is calculated by dividing total Wireline residential revenue by the average number of Wireline residential connections and by the number of months in the period.
(5)		The number of telephone handsets, data lines and IP trunks providing communications using IP networking technology.
(6)		Billable number of lines into a building for high-speed data services.
(7)		Generally, a home or business receiving video programming counts as one video connection. In counting bulk residential or commercial connections, such as an apartment building or hotel, connections are counted based on the number of units/rooms within the building receiving service.
(8)		Billable number of lines into a building for voice services.

TDS Telecom
Capital Expenditures (Unaudited)
Quarter Ended	9/30/2017		6/30/2017		3/31/2017		12/31/2016		9/30/2016
(Dollars in millions)
Wireline	$	41	$	33	$	17	$	26	$	27
Cable		14		12		9		13		11
HMS		2		4		6		5		2
	$	58	$	49	$	33	$	45	$	40
Numbers may not foot due to rounding.

6

Telephone and Data Systems, Inc.
Consolidated Statement of Operations Highlights
(Unaudited)
				Three Months Ended September 30,
				2017		2016		2017 vs. 2016
								Increase (Decrease)
(Dollars and shares in millions, except per share amounts)
Operating revenues
	U.S. Cellular (1)			$	963	$	1,023	$	(60)	(6)%
	TDS Telecom				285		287		(3)	(1)%
	All Other (2)				3		4		(1)	-
					1,251		1,314		(63)	(5)%
Operating expenses
	U.S. Cellular
		Expenses excluding depreciation, amortization and accretion			796		846		(50)	(6)%
		Depreciation, amortization and accretion			153		155		(2)	(2)%
		Loss on impairment of goodwill			370		–		370	N/M
		(Gain) loss on asset disposals, net			5		7		(2)	(26)%
		(Gain) loss on sale of business and other exit costs, net			(1)		–		(1)	N/M
		(Gain) loss on license sales and exchanges, net			–		(7)		7	100%
					1,323		1,001		322	32%
	TDS Telecom
		Expenses excluding depreciation, amortization and accretion			206		217		(11)	(5)%
		Depreciation, amortization and accretion			56		57		(1)	(2)%
		Loss on impairment of goodwill			35		–		35	N/M
		(Gain) loss on asset disposals, net			1		2		(1)	(51)%
					297		276		21	8%
	All Other(2)
		Expenses excluding depreciation and amortization			5		4		1	64%
		Depreciation and amortization			–		2		(2)	(9)%
		Loss on impairment of goodwill(3)			(143)		–		(143)	N/M
		(Gain) loss on asset disposals, net			–		(1)		1	(100)%
					(137)		5		(143)	(100)%
			Total operating expenses		1,483		1,281		202	16%
Operating income (loss)
	U.S. Cellular (1)				(360)		22		(382)	>(100)%
	TDS Telecom				(13)		12		(24)	>(100)%
	All Other (2)				141		(1)		142	>100%
					(232)		33		(265)	>(100)%
Investment and other income (expense)
	Equity in earnings of unconsolidated entities				35		38		(3)	(6)%
	Interest and dividend income (1)				4		2		2	>100%
	Interest expense				(43)		(42)		(1)	(2)%
	Other, net				–		(1)		1	>100%
		Total investment and other income (expense)(1)			(4)		(3)		(1)	(38)%
Income (loss) before income taxes					(236)		30		(266)	>(100)%
	Income tax expense (benefit)				(5)		14		(19)	>(100)%
Net income (loss)					(231)		16		(247)	>(100)%
	Less: Net income (loss) attributable to noncontrolling
		interests, net of tax			(50)		3		(53)	>(100)%
Net income (loss) attributable to TDS shareholders					(181)		13		(194)	>(100)%
	TDS Preferred dividend requirement				–		–		–	-
Net income (loss) available to TDS common shareholders				$	(181)	$	13	$	(194)	>(100)%
Basic weighted average shares outstanding					111		110		1	1%
Basic earnings (loss) per share available to TDS common shareholders				$	(1.64)	$	0.12	$	(1.76)	N/M
Diluted weighted average shares outstanding					111		111		–	(1)%
Diluted earnings (loss) per share available to TDS common shareholders				$	(1.64)	$	0.11	$	(1.75)	>(100)%
N/M - Percentage change not meaningful
Numbers may not foot due to rounding.
End Notes (1) (2) (3)  ̶  Explained on page 11 of the release

