8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2009

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in their charter)

Delaware	001-14157	36-2669023
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

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

oPre-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 February 26, 2009, Telephone and Data Systems, Inc. (“TDS”) issued a news release announcing its results of operations for the period ended December 31, 2008.  A copy of the news release is attached hereto as Exhibit 99.1 and is 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 8.01.  Other

IMPORTANT INFORMATION:  TDS and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of TDS in connection with the TDS 2009 annual meeting of shareholders.  Information regarding TDS directors and executive officers and their respective interests in TDS by security holdings or otherwise is set forth in TDS’ proxy statement relating to its 2008 annual meeting, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2008, which may be obtained free of charge at the SEC’s website at www.sec.gov and TDS’ website at www.teldta.com.  There has been no material change to such directors, executive officers or their interests since that time.  In addition, the following identifies persons, and their beneficial ownership (as defined in SEC Rule 13d-3) of shares of TDS as of December 31, 2008, who may also be deemed to be participants:  Kevin C. Gallagher, Vice President and Corporate Secretary of TDS (5,364 Common Shares and 21,147 Special Common Shares) and Mark A. Steinkrauss, Vice President – Corporate Relations of TDS (20,246 Common Shares and 42,581 Special Common Shares). In addition, the class of other employees of TDS that may be employed in the solicitation of proxies include employees in investor relations and communications who report to the Vice President – Corporate Relations of TDS.  The nature of their employment in such solicitations will be preparing communications (which will be filed with the SEC as required under Regulation 14A), responding to questions from shareholders and requesting shareholders to return proxies to TDS.  Additional information concerning participants that may be soliciting proxy statements on behalf of the TDS board of directors and their respective interests in TDS by security holdings or otherwise will be included in the proxy statement filed by TDS in connection with its 2009 annual meeting of shareholders.  The 2009 proxy statement, other solicitation material and other reports that TDS files with the SEC, when available, can be obtained free of charge at the SEC’s web site at www.sec.gov or from TDS on its website at www.teldta.com.  TDS SHAREHOLDERS ARE ADVISED TO READ CAREFULLY THE PROXY STATEMENT AND OTHER SOLICITATION MATERIAL FILED BY TDS IN CONNECTION WITH THE TDS 2009 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ELECTION OF DIRECTORS OF TDS.

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.

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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 their behalf by the undersigned, thereto duly authorized.

Telephone and Data Systems, Inc.
(Registrant)
Date: February 26, 2009
By:	/s/ Douglas D. Shuma
	Douglas D. Shuma
	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	Earnings Press Release dated February 26, 2009
99.2	Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

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EX-99.1

Exhibit 99.1

NEWS RELEASE

30 North LaSalle Street, Suite 4000, Chicago, IL 60602

Office: 312-630-1900 · Fax: 312-630-9299

As previously announced, TDSTM will hold a teleconference Feb. 26, 2009 at 10:00 a.m. Chicago time. Interested parties may listen to the call live via the Internet by accessing the Conference Calls page of www.teldta.com.

Contact:	Mark A. Steinkrauss, Vice President, Corporate Relations
	(312) 592-5384 mark.steinkrauss@teldta.com
	Julie D. Mathews, Manager, Investor Relations
	(312) 592-5341 julie.mathews@teldta.com

FOR RELEASE: IMMEDIATE

TDS REPORTS FOURTH QUARTER AND FULL-YEAR FINANCIAL RESULTS

NON-CASH IMPAIRMENT CHARGES RELATED TO SFAS 142

Note: Comparisons are year over year unless otherwise noted.

4Q 2008 Highlights

Enterprise/TDS Corporate

·1.7 percent increase in operating revenues, to $1,264.0 million.

·Repurchased 1,555,627 TDS common shares and 1,442,629 TDS special common shares for $44.6 million and $40.0 million, respectively.

Wireless/U.S. Cellular®

·2.0 percent increase in service revenues, to $977.0 million.

·31.8 percent increase in data revenues, to $142.1 million, representing 14.5 percent of service revenues.

·Retail postpay churn low at 1.6 percent; postpay customers comprised 95 percent of retail customers.

Wireline/TDS Telecom®

·24.0 percent increase in ILEC DSL (digital subscriber line) customers, to 178,000; CLEC DSL customers totaled 40,100.

·18.9 percent increase in ILEC data revenues, to $24.2 million.

