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): August 25, 2006

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14157	36-2669023
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)	Identification No.)
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 2.02.  Results of Operations and Financial Condition

On August 25, 2006, Telephone and Data Systems, Inc. (“TDS”) issued a news release announcing its results of operations for the first quarter of 2006 and certain other information.  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.

Item 9.01.  Financial Statements and Exhibits

(d)       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.

Attached as Exhibit 99.2 is a safe harbor cautionary statement under the Private Securities Litigation Reform Act of 1995.

2

SIGNATURES

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

Telephone and Data Systems, Inc.

(Registrant)

Date:  August 25, 2006

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

3

EXHIBIT INDEX

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

Exhibit No.	Description
99.1	Earnings Press Release dated August 25, 2006
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

4

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 REPORTS FIRST QUARTER 2006 RESULTS

CHICAGO — Aug. 25, 2006 — Telephone and Data Systems, Inc. [AMEX:TDS, TDS.S] reported operating revenues of $1,060.3 million for the first quarter of 2006, up 13 percent from $935.8 million, as restated, for the comparable period one year ago.  Operating income was $109.1 million, an increase of 38% compared to operating income of $78.8 million, as restated, for the first quarter of 2005. Net income available to common and diluted earnings per share were $39.8 million and $0.34, respectively. In the first quarter of 2005, net income available to common and diluted earnings per share were $23 million and $0.20, respectively, as restated.

First Quarter Highlights

·Total U.S. Cellular customers increased 10 percent year over year to 5,633,000 customers.  Retail customers increased 9 percent to 5,029,000.

·U.S. Cellular average monthly revenue per unit increased 4 percent to $46.22.

·U.S. Cellular recorded a postpay churn rate of 1.5 percent.

·TDS Telecom’s access line equivalents (ILEC and CLEC) increased 2 percent to nearly 1.2 million.

·The number of ILEC Digital Subscriber Lines (DSL) increased 53 percent, and the number of CLEC DSL lines grew 22 percent year over year.

·The ILEC’s long distance customers increased 8 percent to 327,100 with long distance penetration reaching 52 percent at March 31, 2006.

·TDS redeemed $35 million of medium-term notes during January and February which carried interest rates of 10%.

TDS will file its Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter ended March 31, 2006, with the Securities and Exchange Commission (SEC) later today.

On Nov. 10, 2005, TDS announced that it would restate financial results for several prior periods. TDS completed and filed its restatement on April 26, 2006.  The time spent completing the restatement caused the company to be late with its other SEC filings.

TDS has not filed its Form 10-Q for the quarter ended June 30, 2006 on a timely basis.  As a result, TDS is not in compliance with American Stock Exchange (AMEX) listing standards.  TDS

has been granted an extension until Nov. 14, 2006 to regain compliance with AMEX listing standards.  TDS will be in full compliance with AMEX listing standards when it files its Form 10-Q for the quarter ended June 30, 2006.

In addition, TDS has received extended waivers from its lenders under credit agreements and from counterparties under certain forward contracts provided that it completes the late filings by certain dates.  After the filing of the first quarter 2006 Form 10-Q today, TDS will satisfy the final condition when it files its second quarter 2006 Form 10-Q within 45 days after today’s date.  TDS expects to file its Form 10-Q for the quarter ended Sept. 30, 2006 on a timely basis.

Certain financial and statistical information will be posted to the Web site, together with reconciliations to generally accepted accounting principles (GAAP) of certain non-GAAP disclosures.  Investors may access this additional information on the Guidance and Reconciliations page of the TDS Web site.

About TDS

TDS is a diversified telecommunications corporation founded in 1969. Through its business units, U.S. Cellular and TDS Telecom, TDS operates primarily by providing wireless, local telephone and broadband services.  As of March 31, 2006, the company employed 11,500 people and served 6.8 million customers/units in 36 states.

About U.S. Cellular

As of March 31, 2006, U.S. Cellular Corporation, the nation’s sixth-largest wireless service carrier, provided wireless service to 5.6 million customers in 26 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 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 assets; 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; possible future restatements; 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 SEC, which are incorporated by reference herein.

