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): November 15, 2005

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

Item 3.01(a). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 15, 2005, Telephone and Data Systems, Inc. (“TDS”) and its subsidiary, United States Cellular Corporation (“U.S. Cellular”), received notices from the staff of The American Stock Exchange (“AMEX”) indicating that TDS and U.S. Cellular are not in compliance with Sections 134 and 1101 of the AMEX Company Guide and their listing agreements as a result of TDS’s and U.S. Cellular’s failure to file their quarterly reports on Forms 10-Q for the quarter ended September 30, 2005 on a timely basis.

The AMEX notices require each of TDS and U.S. Cellular to submit a plan by December 1, 2005, advising the AMEX of any action it has taken, or will take, to file its Form 10-Q for the quarter ended September 30, 2005, and bring TDS and U.S. Cellular into compliance with the AMEX Company Guide by no later than January 17, 2006.  If the plan is accepted by the AMEX, the listing of the Common Shares of TDS and U.S. Cellular will continue pursuant to an extension.  The AMEX notices state that if TDS and U.S. Cellular are not in compliance with the listing standards by January 17, 2006, the AMEX may initiate delisting proceedings, as appropriate. Further, if either TDS and U.S. Cellular do not submit a plan or if its plan is not accepted by the AMEX, TDS or U.S. Cellular may be subject to delisting proceedings. In either event, TDS and U.S. Cellular may appeal if the AMEX staff makes a determination to initiate delisting proceedings in accordance with applicable AMEX rules.

In the letter, the AMEX also noted that TDS and U.S. Cellular will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the continued listing standards and “.LF” will be appended to TDS’s and U.S. Cellular’s trading symbols whenever such trading symbols are transmitted with a quotation or trade. Accordingly, TDS will trade as TDS.LF, TDS.S. will trade as TDS.S.LF and USM will trade as USM.LF.  The website posting and indicator will remain in effect until TDS and U.S. Cellular have regained compliance with all applicable continued listing standards.

In addition, on November 15, 2005, TDS and U.S. Cellular received notices from the staff of The New York Stock Exchange (“NYSE”) indicating that TDS and U.S. Cellular have been identified as late filers as a result of their failure to file quarterly report on Form 10-Q for the quarter ended September 30, 2005 on a timely basis in compliance with Section 13 or 15(d) of the Securities Exchange Act of 1934.  The letter also notes that TDS and U.S. Cellular will be posted to the late filers list on the “Listing Standards” page on the NYSE website and “.LF” will be appended to TDS’s ad U.S. Cellular’s trading symbols for their debt that is listed on the NYSE.  Accordingly, TDA will trade as TDA.LF, TDI will trade as TDI.LF, UZG will trade as UZG.LF and UZV will trade as UZV.LF.  The website posting and indicator will remain in effect until TDS and U.S. Cellular are current with all reporting requirements with the SEC.

TDS and U.S. Cellular intend to file their Forms10-Q for the quarter ended September 30, 2005 with the Securities and Exchange Commission (“SEC”) in approximately mid-December 2005.  TDS and U.S. Cellular expect to be current with all reporting requirements of the SEC and the listing requirements of the AMEX and NYSE when they files such Forms 10-Q.

On November 16, 2005, TDS and U.S. Cellular issued a joint press release disclosing the foregoing, a copy of which is attached hereto as Exhibit 99.1.

Item 8.01  Other Events

On November 11, 2005, TDS and U.S. Cellular issued a joint press release disclosing that the staff of the Midwest Regional Office of the Securities Exchange Commission (“SEC”) had advised TDS and U.S. Cellular that it was conducting an investigation into the restatement of financial statements that was announced by TDS and U.S. Cellular on November 10, 2005, and that TDS and U.S.

2

Cellular intend to cooperate fully with the SEC in this investigation.  A copy of such press release is attached hereto as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits

(c)Exhibits:

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

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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: November 17, 2005
By:	/s/ D. Michael Jack
	D. Michael Jack
	Senior Vice President and Corporate Controller

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EXHIBIT INDEX

The following exhibits are filed or furnished herewith as noted below.