·ILEC equivalent access lines increased 1.8 percent to 776,700, due in part to acquisitions; ILEC physical access lines declined to 566,200.

Full-Year 2008 Highlights

Enterprise/TDS Corporate

·5.4 percent increase in operating revenues, to $5,092.0 million.

·Repurchased 5,861,822 TDS common and special common shares for $199.6 million.

Wireless/U.S. Cellular®

·7.1 percent increase in service revenues, to $3,940.3 million.

·39.1 percent increase in data revenues, to $511.7 million.

·4.0 percent increase in ARPU, to $53.23.

·Retail postpay churn low at 1.5 percent.

Wireline/TDS Telecom®

·23.3 percent increase in data revenues to $90 million.

CHICAGO — Feb. 26, 2009 — Telephone and Data Systems, Inc. [NYSE:TDS, TDS.S] reported operating revenues of $1,264.0 million for the fourth quarter of 2008, an increase of 1.7 percent from $1,242.7 million in the comparable period one year ago.  In the fourth quarter, TDS recorded a $414.4 million impairment, which will be discussed later in this release.  Although the impairment resulted in a loss for the quarter, it was a non-cash charge and did not affect cash or cash flow.

“We are proud to have completed our 40th year of providing outstanding communications services to our customers,” said LeRoy T. Carlson, Jr., TDS president and chief executive officer.  At the same time, we reached the $5 billion revenue mark and now provide wireless and wireline telecommunications services to nearly 7.4 million customers in 36 states.  We have every intention of keeping this momentum going.

“U.S. Cellular and TDS delivered solid fourth quarter results, particularly in light of the dramatically slowing economy.  U.S. Cellular continued to execute on its strategy of delivering high customer satisfaction.  In the quarter, U.S. Cellular added 41,000 net new retail postpay customers.  At year end postpay represented 95 percent of the retail customer base.  Data revenues continued to be strong, growing 32 percent in the quarter, and represented 14.5 percent of service revenues.  ARPU was up year over year for the 13th consecutive quarter, while postpay churn remained low at 1.6 percent.

“TDS Telecom continued to make considerable progress toward being the preferred broadband provider in its markets.  TDS Telecom’s goal is to make 10 MB service available to more than 50 percent of its customer base in 2009.  Additionally, TDS Telecom plans to offer 25 MB or faster service to selected competitive markets in 2009 and 2010.  In the quarter, ILEC DSL subscribers increased 24 percent, contributing to a 19 percent increase in data revenues.  TDS Telecom is aggressively selling Triple Play bundles, and added 3,900 Triple Play voice, DSL, and satellite TV customers in the quarter.  Triple Play customers now total 58,500.  Customer churn for Triple Play bundles is very low at 0.5 percent.

“TDS Telecom has also introduced a new service called managedIP.  This hosted Internet Protocol (IP) solution offers small and medium businesses a single converged voice and data communications solution. Unlike most VoIP services, which use the public Internet to deliver voice services, managedIP is delivered over a private, secure, and dedicated network that’s hosted at a secure TDS facility.  Businesses are able to focus on increasing sales and providing improved customer service, while TDS manages, protects, and upgrades their communications systems.  Because this is a hosted solution, it allows the customer to avoid a big capital expense, which is a benefit to businesses, particularly during these tough economic times.

“To support the extension of managedIP, TDS Telecom plans to begin implementing a 10G regional fiber transport network in 2009.  The 10G network will provide much more capacity, lower costs, and enhanced reliability through redundancy, and will allow the company to roll out new services more quickly in more markets.  TDS Telecom expects to connect a majority of its customers with the new network by year end.

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“During the quarter, TDS Telecom closed on its acquisition of State Long Distance Telecom located in southeastern Wisconsin.  At year end, State Long Distance Telecom served 9,100 access lines and 2,300 DSL lines.”

Outlook for 2009

“For 2009,” continued Carlson, “TDS is well-positioned to grow during these difficult times by continuing to deliver outstanding customer satisfaction. Both businesses have proven, targeted, and effective strategies.  They are both financially strong and generate positive cash flows from operating activities.  TDS and U.S. Cellular are investment-grade and have very strong balance sheets that provide financial flexibility.  And, TDS has 12,500 excellent associates and employees who are committed to delivering outstanding quality and value to our customers and generating value for shareholders.”