7

Telephone and Data Systems, Inc.
Consolidated Statement of Operations Highlights
(Unaudited)
				Nine Months Ended September 30,
				2017		2016		2017 vs. 2016
								Increase (Decrease)
(Dollars and shares in millions, except per share amounts)
Operating revenues
	U.S. Cellular(1)			$	2,862	$	2,985	$	(123)	(4)%
	TDS Telecom				865		868		(4)	-
	All Other(2)				9		10		(1)	(2)%
					3,736		3,863		(127)	(3)%
Operating expenses
	U.S. Cellular
		Expenses excluding depreciation, amortization and accretion			2,339		2,460		(121)	(5)%
		Depreciation, amortization and accretion			460		462		(2)	-
		Loss on impairment of goodwill			370		–		370	N/M
		(Gain) loss on asset disposals, net			14		16		(2)	(17)%
		(Gain) loss on sale of business and other exit costs, net			(1)		–		(1)	>(100)%
		(Gain) loss on license sales and exchanges, net			(19)		(16)		(3)	(16)%
					3,163		2,922		241	8%
	TDS Telecom
		Expenses excluding depreciation, amortization and accretion			621		644		(23)	(4)%
		Depreciation, amortization and accretion			166		168		(2)	(1)%
		Loss on impairment of goodwill			35		–		35	N/M
		(Gain) loss on asset disposals, net			2		4		(1)	(38)%
					824		816		9	1%
	All Other(2)
		Expenses excluding depreciation and amortization			8		8		–	25%
		Depreciation and amortization			6		6		–	(10)%
		Loss on impairment of goodwill(3)			(143)		–		(143)	N/M
		(Gain) loss on sale of business and other exit costs, net			–		(1)		1	N/M
					(129)		13		(142)	>(100)%
			Total operating expenses		3,858		3,750		108	3%
Operating income (loss)
	U.S. Cellular(1)				(301)		63		(364)	>(100)%
	TDS Telecom				41		53		(12)	(23)%
	All Other(2)				138		(3)		141	>100%
					(122)		113		(235)	>(100)%
Investment and other income (expense)
	Equity in earnings of unconsolidated entities				101		109		(8)	(8)%
	Interest and dividend income(1)				12		7		5	53%
	Interest expense				(128)		(127)		(1)	(1)%
	Other, net				–		1		(1)	>100%
		Total investment and other income (expense)(1)			(15)		(10)		(5)	(50)%
Income (loss) before income taxes					(137)		103		(240)	>(100)%
	Income tax expense				39		45		(6)	(12)%
Net income (loss)					(176)		58		(234)	>(100)%
	Less: Net income (loss) attributable to noncontrolling
		interests, net of tax			(42)		9		(51)	>(100)%
Net income (loss) attributable to TDS shareholders					(134)		49		(183)	>(100)%
	TDS Preferred dividend requirement				–		–		–	(67)%
Net income (loss) available to TDS common shareholders				$	(134)	$	49	$	(183)	>(100)%
Basic weighted average shares outstanding					111		110		1	1%
Basic earnings (loss) per share available to TDS common shareholders				$	(1.21)	$	0.44	$	(1.65)	>(100)%
Diluted weighted average shares outstanding					111		111		–	1%
Diluted earnings (loss) per share available to TDS common shareholders				$	(1.21)	$	0.44	$	(1.65)	>(100)%
N/M - Percentage change not meaningful
Numbers may not foot due to rounding.
End Notes (1) (2) (3)  ̶̶  Explained on page 11 of the release

8

Telephone and Data Systems, Inc.