For more information about TDS or its business units, visit:
TDS: www.teldta.com	TDS Telecom: www.tdstelecom.com
USM: www.uscellular.com	TDS Metrocom: www.tdsmetro.com

###

2

TELEPHONE AND DATA SYSTEMS, INC.
SUMMARY OPERATING DATA

Quarter Ended	3/31/2006			12/31/2005			9/30/2005			6/30/2005			3/31/2005
U.S. Cellular
Consolidated Markets:
Total population (000s) (1)	55,164			45,244			44,690			44,690			44,576
All customers -
Customer units	5,633,000			5,482,000			5,303,000			5,227,000			5,127,000
Gross customer unit activations	434,000			419,000			355,000			340,000			426,000
Net customer unit activations	151,000			125,000			76,000			94,000			182,000
Market penetration (1)	10.21		%	12.12		%	11.87		%	11.70		%	11.50		%
Retail customers -
Customer units	5,029,000			4,927,000			4,765,000			4,688,000			4,601,000
Gross customer unit activations	380,000			392,000			346,000			317,000			365,000
Net customer unit activations	122,000			130,000			77,000			81,000			123,000
Cell sites in service	5,438			5,428			5,149			5,034			4,899
Average monthly revenue per unit (2)	$	46.22		$	45.94		$	46.19		$	44.52		$	44.46
Retail service revenue per unit (2)	$	40.75		$	40.19		$	40.25		$	39.40		$	39.20
Inbound roaming revenue per unit (2)	$	2.12		$	2.31		$	2.70		$	2.27		$	1.98
Long-distance/other revenue per unit (2)	$	3.35		$	3.44		$	3.24		$	2.85		$	3.28
Minutes of use (MOU) (3)	658			648			639			627			584
Postpay churn rate per month (4)	1.5		%	1.6		%	1.5		%	1.4		%	1.5		%
Marketing cost per gross customer unit addition (5)	$	412		$	498		$	491		$	461		$	396
Construction Expenditures (000s)	$	119,800		$	201,700		$	128,300		$	143,800		$	112,800

(1)Market penetration is calculated using 2005 Claritas population estimates for all periods of 2006 and 2004 Claritas estimates for all periods of 2005.  “Total population” represents the total population of each of U.S. Cellular’s consolidated markets, regardless of whether the market has begun marketing operations. The 3/31/06 total population count includes the markets acquired in January 2006 by Carroll Wireless, L.P., a consolidated U.S. Cellular subsidiary, representing the licensed areas for which Carroll Wireless L.P. was the winning bidder in the Federal Communications Commission’s Auction 58 that concluded in February 2005.  The 3/31/06 and 12/31/05 total population counts include the the population of the 15 markets acquired from ALLTEL in December 2005, and exclude the population of the two markets transferred to ALLTEL in the same transaction.  The 3/31/06, 12/31/05, 9/30/05 and 6/30/05 total population counts include the population of the market acquired from Cingular Wireless in April 2005. The population of markets in which U.S. Cellular has deferred the transfer of licenses from AT&T Wireless (now Cingular Wireless) are not included in the total population counts for any period.

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

Service Revenues per Financial Highlights	$	770,082	$	738,682	$	729,504	$	691,746	$	671,639
Components:
Retail service revenue during quarter	$	678,970	$	646,178	$	635,610	$	612,159	$	592,167
Inbound roaming revenue during quarter	$	35,344	$	37,184	$	42,654	$	35,313	$	29,875
Long-distance/othe revenue during quarter	$	55,768	$	55,320	$	51,240	$	44,274	$	49,597
Divided by average customers during quarter (000s)	5,554		5,360		5,264		5,179		5,035
Divided by three months in each quarter	3		3		3		3		3
Average monthly revenue per unit	$	46.22	$	45.94	$	46.19	$	44.52	$	44.46
Retail service revenue per unit	$	40.75	$	40.19	$	40.25	$	39.40	$	39.20
Inbound roaming revenue per unit	$	2.12	$	2.31	$	2.70	$	2.27	$	1.98
Long-disance/other revenue per unit	$	3.35	$	3.44	$	3.24	$	2.85	$	3.28

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

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

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

3

TELEPHONE AND DATA SYSTEMS, INC.
SUMMARY OPERATING DATA

Quarter Ended	3/31/2006			12/31/2005			9/30/2005			6/30/2005			3/31/2005
TDS Telecom
ILEC:
Access line equivalents (1)	742,300			735,300			734,800			734,200			734,000
Access lines	632,100			635,500			640,700			645,800			649,300
Dial-up Internet service accounts	90,800			90,700			89,700			94,500			98,200
Digital Subscriber Lines (DSL) customers	75,300			65,500			60,300			54,200			49,300
Long Distance customers	327,100			321,500			316,100			310,000			302,400
Construction Expenditures (000s)	$	17,100		$	37,500		$	25,100		$	18,800		$	16,100
CLEC:
Access line equivalents (1)	449,200			448,600			445,600			442,900			438,000
Dial-up Internet service accounts	13,500			14,200			14,700			16,000			17,100
Percent of access lines on-switch	91.7		%	91.1		%	90.6		%	89.9		%	88.8		%
Digital Subscriber Lines (DSL) customers	38,500			36,400			34,800			33,500			31,600
Construction Expenditures (000s)	$	2,700		$	8,500		$	7,100		$	7,200		$	4,300