Material Weakness Eliminated

In the fourth quarter of 2008, TDS completed the implementation of previously reported enhanced internal controls related to income tax accounting.  These controls are operating effectively and, as a result, the company no longer has a material weakness related to income taxes.

SFAS 142 Impairment Charges

TDS recorded an impairment of licenses of $414.4 million in the fourth quarter of 2008 in accordance with Statement of Financial Accounting Standards, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). Of the $414.4 million, $386.7 million is recorded at U.S. Cellular.

The impairment charge had no impact on cash or cash flow.

In accordance with SFAS No. 142, TDS and U.S. Cellular performed annual impairment tests of the companies’ licenses and goodwill in the second quarter of 2008 and concluded at that time that there was no impairment.  As a result of the further deterioration in the credit and financial markets and the accelerated decline in the overall economy in the fourth quarter of 2008, TDS and U.S. Cellular updated the impairment assessment of licenses and goodwill as of Dec. 31, 2008.  The impairment assessment resulted in a $414.4 million impairment to licenses and no impairment to goodwill.

Guidance

Guidance for the year ending Dec. 31, 2009 is as follows. There can be no assurance that final results will not differ materially from this guidance.

U.S. Cellular 2009 guidance as of Feb. 26, 2009 is as follows:

Net Retail Customer Additions	75,000-150,000
Service Revenue	$3,900-$4,000 million
Operating Income	$275-$350 million
Depreciation, Amortization & Accretion(1)	Approx. $600 million
Capital Expenditures	Approx. $575 million

TDS Telecom (ILEC and CLEC) 2009 guidance as of Feb. 26, 2009 is as follows:

Operating Revenues	$780-$820 million
Operating Income	$100-$130 million
Depreciation, Amortization & Accretion(1)	Approx. $160 million
Capital Expenditures	Approx. $130 million

(1)Includes losses on disposals of assets

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This guidance represents the views of management as of Feb. 26, 2009 and should not be assumed to be accurate as of any other date. TDS undertakes no legal duty to update such information, whether as a result of new information, future events, or otherwise.

Stock Repurchase Summary

The following represents repurchases of both TDS common shares and TDS special common shares.

Repurchase Period	# Shares	Cost (in millions)
2008 (fourth quarter)	2,998,256	$	84.6
2008 (third quarter)	806,900	$	30.3
2008 (second quarter)	1,015,650	$	39.6
2008 (first quarter)	1,041,016	$	45.1
2008 (full year)	5,861,822	$	199.6
2007 (full year)	2,076,979	$	126.7
Total 2007 and 2008	7,938,801	$	326.3

Conference call information

TDS will hold a conference call on Feb. 26 at 10:00 a.m. Chicago time.

·Access the live call online at http://www.videonewswire.com/event.asp?id=56184or on the Conference Calls page of www.teldta.com.

·Access the call by phone at 800/706-9695 (US/Canada) and use conference ID 86129191.

Before the call, certain financial and statistical information to be discussed during the call will be posted to the Conference Calls page of www.teldta.com, together with reconciliations to generally accepted accounting principles (GAAP) of any non-GAAP information to be disclosed. The call will be archived on the Conference Calls page of www.teldta.com.

About TDS

Telephone and Data Systems, Inc. (TDS), a Fortune 500® company, provides wireless, local and long-distance telephone, and broadband services to nearly 7.4 million customers in 36 states through its business units, U.S. Cellular (wireless) and TDS Telecom (wireline). Founded in 1969 and headquartered in Chicago, TDS employed 12,500employees as of Dec. 31, 2008. For more information about TDS, visit www.teldta.com.

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About U.S. Cellular®

United States Cellular Corporation, the nation’s fifth-largest, full-service wireless carrier, provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to nearly 6.2 million customers in 26 states. The Chicago-based company employed 8,500 full-time equivalent associates as of Dec. 31, 2008. For more information about U.S. Cellular, visit www.uscellular.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: The ability of U.S. Cellular to successfully grow its markets; the current credit crisis affecting financial markets, and its effects on the overall economy; competition; the access to and pricing of unbundled network elements; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings afforded TDS and U.S. Cellular debt securities by accredited ratings organizations; industry consolidation; advances in telecommunications technology; uncertainty of access to the capital markets; risks and uncertainties relating to possible future restatements; pending and future litigation; changes in income tax rates, laws, regulations or rulings; acquisitions/divestitures of properties and/or licenses; and changes in customer growth rates, average monthly revenue per unit, churn rates, roaming revenue and terms, the availability of handset devices, or the mix of products and services 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 used by TDS to furnish this press release to the SEC, which are incorporated by reference herein.