Consolidated Statement of Cash Flows

(Unaudited)

				Nine Months Ended
				September 30,
				2017		2016
(Dollars in millions)
Cash flows from operating activities
	Net income (loss)			$	(176)	$	58
	Add (deduct) adjustments to reconcile net income (loss) to net cash flows
	from operating activities
		Depreciation, amortization and accretion			632		636
		Bad debts expense			68		72
		Stock-based compensation expense			34		29
		Deferred income taxes, net			(23)		11
		Equity in earnings of unconsolidated entities			(101)		(109)
		Distributions from unconsolidated entities			85		55
		Loss on impairment of goodwill			262		–
		(Gain) loss on asset disposals, net			16		20
		(Gain) loss on sale of business and other exit costs, net			(1)		(1)
		(Gain) loss on license sales and exchanges, net			(19)		(16)
		Noncash interest			2		2
		Other operating activities			–		(3)
	Changes in assets and liabilities from operations
		Accounts receivable			(6)		(9)
		Equipment installment plans receivable			(164)		(160)
		Inventory			44		3
		Accounts payable			(59)		47
		Customer deposits and deferred revenues			(16)		(41)
		Accrued taxes			41		77
		Accrued interest			11		7
		Other assets and liabilities			(9)		(40)
			Net cash provided by operating activities		621		638
Cash flows from investing activities
	Cash paid for additions to property, plant and equipment				(398)		(426)
	Cash paid for acquisitions and licenses				(200)		(46)
	Cash paid for investments				(100)		–
	Cash received from divestitures and exchanges				19		20
	Federal Communications Commission deposit				–		(143)
	Other investing activities				1		1
			Net cash used in investing activities		(678)		(594)
Cash flows from financing activities
	Repayment of long-term debt				(9)		(9)
	Issuance of long-term debt				–		2
	TDS Common Shares reissued for benefit plans, net of tax payments				(1)		7
	U.S. Cellular Common Shares reissued for benefit plans, net of tax payments				–		4
	Repurchase of TDS Common Shares				–		(3)
	Repurchase of U.S. Cellular Common Shares				–		(2)
	Repurchase of TDS Preferred Shares				(1)		–
	Dividends paid to TDS shareholders				(51)		(49)
	Payment of debt issuance costs				–		(4)
	Distributions to noncontrolling interests				(2)		(1)
	Other financing activities				5		11
			Net cash used in financing activities		(59)		(44)
Net increase (decrease) in cash and cash equivalents					(116)		–
Cash and cash equivalents
	Beginning of period				900		985
	End of period			$	784	$	985

9

Telephone and Data Systems, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
			September 30,		December 31,
			2017		2016
(Dollars in millions)
Current assets
	Cash and cash equivalents		$	784	$	900
	Short-term investments			100		–
	Accounts receivable from customers and others, net			871		851
	Inventory, net			107		151
	Prepaid expenses			109		115
	Income taxes receivable			2		10
	Other current assets			31		32
		Total current assets		2,004		2,059
Assets held for sale				5		8
Licenses				2,234		1,895
Goodwill				508		766
Franchise rights				244		244
Other intangible assets, net				26		33
Investments in unconsolidated entities				467		451
Other investments				–		1
Property, plant and equipment, net				3,337		3,555
Other assets and deferred charges				385		434
Total assets			$	9,210	$	9,446

10

Telephone and Data Systems, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
				September 30,		December 31,
				2017		2016
(Dollars and shares in millions, except per share amounts)
Current liabilities
	Current portion of long-term debt			$	20	$	12
	Accounts payable				308		365
	Customer deposits and deferred revenues				211		229
	Accrued interest				22		11
	Accrued taxes				72		44
	Accrued compensation				112		127
	Other current liabilities				84		99
		Total current liabilities			829		887
Deferred liabilities and credits
	Deferred income tax liability, net				898		922
	Other deferred liabilities and credits				480		453
Long-term debt, net					2,443		2,433
Noncontrolling interests with redemption features					1		1
Equity
	TDS shareholders' equity
		Series A Common and Common Shares, par value $.01			1		1
		Capital in excess of par value			2,404		2,386
		Treasury shares, at cost			(679)		(698)
		Accumulated other comprehensive income			–		1
		Retained earnings			2,257		2,454
			Total TDS shareholders' equity		3,983		4,144
	Preferred shares				–		1
	Noncontrolling interests				576		605
		Total equity			4,559		4,750
Total liabilities and equity				$	9,210	$	9,446
(1)	Equipment installment plan interest income is reflected as a component of Service revenues consistent with an accounting policy change effective January 1, 2017.  All prior period numbers have been recast to conform to this accounting change.
(2)	Consists of TDS corporate, intercompany eliminations and all other business operations not included in the U.S. Cellular and TDS Telecom segments.
(3)	During the three months ended September 30, 2017, U.S. Cellular recorded a goodwill impairment of $370 million while TDS recorded a goodwill impairment of the U.S. Cellular reporting unit of $227 million.  Prior to 2009, TDS accounted for U.S. Cellular's share repurchases as step acquisitions, allocating a portion of the share repurchase value to TDS' Goodwill.  Further, goodwill was impaired at the TDS level in 2003 but not at the U.S. Cellular level, effectively resulting in a lower basis of goodwill attributable to the U.S. Cellular reporting unit rather than at U.S. Cellular itself.  Consequently, U.S. Cellular's Goodwill on a stand-alone basis and any resulting impairments of Goodwill does not equal the TDS consolidated Goodwill related to U.S. Cellular.