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

4

TELEPHONE AND DATA SYSTEMS, INC.
FINANCIAL HIGHLIGHTS

Three Months Ended March 31,

(Unaudited, dollars in thousands, except per share amounts)

				2005			Increase (Decrease)
	2006			(as restated)			Amount			Percent
Operating Revenues
U.S. Cellular	$	837,236		$	711,071		$	126,165		17.7	%
TDS Telecom	219,384			219,849			(465		)	N/M
All Other (1)	3,692			4,867			(1,175		)	(24.1	)%
	1,060,312			935,787			124,525			13.3	%
Operating Expenses
U.S. Cellular
Expenses excluding depreciation, amortization and accretion	623,789			544,049			79,740			14.7	%
Depreciation, amortization and accretion	141,726			127,493			14,233			11.2	%
	765,515			671,542			93,973			14.0	%
TDS Telecom
Expenses excluding depreciation and amortization	140,586			139,122			1,464			1.1	%
Depreciation and amortization	40,230			41,567			(1,337		)	(3.2	)%
	180,816			180,689			127			N/M
All Other (1)
Expenses excluding depreciation and amortization	4,185			4,024			161			4.0	%
Depreciation and amortization	711			688			23			3.3	%
	4,896			4,712			184			3.9	%
Total Operating Expenses	951,227			856,943			94,284			11.0	%
Operating Income (Loss)
U.S. Cellular	71,721			39,529			32,192			81.4	%
TDS Telecom	38,568			39,160			(592		)	(1.5	)%
All Other (1)	(1,204		)	155			(1,359		)	N/M
	109,085			78,844			30,241			38.4	%
Investment on Other Income (Expense)
Investment income	19,805			14,754			5,051			34.2	%
Interest and dividend income	16,237			8,286			7,951			96.0	%
Gain (loss) in investments	—			500			(500		)	N/M
Interest expense	(58,532		)	(51,856		)	(6,676		)	(12.9	)%
Other expense	(502		)	(4,321		)	3,819			88.4	%
	(22,992		)	(32,637		)	9,645			29.6	%
Income Before Income Taxes and Minority Interest	86,093			46,207			39,886			86.3	%
Income tax expense	35,968			17,395			18,573			106.8	%
Income Before Minority Interest	50,125			28,812			21,313			74.0	%
Minority share of income	(10,250		)	(5,763		)	(4,487		)	77.9	%
Net Income	39,875			23,049			16,826			73.0	%
Preferred dividend requirement	(51		)	(50		)	(1		)	N/M
Net Income Available to Common	$	39,824		$	22,999		$	16,825		73.2	%
Basic Weighted Average Common Shares Outstanding (000s)	115,741			115,000			741			N/M
Basic Earnings Per Share	$	0.34		$	0.20		$	0.14		70.0	%
Diluted Weighted Average Common Shares Outstanding (000s)	116,327			115,646			681			N/M
Diluted Earnings Per Share	$	0.34		$	0.20		$	0.14		70.0	%

(1)Consists of Suttle Straus printing and distribution operations and intercompany eliminations.

N/M - Percentage change not meaningful

5

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

ASSETS

	March 31, 2006		December 31, 2005
Current Assets
Cash and cash equivalents	$	1,076,600	$	1,095,791
Accounts receivable from customers and other	478,248		496,582
Deferred income tax asset	13,434		13,438
Materials and supplies, at average cost	96,359		103,211
Other current assets	79,612		69,947
	1,744,253		1,778,969
Investments
Licenses	1,364,836		1,365,063
Goodwill	870,110		869,792
Customer lists	46,286		49,318
Marketable equity securities	2,559,507		2,531,690
Investments in unconsolidated entities	231,196		215,424
Other investments	12,044		12,274
	5,083,979		5,043,561
Property, Plant and Equipment, net
U.S. Cellular	2,559,549		2,576,764
TDS Telecom	898,524		918,564
Other	35,592		30,877
	3,493,665		3,526,205
Other Assets and Deferred Charges	55,259		55,830
Total Assets	$	10,377,156	$	10,404,565