IMPORTANT INFORMATION:  TDS and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of TDS in connection with the TDS 2009 annual meeting of shareholders.  Information regarding TDS directors and executive officers and their respective interests in TDS by security holdings or otherwise is set forth in TDS’ proxy statement relating to its 2008 annual meeting, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2008, which may be obtained free of charge at the SEC’s website at www.sec.gov and TDS’ website at www.teldta.com.  Additional information concerning participants that may be soliciting proxy statements on behalf of the TDS board of directors and their respective interests in TDS by security holdings or otherwise will be included in the proxy statement filed by TDS in connection with its 2009 annual meeting of shareholders.  The 2009 proxy statement, other solicitation material and other reports that TDS files with the SEC, when available, can be obtained free of charge at the SEC’s web site at www.sec.gov or from TDS on its website at www.teldta.com.  TDS SHAREHOLDERS ARE ADVISED TO READ CAREFULLY THE PROXY STATEMENT AND OTHER SOLICITATION MATERIAL FILED BY TDS IN CONNECTION WITH THE TDS 2009 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ELECTION OF DIRECTORS OF TDS.

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

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UNITED STATES CELLULAR CORPORATION

SUMMARY OPERATING DATA

Quarter Ended	12/31/2008			9/30/2008			6/30/2008			3/31/2008			12/31/2007
Total Population:
Consolidated markets (1)	83,014,000			82,875,000			82,875,000			82,846,000			82,371,000
Consolidated operating markets (1)	46,009,000			45,493,000			45,493,000			45,262,000			44,955,000
All customers:
Customer units (2)	6,196,000			6,176,000			6,194,000			6,175,000			6,102,000
Gross customer unit additions	395,000			367,000			365,000			408,000			436,000
Net customer unit additions (losses)	20,000			(18,000		)	16,000			73,000			44,000
Market penetration at end of period:
Consolidated markets (3)	7.5		%	7.5		%	7.5		%	7.5		%	7.4		%
Consolidated operating markets (3)	13.5		%	13.6		%	13.6		%	13.6		%	13.6		%
Retail customers:
Customer units (2)	5,707,000			5,674,000			5,677,000			5,640,000			5,564,000
Gross customer unit additions	352,000			325,000			318,000			360,000			367,000
Net postpay customer unit additions	41,000			12,000			33,000			72,000			70,000
Net prepay customer unit additions (losses)	(8,000		)	(15,000		)	1,000			13,000			(6,000		)
Cell sites in service	6,877			6,716			6,596			6,452			6,383
Average monthly revenue per unit (4)	$	52.71		$	54.59		$	53.27		$	52.24		$	52.60
Retail service revenue per unit (4) (7)	$	46.43		$	46.97		$	46.53		$	46.18		$	46.39
Inbound roaming revenue per unit (4) (7)	$	4.25		$	5.03		$	4.54		$	3.95		$	4.22
Other revenue per unit (4) (7)	$	2.03		$	2.59		$	2.20		$	2.11		$	1.99
Minutes of use (MOU) - Voice (5)	678			695			704			701			689
Postpay churn rate (6)	1.6		%	1.6		%	1.4		%	1.4		%	1.5		%
Construction Expenditures (000s)	$	190,000		$	146,100		$	137,800		$	111,700		$	188,100

(1)“Total population of consolidated markets” and “Total population of consolidated operating markets” are used only for the purposes of calculating market penetration of consolidated markets and consolidated operating markets, respectively, which is calculated by dividing customers by the total market population (without duplication of population in overlapping markets).

(2)All customer units as of December 31, 2007 and March 31, 2008, and retail customer units as of March 31, 2008 have been adjusted from amounts previously reported, as a result of a review of U.S. Cellular’s customer reporting procedures.

(3)Calculated by dividing the number of wireless customers at the end of the period by the total population of consolidated markets and consolidated operating markets, respectively, as estimated by Claritas.