11

Balance Sheet Highlights
(Unaudited)
		September 30, 2017
		U.S.		TDS		TDS Corporate		Intercompany		TDS
		Cellular		Telecom		& Other		Eliminations		Consolidated
(Dollars in millions)
Cash and cash equivalents		$	498	$	22	$	264	$	–	$	784
Affiliated cash investments			–		533		–		(533)		–
		$	498	$	555	$	264	$	(533)	$	784
Short-term investments		$	50	$	–	$	50	$	–	$	100
Licenses, goodwill and other intangible
	assets	$	2,225	$	783	$	4	$	–	$	3,012
Investment in unconsolidated entities			429		4		41		(7)		467
		$	2,654	$	787	$	45	$	(7)	$	3,479
Property, plant and equipment, net		$	2,263	$	1,052	$	22	$	–	$	3,337
Long-term debt, net:
	Current portion	$	18	$	1	$	1	$	–	$	20
	Non-current portion		1,626		4		813		–		2,443
		$	1,644	$	5	$	814	$	–	$	2,463

12

TDS Telecom Highlights
(Unaudited)
			Three Months Ended September 30,
							2017 vs. 2016
			2017		2016		Increase (Decrease)
(Dollars in millions)
Wireline
Operating revenues
	Residential		$	80	$	78	$	1	2%
	Commercial			50		53		(3)	(6)%
	Wholesale			49		43		6	13%
		Total service revenues		178		174		4	2%
	Equipment and product sales			–		–		–	(28)%
				179		175		4	2%
Operating expenses
	Cost of services			66		67		(1)	(1)%
	Cost of equipment and products			–		1		–	(37)%
	Selling, general and administrative expenses			49		50		(2)	(3)%
	Expenses excluding depreciation, amortization and accretion			115		117		(3)	(2)%
	Depreciation, amortization and accretion			38		41		(3)	(8)%
	(Gain) loss on asset disposals, net			–		1		–	(76)%
				152		159		(6)	(4)%
	Operating income		$	26	$	16	$	10	63%
Cable
Operating revenues
	Residential		$	43	$	37	$	6	16%
	Commercial			9		9		–	(2)%
				52		46		6	12%
Operating expenses
	Cost of services			25		23		2	8%
	Selling, general and administrative expenses			13		13		–	2%
	Expenses excluding depreciation, amortization and accretion			38		36		2	6%
	Depreciation, amortization and accretion			11		9		2	24%
	(Gain) loss on asset disposals, net			1		1		–	(33)%
				50		46		4	8%
	Operating income		$	2	$	–	$	2	>100%
HMS
Operating revenues
	Service revenues		$	28	$	29	$	(1)	(2)%
	Equipment and product sales			27		39		(11)	(30)%
				56		68		(12)	(18)%
Operating expenses
	Cost of services			21		21		–	-
	Cost of equipment and products			22		33		(10)	(31)%
	Selling, general and administrative expenses			11		12		–	(3)%
	Expenses excluding depreciation, amortization and accretion			54		65		(11)	(16)%
	Depreciation, amortization and accretion			7		7		–	(3)%
	Loss on impairment of goodwill			35		–		35	N/M
				96		72		24	33%
	Operating loss		$	(41)	$	(5)	$	(36)	>(100)%
Intercompany revenues			$	(1)	$	(1)	$	–	(10)%
Intercompany expenses				(1)		(1)		–	(10)%
Total TDS Telecom operating income (loss)			$	(13)	$	12	$	(24)	>(100)%
N/M - Percentage change not meaningful
Numbers may not foot due to rounding.