Exhibit
No.	Description
99.1	Press Release dated November 16, 2005.
99.2	Press Release dated November 11, 2005.
99.3	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

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EX-99.1

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 RECEIVE NON-COMPLIANCE NOTIFICATION
FROM THE AMEX AND NYSE

CHICAGO – Nov. 16, 2005 – Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] and United States Cellular Corporation [AMEX: USM], as expected and pursuant to prior conversations with the exchanges, today announced that both companies received notices from the staff of The American Stock Exchange (“AMEX”) and The New York Stock Exchange (“NYSE”) indicating that TDS and U.S. Cellular are not in compliance with listing standards due to their failure to file quarterly reports on Form 10-Q for the quarter ended Sept. 30, 2005 on a timely basis.  The issuing of such notices is considered routine practice in situations when there are late filings with the SEC.

TDS and U.S. Cellular equity securities trade on the AMEX and the debt securities, discussed below, trade on the NYSE.

As a result of the non-compliance notices, TDS and U.S. Cellular will be included in a list of issuers, which is posted daily on the AMEX and NYSE websites, that are not in compliance with the listing standards and “.LF” will be appended to their trading symbols whenever such trading symbols are transmitted with a quotation or trade.  The AMEX will post both companies to their late filers list on or before Nov. 21, 2005.  The NYSE will post both companies to their late filers list on Nov. 18, 2005.

Equity Ticker symbols (AMEX)		Late filing ticker symbol (AMEX)
	TDS		TDS.LF
	TDS.S		TDS.S.LF
	USM		USM.LF

Debt Ticker symbols (NYSE)		Late filing ticker symbol (NYSE)
	TDA		TDA.LF
	TDI		TDI.LF
	UZG		UZG.LF
	UZV		UZV.LF

The website posting and indicator will remain in effect until TDS and U.S. Cellular have regained compliance with all applicable listing requirements.  TDS and U.S. Cellular expect to be in compliance with such listing requirements when they file their Forms 10-Q for the

quarter ended Sept. 30, 2005.  The companies have not filed their Forms 10-Q for the quarter ended Sept. 30, 2005 due to a restatement of their financial results for the first and second quarters of 2005, the years ended Dec. 31, 2000 - 2004, and each of the quarters of 2004 and 2003.  The companies anticipate filing the amended Forms 10-K and Forms 10-Q in mid-December 2005.

TDS and U.S. Cellular will also file Forms 8-K to report additional matters relating to the notices from the AMEX and NYSE.

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.

As of Sept. 30, U.S. Cellular Corporation, 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 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 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 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; 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 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

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EX-99.2

Exhibit 99.2

Contact:  Mark A. Steinkrauss, Vice President, Corporate Relations

(312) 592-5384 mark.steinkrauss@teldta.com

FOR RELEASE:  IMMEDIATE

TDS AND U.S. CELLULAR RECEIVE NOTIFICATION FROM SEC STAFF

CHICAGO – Nov. 11, 2005 – Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] and United States Cellular Corporation [AMEX: USM] today announced that the staff of the Midwest Regional Office of the Securities and Exchange Commission (SEC) has advised both companies that it is conducting an investigation in response to the restatement of financial statements that was announced by TDS and U.S. Cellular on Nov. 10, 2005. The companies intend to cooperate fully with the SEC staff in this investigation.  The letters from the SEC staff stated that the investigation should not be construed as an indication by the SEC or its staff that any violations of law have occurred, nor should it be considered a reflection upon any person, entity or security.

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.

As of Sept. 30, U.S. Cellular Corporation, 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.

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

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EX-99.3

Exhibit 99.3

TELEPHONE AND DATA SYSTEMS, INC.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

The press releases 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 revenuesor 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, 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 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 resultsof 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.