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

Service Revenues (000s)	$	976,952	$	1,013,928	$	987,352	$	962,094	$	957,896
Components:
Retail service revenue (000s)	860,503		872,397		862,392		850,470		844,848
Inbound roaming revenue (000s)	78,768		93,472		84,201		72,755		76,850
Other revenue (000s)	37,681		48,059		40,759		38,869		36,198
Divided by average customers (000s)	6,178		6,191		6,178		6,139		6,070
Divided by three months in each quarter	3		3		3		3		3
Average monthly revenue per unit	$	52.71	$	54.59	$	53.27	$	52.24	$	52.60
Retail service revenue per unit	$	46.43	$	46.97	$	46.53	$	46.18	$	46.39
Inbound roaming revenue per unit	$	4.25	$	5.03	$	4.54	$	3.95	$	4.22
Other revenue per unit	$	2.03	$	2.59	$	2.20	$	2.11	$	1.99

(5)Average monthly voice minutes of use per customer (without roaming).

(6)Postpay churn rate is calculated by dividing the total postpay customer disconnects during the quarter by the average postpay customer base for the quarter.

(7)Long-distance revenue was reclassified in the fourth quarter of 2008 from Long-distance/Other revenue to Retail service revenue and Inbound roaming revenue. Previous quarters have been adjusted to reflect this change.

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TELEPHONE AND DATA SYSTEMS, INC.

SUMMARY OPERATING DATA

Quarter Ended	12/31/2008			9/30/2008			6/30/2008			3/31/2008			12/31/2007
TDS Telecom
ILEC:
Access line equivalents(1)	776,700			773,700			774,300			767,100			762,700
Access lines	566,200			568,900			577,000			579,200			585,600
Digital Subscriber Lines (DSL) customers	178,000			171,000			164,100			154,800			143,500
Long Distance customers	347,000			346,600			346,100			344,900			345,200
Construction Expenditures (000s)	$	50,200		$	33,300		$	22,800		$	14,600		$	41,300
CLEC:
Access line equivalents (1)	393,000			402,600			417,200			426,700			435,000
Percent of access lines on-switch	94.8		%	94.6		%	94.4		%	94.3		%	94.0		%
Digital Subscriber Lines (DSL) customers	40,100			41,200			42,500			43,100			43,300
Construction Expenditures (000s)	$	7,200		$	4,500		$	4,700		$	3,500		$	5,700

(1)Equivalent access lines are the sum of physical access lines and high-capacity data lines adjusted to estimate the equivalent number of physical access lines in terms of capacity. A physical access line is the individual circuit connecting a customer to a telephone company’s central office facilities.

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TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS HIGHLIGHTS

Three Months Ended December 31,

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

							Increase/ (Decrease)
	2008			2007			Amount			Percent
Operating Revenues
U.S. Cellular	$	1,052,862		$	1,024,110		$	28,752		2.8	%
TDS Telecom	204,790			211,656			(6,866		)	(3.2	)%
All Other(1)	6,317			6,942			(625		)	(9.0	)%
	1,263,969			1,242,708			21,261			1.7	%
Operating Expenses
U.S. Cellular
Expenses excluding depreciation, amortization and accretion	845,013			771,609			73,404			9.5	%
Depreciation, amortization and accretion	143,709			142,279			1,430			1.0	%
Loss on asset disposals, net	6,602			26,117			(19,515		)	(74.7	)%
Loss on impairment of intangible assets	386,653			20,840			365,813			N/M
	1,381,977			960,845			421,132			43.8	%
TDS Telecom
Expenses excluding depreciation, amortization and accretion	130,154			136,422			(6,268		)	(4.6	)%
Depreciation, amortization and accretion	40,751			40,639			112			0.3	%
Loss on asset disposals, net	508			—			508			N/M
	171,413			177,061			(5,648		)	(3.2	)%
All Other(1)
Expenses excluding depreciation and amortization	6,739			4,478			2,261			50.5	%
Depreciation and amortization	3,458			3,667			(209		)	(5.7	)%
(Gain) Loss on asset disposals, net	(4		)	—			(4		)	N/M
Loss on impairment of intangible assets	27,723			—			27,723			N/M
	37,916			8,145			29,771			N/M
Total Operating Expenses	1,591,306			1,146,051			445,255			38.9	%
Operating Income (Loss)
U.S. Cellular	(329,115		)	63,265			(392,380		)	N/M
TDS Telecom	33,377			34,595			(1,218		)	(3.5	)%
All Other (1)	(31,599		)	(1,203		)	(30,396		)	N/M
	(327,337		)	96,657			(423,994		)	N/M
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	22,867			20,437			2,430			11.9	%
Interest and dividend income	3,313			16,784			(13,471		)	(80.3	)%
Gain (loss) on investments and financial instruments	—			(148,284		)	148,284			N/M
Interest expense	(29,265		)	(45,960		)	16,695			36.3	%
Other, net	127			(1,444		)	1,571			N/M
	(2,958		)	(158,467		)	155,509			98.1	%
Loss Before Income Taxes and Minority Interest	(330,295		)	(61,810		)	(268,485		)	N/M
Income tax (benefit)	(133,443		)	(14,791		)	(118,652		)	N/M
Loss Before Minority Interest	(196,852		)	(47,019		)	(149,833		)	N/M
Minority share of income, net of tax	27,926			(9,304		)	37,230			N/M
Net Loss	(168,926		)	(56,323		)	(112,603		)	N/M
Preferred dividend requirement	(13		)	(13		)	—			0.0	%
Net Loss Available to Common	$	(168,939	)	$	(56,336	)	$	(112,603	)	N/M
Basic Weighted Average Shares Outstanding	113,711			117,914			(4,203		)	(3.6	)%
Basic Loss Per Share	$	(1.49	)	$	(0.48	)	$	(1.01	)	N/M
Diluted Weighted Average Shares Outstanding	113,711			117,914			(4,203		)	(3.6	)%
Diluted Loss Per Share	$	(1.49	)	$	(0.48	)	$	(1.01	)	N/M