LIABILITIES AND STOCKHOLDERS’ EQUITY

	March 31, 2006			December 31, 2005
Current Liabilities
Current portion of long-term debt	$	203,124		$	237,948
Notes payable	85,000			135,000
Accounts payable	303,869			357,273
Customer deposits and deferred revenues	125,577			121,228
Accrued taxes	85,875			47,180
Accrued compensation	45,866			67,443
Other current liabilities	104,643			90,032
	953,954			1,056,104
Deferred Liabilities and Credits
Net deferred income tax liability	1,378,914			1,383,031
Derivative Liability	454,049			449,192
Other deferred liabilities and credits	279,973			268,077
	2,112,936			2,100,300
Long-term Debt	3,345,081			3,340,801
Minority Interest in Subsidiaries	561,711			552,884
Preferred Shares	3,863			3,863
Common Stockholders’ Equity
Common Shares, $.01 par value	565			565
Special Common Shares, $.01 par value	629			629
Series A Common Shares, $.01 par value	64			64
Capital in excess of par value	1,830,780			1,826,420
Treasury Shares, at cost
Common Shares	(207,524		)	(208,156		)
Special Common Shares	(209,421		)	(210,600		)
Accumulated other comprehensive income	322,710			309,009
Retained earnings	1,661,808			1,632,682
	3,399,611			3,350,613
Total Liabilities and Stockholders’ Equity	$	10,377,156		$	10,404,565

6

BALANCE SHEET HIGHLIGHTS

MARCH 31, 2006

(Unaudited, dollars in thousands)

		U.S. Cellular		TDS Telecom		TDS Corporate & Other		Intercompany Eliminations			TDS Consolidated
Cash and cash equivalents		$	17,045	$	371,112	$	688,443	$	——		$	1,076,600
Affiliated cash investments		—		441,865		—		(441,865		)	—
Notes receivable—affiliates		—		—		273,582		(273,582		)	—
		$	17,045	$	812,977	$	962,025	$	(715,447	)	$	1,076,600
Licenses, goodwill and customer lists		$	1,880,257	$	398,694	$	2,281	$	—		$	2,281,232
Marketable equity securities		219,584		61,569		2,278,354		—			2,559,507
Investment in unconsolidated entities		185,915		3,623		51,067		(9,409		)	231,196
Other investments		4,865		3,804		3,375		—			12,044
		$	2,290,621	$	467,690	$	2,335,077	$	(9,409	)	$	5,083,979
Property, Plant and Equipment, net		$	2,559,549	$	898,524	$	35,592	$	—		$	3,493,665
Notes payable:	external	$	85,000	$	—	$	—	$	—		$	85,000
	cash management	—		—		441,865		(441,865		)	—
	intercompany	—		273,582		—		(273,582		)	—
		$	85,000	$	273,582	$	441,865	$	(715,447	)	$	85,000
Forward contracts		$	159,856	$	41,182	$	1,506,244	$	—		$	1,707,282
Long-term Debt:
Current portion		$	—	$	452	$	202,672	$	—		$	203,124
Non-current portion		1,001,498		4,100		627,921		—			1,633,519
Total		$	1,001,498	$	4,552	$	830,593	$	—		$	1,836,643
Preferred Shares		$	—	$	—	$	3,863	$	—		$	3,863
Construction expenditures:
Quarter ended 3/31/06		$	119,795	$	19,782	$	6,785				$	146,362

7

TDS Telecom Highlights
Three Months Ended March 31,
(Unaudited, dollars in thousands)

				2005			Increase (Decrease)
	2006			(as restated)			Amount			Percent
Local Telephone Operations
Operating Revenues
Local service	$	50,552		$	49,627		$	925		1.9	%
Network access and long-distance	89,257			90,096			(839		)	N/M
Miscellaneous	21,217			22,120			(903		)	(4.1	)%
	161,026			161,843			(817		)	N/M
Operating Expenses
Network operations	48,832			43,739			5,093			11.6	%
Customer operations	18,535			22,773			(4,238		)	(18.6	)%
Corporate expenses	22,665			20,485			2,180			10.6	%
Depreciation and amortization	33,576			34,264			(688		)	(2.0	)%
	123,608			121,261			2,347			1.9	%
Operating Income	$	37,418		$	40,582		$	(3,164	)	(7.8	)%
Competitive Local Exchange Carrier Operations
Revenues	$	59,870		$	59,267		$	603		1.0	%
Expenses excluding depreciation and amortization	52,066			53,386			(1,320		)	(2.5	)%
Depreciation and amortization	6,654			7,303			(649		)	(8.9	)%
	58,720			60,689			(1,969		)	(3.2	)%
Operating Income (Loss)	$	1,150		$	(1,422	)	$	2,572		180.9	%
Intercompany expenses	$(1,512		)	(1,261		)	(251		)	N/M
Intercompany expenses	(1,512		)	(1,261		)	(251		)	N/M
	—			—			—
Total TDS Telecom Operating Income (Loss)	$	38,568		$	39,160		$	(592	)	(1.5	)%

N/M - Percentage change not meaningful.