13

TDS Telecom Highlights
(Unaudited)
			Nine Months Ended September 30,
							2017 vs. 2016
			2017		2016		Increase (Decrease)
(Dollars in millions)
Wireline
Operating revenues
	Residential		$	240	$	232	$	8	3%
	Commercial			151		160		(9)	(6)%
	Wholesale			147		130		17	13%
		Total service revenues		537		522		16	3%
	Equipment and product sales			1		1		–	(34)%
				538		523		15	3%
Operating expenses
	Cost of services			194		192		2	1%
	Cost of equipment and products			2		2		–	(7)%
	Selling, general and administrative expenses			145		148		(3)	(2)%
	Expenses excluding depreciation, amortization and accretion			340		342		(1)	-
	Depreciation, amortization and accretion			114		119		(5)	(5)%
	(Gain) loss on asset disposals, net			1		2		(1)	(54)%
				455		462		(8)	(2)%
	Operating income		$	84	$	61	$	23	37%
Cable
Operating revenues
	Residential		$	125	$	108	$	16	15%
	Commercial			27		28		(1)	(3)%
				152		137		15	11%
Operating expenses
	Cost of services			73		69		4	5%
	Selling, general and administrative expenses			39		37		1	3%
	Expenses excluding depreciation, amortization and accretion			112		107		5	5%
	Depreciation, amortization and accretion			32		27		5	17%
	(Gain) loss on asset disposals, net			1		2		–	(24)%
				145		136		9	7%
	Operating income		$	7	$	1	$	6	>100%
HMS
Operating revenues
	Service revenues		$	84	$	91	$	(6)	(7)%
	Equipment and product sales			93		121		(28)	(23)%
				178		212		(34)	(16)%
Operating expenses
	Cost of services			63		61		1	2%
	Cost of equipment and products			77		101		(24)	(24)%
	Selling, general and administrative expenses			32		37		(4)	(12)%
	Expenses excluding depreciation, amortization and accretion			172		199		(27)	(13)%
	Depreciation, amortization and accretion			21		22		(1)	(6)%
	Loss on impairment of goodwill			35		–		35	N/M
				227		221		7	3%
	Operating loss		$	(50)	$	(9)	$	(41)	>(100)%
Intercompany revenues			$	(3)	$	(3)	$	–	-
Intercompany expenses				(3)		(3)		–	-
Total TDS Telecom operating income			$	41	$	53	$	(12)	(23)%
N/M - Percentage change not meaningful
Numbers may not foot due to rounding.

14

Telephone and Data Systems, Inc.
Financial Measures and Reconciliations
Free Cash Flow
		Three Months Ended September 30,				Nine Months Ended September 30,
		2017		2016		2017		2016
(Dollars in millions)
Cash flows from operating activities (GAAP)		$	263	$	238	$	621	$	638
Less: Cash paid for additions to property, plant and equipment			156		145		398		426
	Free cash flow (Non-GAAP)(1)	$	107	$	93	$	223	$	212
(1)	Management uses Free cash flow as a liquidity measure and it is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment.  Free cash flow is a non-GAAP financial measure which TDS believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by business operations after deducting Cash paid for additions to property, plant and equipment.

15

Net income excluding Goodwill impairment charge

The following non-GAAP financial measures present certain information in the table below excluding the effect of the goodwill impairment charge, related tax effects and noncontrolling interests impacts.  The goodwill impairment charge, which occurred in the third quarter of 2017, is being excluded in this presentation, as it is not related to the current operations of TDS.  TDS believes these measures may be useful to investors and other users of its financial information when comparing the current period financial results with periods that were not impacted by such a charge.