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

N/M - Percentage change not meaningful

8

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS HIGHLIGHTS

Year Ended December 31

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

							Increase (Decrease)
	2008			2007			Amount			Percent
Operating Revenues
U.S. Cellular	$	4,243,185		$	3,946,264		$	296,921		7.5	%
TDS Telecom	824,282			860,211			(35,929		)	(4.2	)%
All Other(1)	24,552			22,509			2,043			9.1	%
	5,092,019			4,828,984			263,035			5.4	%
Operating Expenses
U.S. Cellular
Expenses excluding depreciation, amortization and accretion	3,228,513			2,912,940			315,573			10.8	%
Depreciation, amortization and accretion	576,931			578,186			(1,255		)	(0.2	)%
Loss on asset disposals, net	23,378			34,016			(10,638		)	(31.3	)%
Loss on impairment of intangible assets	386,653			24,923			361,730			N/M
	4,215,475			3,550,065			665,410			18.7	%
TDS Telecom
Expenses excluding depreciation, amortization and accretion	522,815			561,547			(38,732		)	(6.9	)%
Depreciation, amortization and accretion	158,366			157,462			904			0.6	%
Loss on asset disposals, net	857			—			857			N/M
	682,038			719,009			(36,971		)	(5.1	)%
All Other (1)
Expenses excluding depreciation and amortization	23,788			19,524			4,264			21.8	%
Depreciation and amortization	14,780			12,488			2,292			18.4	%
Loss on asset disposals, net	61			—			61			N/M
Loss on impairment of intangible assets	27,723			—			27,723			N/M
	66,352			32,012			34,340			N/M
Total Operating Expenses	4,963,865			4,301,086			662,779			15.4	%
Operating Income (Loss)
U.S. Cellular	27,710			396,199			(368,489		)	(93.0	)%
TDS Telecom	142,244			141,202			1,042			0.7	%
All Other (1)	(41,800		)	(9,503		)	(32,297		)	N/M
	128,154			527,898			(399,744		)	(75.7	)%
Investment and Other Income (Expense)
Equity in earnings of unconsolidated entities	89,812			91,831			(2,019		)	(2.2	)%
Interest and dividend income	39,131			199,435			(160,304		)	(80.4	)%
Gain (loss) on investments and financial instruments	31,595			81,423			(49,828		)	(61.2	)%
Interest expense	(137,899		)	(208,736		)	70,837			33.9	%
Other, net	2,213			(6,401		)	8,614			N/M
Total Investment and Other Income (Expense)	24,852			157,552			(132,700		)	(84.2	)%
Income Before Income Taxes, Minority Interest and Extraordinary Item	153,006			685,450			(532,444		)	(77.7	)%
Income tax expense	30,093			269,054			(238,961		)	(88.8	)%
Income Before Minority Interest and Extraordinary Item	122,913			416,396			(293,483		)	(70.5	)%
Minority share of income, net of tax	(29,372		)	(73,111		)	43,739			59.8	%
Income Before Extraordinary Item	93,541			343,285			(249,744		)	(72.8	)%
Extraordinary Item, net of taxes	—			42,827			(42,827		)	N/M
Net Income	93,541			386,112			(292,571		)	(75.8	)%
Preferred dividend requirement	(52		)	(52		)	—			0.0	%
Net Income Available to Common	$	93,489		$	386,060		$	(292,571	)	(75.8	)%
Basic Weighted Average Shares Outstanding	115,817			117,624			(1,807		)	(1.5	)%
Basic Earnings Per Share
Income before extraordinary item	$	0.81		$	2.92		(2.11		)	(72.3	)%
Extraordinary item	—			0.36			(0.36		)	N/M
Net income available to common	$	0.81		$	3.28		$	(2.47	)	(75.3	)%
Diluted Weighted Average Shares Outstanding	116,255			119,126			(2,871		)	(2.4	)%
Diluted Earnings Per Share
Income before extraordinary item	0.80			$	2.86		(2.06		)	(72.0	)%
Extraordinary item	—			0.36			(0.36		)	N/M
Net income available to common	$	0.80		$	3.22		$	(2.42	)	(75.2	)%