8

EX-99.2

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Form 8-K and and/or press 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:

·Intense competition in the markets in which TDS operates could adversely affect TDS’s revenues or increase its costs to compete.

·Consolidation in the telecommunications industry could adversely affect TDS’s revenues and increase its costs of doing business.

·Advances or changes in telecommunications technology, such as Voice over Internet Protocol or WiMAX, could render certain technologies used by TDS obsolete, could reduce TDS’s revenues or increase its costs of doing business.

·Changes in the regulatory environment or a failure by TDS to timely or fully comply with any regulatory requirements could adversely affect TDS’s financial condition, results of operations or ability to do business.

·Changes in TDS’s enterprise value, changes in the supply or demand of the market for wireless licenses or telephone company franchises, adverse developments in the business or the industry 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, issuances of debt, changes in prepaid forward contracts, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in TDS’s most recent Annual Report on Form 10-K, as updated by the Quarterly Reports on Form 10-Q, to be different from the amounts actually incurred.

·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 and/or expansion of TDS’s business could have an adverse effect on TDS’s business, financial condition or results of operations.

·A significant portion of TDS’s wireless revenues is derived from customers who buy services through independent agents and dealers who market TDS’s services on a commission basis.  If TDS’s relationships with these agents and dealers are seriously harmed, its wireless revenues could be adversely affected.

·TDS’s investments in technologies which are unproven or for which success has not yet been demonstrated may not produce the benefits that TDS expects.

·An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to TDS, and/or changes in roaming rates and the lack of standards and roaming agreements for wireless data products, 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 access to new handsets being developed by vendors, or an inability to manage its supply chain or inventory successfully, could have an adverse effect on TDS’s business, financial condition or results of operations.

·A failure by TDS’s service offerings to meet customer expectations could limit TDS’s ability to attract and retain customers and have an adverse effect on TDS’s operations.

·A failure by TDS to complete significant network build-out and system implementation as part of its plans to build out new markets and improve the quality and capacity of its network could have an adverse effect on its operations.

·A failure by TDS’s wireless business to acquire adequate radio spectrum could have an adverse effect on TDS’s business and operations.

·Financial difficulties of TDS’s key suppliers or vendors, or termination or impairment of TDS’s relationship with such suppliers or vendors, could result in a delay or termination of TDS’s receipt of equipment or services, which could adversely affect TDS’s business and results of operations.

·An increase of TDS’s debt in the future could subject TDS to various restrictions and higher interest costs and decrease its cash flows and earnings.

·An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect on TDS’s 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’s results of operations or financial condition.

·Changes in guidance or interpretations of accounting requirements, changes in industry practice, identification of errors 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, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect on TDS’s financial condition or results of operations.

·War, conflicts, hostilities and/or terrorist attacks or equipment failure, power outages, natural disasters or breaches of network or information technology security could have an adverse effect on TDS’s business, financial condition or results of operations.

·Changes in general economic and business conditions, both nationally and in the markets in which TDS operates could have an adverse effect on TDS’s business, financial condition or results of operations.

·Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities or otherwise, could require TDS to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on TDS’s financial condition or results of operations.

·Material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or fail to prevent fraud, which could have an adverse effect on TDS’s business, financial condition or results of operations.

·The pending SEC investigation regarding the restatement of TDS’s financial statements could result in substantial expenses, and could result in monetary or other penalties.

·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, financial condition or results of operations.

·TDS’s assets are concentrated in the U.S. telecommunications industry.  As a result, its results of operations may fluctuate based on factors related entirely to conditions in this industry.

·As TDS continues to implement its strategies, there are internal and external factors that could impact its ability to successfully meet its objectives.

·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 by a material amount.

·The market price of TDS’s Common Shares and Special Common Shares is subject to fluctuations due to a variety of factors.

·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.

You are referred to a further discussion of these risks as set forth under “Risk Factors” in TDS’s Annual Report on Form 10-K for the year ended December 31, 2005.  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.