		Three Months Ended September 30,				Nine Months Ended September 30,
			2017		2016	2017		2016
(Dollars in millions, except per share amounts)
Net income (loss) available to TDS common shareholders (GAAP)		$	(181)	$	13	$	(134)	$	49
Adjustments:
	Loss on impairment of goodwill		262		–		262		–
	Tax benefit on impairment of goodwill(1)		(20)		–		(20)		–
	Net income (loss) attributable to noncontrolling interests, net of tax		(52)		–		(52)		–
	Subtotal of Non-GAAP adjustments		190		–		190		–
Net income available to TDS common shareholders excluding goodwill impairment charge (Non-GAAP)		$	9	$	13	$	56	$	49
Diluted earnings (loss) per share available to TDS common shareholders (GAAP)		$	(1.64)	$	0.11	$	(1.21)	$	0.44
Adjustments:
	Adjustment to weighted average diluted shares(2)		0.02		–		0.01		–
	Loss on impairment of goodwill		2.34		–		2.34		–
	Tax benefit on impairment of goodwill(1)		(0.18)		–		(0.18)		–
	Net income (loss) attributable to noncontrolling interests, net of tax		(0.46)		–		(0.46)		–
Diluted earnings per share available to TDS common shareholders excluding goodwill impairment charge (Non-GAAP)		$	0.08	$	0.11	$	0.50	$	0.44
Diluted weighted average shares outstanding (GAAP)			111		111		111		111
	Adjustment to weighted average diluted shares(2)		1		–		1		–
Adjusted diluted weighted average shares (Non-GAAP)			112		111		112		111
(1)	Tax benefit represents the amount associated with the tax-deductible portion of the loss on goodwill impairment.
(2)	Adjustment to reflect the incremental shares deemed anti-dilutive for GAAP diluted earnings per share.

16

Postpaid ABPU and Postpaid ABPA

U.S. Cellular presents Postpaid ABPU and Postpaid ABPA to reflect the revenue shift from Service revenues to Equipment and product sales resulting from the increased adoption of equipment installment plans.  Postpaid ABPU and Postpaid ABPA, as previously defined, are non-GAAP financial measures which U.S. Cellular believes are useful to investors and other users of its financial information in showing trends in both service and equipment and product sales revenues received from customers.

For the Quarter Ended			9/30/2017		6/30/2017		3/31/2017		12/31/2016		9/30/2016
(Dollars and connection counts in millions)
Calculation of Postpaid ARPU
Postpaid service revenues		$	586	$	597	$	608	$	607	$	635
Average number of postpaid connections			4.50		4.47		4.46		4.48		4.49
Number of months in period			3		3		3		3		3
	Postpaid ARPU (GAAP metric)	$	43.41	$	44.60	$	45.42	$	45.19	$	47.08
Calculation of Postpaid ABPU
Postpaid service revenues		$	586	$	597	$	608	$	607	$	635
Equipment installment plan billings			152		142		139		138		131
	Total billings to postpaid connections	$	738	$	739	$	747	$	745	$	766
Average number of postpaid connections			4.50		4.47		4.46		4.48		4.49
Number of months in period			3		3		3		3		3
	Postpaid ABPU (Non-GAAP metric)	$	54.71	$	55.19	$	55.82	$	55.43	$	56.79
Calculation of Postpaid ARPA
Postpaid service revenues		$	586	$	597	$	608	$	607	$	635
Average number of postpaid accounts			1.68		1.66		1.66		1.68		1.69
Number of months in period			3		3		3		3		3
	Postpaid ARPA (GAAP metric)	$	116.36	$	119.73	$	121.88	$	120.67	$	125.31
Calculation of Postpaid ABPA
Postpaid service revenues		$	586	$	597	$	608	$	607	$	635
Equipment installment plan billings			152		142		139		138		131
	Total billings to postpaid accounts	$	738	$	739	$	747	$	745	$	766
Average number of postpaid accounts			1.68		1.66		1.66		1.68		1.69
Number of months in period			3		3		3		3		3
	Postpaid ABPA (Non-GAAP metric)	$	146.65	$	148.15	$	149.78	$	148.02	$	151.16

17

EX-99.2

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORMACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Form8-K and/or press release attached to this Form8-K contain statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause 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 risks, uncertainties and other factors include those set forth below, as more fully described under “Risk Factors” in the most recent filing of TDS’ Form10-K, as updated by any TDS Form10-Q filed subsequent to such Form10-K. Each of the following risks could have a material adverse effect on TDS’ business, financial condition or results of operations.  However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in the most recent filing of TDS’ Form10-K, as updated by any TDS Form10-Q filed subsequent to such Form10-K, the following factors and other information contained in, or incorporated by reference into, this Form8-K and/or press release attached to this Form8-K to understand the material risks relating to TDS’ business, financial condition or results of operations.