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

N/M - Percentage change not meaningful

9

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

ASSETS

	December 31,		December 31,
	2008		2007
Current Assets
Cash and cash equivalents	$	777,309	$	1,174,446
Short-term investments	27,705		—
Marketable equity securities	—		1,917,893
Accounts receivable from customers and other	516,849		530,421
Inventory	122,377		115,818
Other current assets	184,696		137,010
	1,628,936		3,875,588
Investments
Licenses	1,441,440		1,516,629
Goodwill	707,079		679,129
Customer lists	34,032		25,851
Investments in unconsolidated entities	205,768		206,418
Other investments	10,623		11,509
	2,398,942		2,439,536
Property, Plant and Equipment, net
U.S. Cellular	2,620,376		2,595,096
TDS Telecom	918,454		900,267
Other	30,094		29,739
	3,568,924		3,525,102
Other Assets and Deferred Charges	55,614		53,917
Total Assets	$	7,652,416	$	9,894,143

10

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED BALANCE SHEET HIGHLIGHTS

(Unaudited, dollars in thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	December 31,			December 31,
	2008			2007
Current Liabilities
Current portion of long-term debt	$	15,337		$	3,860
Forward contracts	—			1,005,512
Accounts payable	319,575			308,882
Customer deposits and deferred revenues	174,101			166,191
Accrued interest	14,236			18,456
Accrued taxes	25,192			40,439
Accrued compensation	90,512			91,703
Derivative liability	—			711,692
Net deferred income tax liability	—			327,162
Other current liabilities	134,334			125,622
	773,287			2,799,519
Deferred Liabilities and Credits
Net deferred income tax liability	471,623			555,593
Other deferred liabilities and credits	368,045			328,070
	839,668			883,663
Long-Term Debt	1,621,422			1,632,226
Minority Interest in Subsidiaries	649,700			651,537
Preferred Shares	852			860
Common Stockholders’ Equity
Common Shares, $.01 par value	566			566
Special Common Shares, $.01 par value	630			629
Series A Common Shares, $.01 par value	65			64
Capital in excess of par value	2,066,597			2,048,110
Treasury Shares, at cost
Common Shares	(163,012		)	(120,544		)
Special Common Shares	(350,087		)	(204,914		)
Accumulated other comprehensive income	(16,812		)	511,776
Retained earnings	2,229,540			1,690,651
	3,767,487			3,926,338
Total Liabilities and Stockholders’ Equity	$	7,652,416		$	9,894,143

11

BALANCE SHEET HIGHLIGHTS

December 31, 2008

(Unaudited, dollars in thousands)