• Intense competition in the markets in which TDS operates could adversely affect TDS’ revenues or increase its costs to compete.
• A failure by TDS to successfully execute its business strategy (including planned acquisitions, spectrum acquisitions, divestitures and exchanges) or allocate resources or capital could have an adverse effect on TDS’ business, financial condition or results of operations.
• Uncertainty in TDS’ future cash flow and liquidity or in the ability to access capital, deterioration in the capital markets, other changes in TDS’ performance or market conditions, changes in TDS’ 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 or acquisition programs, reduce the acquisition of spectrum licenses, and/or reduce or cease share repurchases and/or the payment of dividends.
• TDS has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt.
• Changes in roaming practices or other factors could cause TDS’ roaming revenues to decline from current levels, roaming expenses to increase from current levels and/or impact TDS’ ability to service its customers in geographic areas where TDS does not have its own network, which could have an adverse effect on TDS’ business, financial condition or results of operations.
• A failure by TDS to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on TDS’ business, financial condition or results of operations.
• To the extent conducted by the FCC, TDS may participate in FCC auctions of additional spectrum in the future directly or indirectly and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.
• Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations.
• An inability to attract people of outstanding potential, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on TDS' business, financial condition or results of operations.
• TDS’ assets are concentrated primarily in the U.S. telecommunications industry.  Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry.
• TDS’ smaller scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations.

• Changes in various business factors, including changes in demand, customer preferences and perceptions, price competition, churn from customer switching activity and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations.
• Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business.
• Complexities associated with deploying new technologies present substantial risk and TDS’ investments in unproven technologies may not produce the benefits that TDS expects.
• TDS receives regulatory support and is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of the support and fees are subject to great uncertainty, which could have an adverse effect on TDS’ business, financial condition or results of operations.
• Performance under device purchase agreements could have a material adverse impact on TDS' business, financial condition or results of operations.
• Changes in TDS’ enterprise value, changes in the market supply or demand for wireless licenses, wireline or cable markets or IT service providers, adverse developments in the businesses or the industries in which TDS is involved and/or other factors could require TDS to recognize impairments in the carrying value of its licenses, goodwill, franchise rights and/or physical assets.
• Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or licenses and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations.
• TDS offers customers the option to purchase certain devices under installment contracts which, compared to fixed-term service contracts, includes risks that TDS may possibly incur greater churn, lower cash flows, increased costs and/or increased bad debts expense due to differences in contract terms, which could have an adverse impact on TDS' financial condition or results of operations.
• A failure by TDS to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network, support and other systems and infrastructure could have an adverse effect on its operations.
• Difficulties involving third parties with which TDS does business, including changes in TDS’ relationships with or financial or operational difficulties of key suppliers or independent agents and third party national retailers who market TDS’ services, could adversely affect TDS’ business, financial condition or results of operations.
• TDS has significant investments in entities that it does not control.  Losses in the value of such investments could have an adverse effect on TDS’ financial condition or results of operations.
• A failure by TDS to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations.
• TDS has experienced and, in the future, expects to experience cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations.
• The market price of TDS’ Common Shares is subject to fluctuations due to a variety of factors.
• Changes in facts or circumstances, including new or additional information, could require TDS to record charges in excess of amounts accrued in the financial statements, which could have an adverse effect on TDS’ business, financial condition or results of operations.
• Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, 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’ 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 wireless 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’ wireless business, financial condition or results of operations.
• Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent TDS from using necessary technology to provide products or services or subject TDS to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on TDS’ business, financial condition or results of operations.
• Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS.

• Any of the foregoing events or other events could cause revenues, earnings, capital expenditures and/or any other financial or statistical information to vary from TDS’ forward-looking estimates by a material amount.