	U.S.		TDS		TDS Corporate			Intercompany			TDS
	Cellular		Telecom		& Other			Eliminations			Consolidated
Cash and cash equivalents	$	170,996	$	4,496	$	601,817		$	—		$	777,309
Affiliated cash investments	—		581,165		—			(581,165		)	—
Notes receivable—affiliates	—		—		253,582			(253,582		)	—
	$	170,996	$	585,661	$	855,399		$	(834,747	)	$	777,309
Licenses, goodwill and customer lists	$	1,936,630	$	437,152	$	(191,231	)	$	—		$	2,182,551
Investment in unconsolidated entities	156,637		6,517		47,616			(5,002		)	205,768
Other investments	4,297		2,725		3,601			—			10,623
	$	2,097,564	$	446,394	$	(140,014	)	$	(5,002	)	$	2,398,942
Property, Plant and Equipment, net	$	2,620,376	$	918,454	$	30,094		$	—		$	3,568,924
Long-term Debt:
Current portion	$	10,258	$	254,035	$	585,791		$	(834,747	)	$	15,337
Non-current portion	996,636		2,656		622,130			—-			1,621,422
Total	$	1,006,894	$	256,691	$	1,207,921		$	(834,747	)	$	1,636,759
Preferred Shares	$	—	$	—	$	852		$	—		$	852
Construction expenditures:
Quarter ended 12/31/08	$	190,000	$	57,400	$	2,400		—			$	249,800
Year ended 12/31/08	$	585,600	$	140,800	$	8,500		—			$	734,900

12

TDS Telecom Highlights

Three Months Ended December 31,

(Unaudited, dollars in thousands)

							Increase (Decrease)
	2008			2007			Amount			Percent
Local Telephone Operations
Operating Revenues
Voice	$	49,649		$	51,492		$	(1,843	)	(3.6	)%
Data	24,171			20,329			3,842			18.9	%
Network access	68,476			73,612			(5,136		)	(7.0	)%
Miscellaneous	10,735			10,615			120			1.1	%
	153,031			156,048			(3,017		)	(1.9	)%
Operating Expenses
Cost of services and products	45,241			44,878			363			0.8	%
Selling, general and administrative expenses	42,579			45,770			(3,191		)	(7.0	)%
Depreciation, amortization and accretion	34,340			34,528			(188		)	(0.5	)%
Loss on asset disposals	434			—			434			N/M
	122,594			125,176			(2,582		)	(2.1	)%
Operating Income	$	30,437		$	30,872		$	(435	)	(1.4	)%
Competitive Local Exchange Carrier Operations
Revenues	$	53,295		$	57,440		$	(4,145	)	(7.2	)%
Expenses excluding depreciation, amortization and accretion	43,870			47,606			(3,736		)	(7.8	)%
Depreciation, amortization and accretion	6,411			6,111			300			4.9	%
Loss on asset disposals	74			—			74			N/M
	50,355			53,717			(3,362		)	(6.3	)%
Operating Income	$	2,940		$	3,723		$	(783	)	(21.0	)%
Intercompany revenues	$	(1,536	)	$	(1,832	)	$	296		N/M
Intercompany expenses	(1,536		)	(1,832		)	296			N/M
	—			—			—
Total TDS Telecom Operating Income	$	33,377		$	34,595		$	(1,218	)	(3.5	)%

N/M - - Percentage change not meaningful.

13

TDS Telecom Highlights

Twelve Months Ended December 31,

(Unaudited, dollars in thousands)

							Increase (Decrease)
	2008			2007			Amount			Percent
Local Telephone Operations
Operating Revenues
Voice	$	203,372		$	218,888		$	(15,516	)	(7.1	)%
Data	90,059			73,018			17,041			23.3	%
Network access	278,484			301,287			(22,803		)	(7.6	)%
Miscellaneous	39,119			36,790			2,329			6.3	%
	611,034			629,983			(18,949		)	(3.0	)%
Operating Expenses
Cost of services and products	184,285			193,761			(9,476		)	(4.9	)%
Selling, general and administrative expenses	166,787			175,392			(8,605		)	(4.9	)%
Depreciation, amortization and accretion	134,935			133,440			1,495			1.1	%
Loss on asset disposals	466			—			466			N/M
	486,473			502,593			(16,120		)	(3.2	)%
Operating Income	$	124,561		$	127,390		$	(2,829	)	(2.2	)%
Competitive Local Exchange Carrier Operations
Revenues	$	220,002		$	236,529		$	(16,527	)	(7.0	)%
Expenses excluding depreciation, amortization and accretion	178,497			198,695			(20,198		)	(10.2	)%
Depreciation, amortization and accretion	23,431			24,022			(591		)	(2.5	)%
Loss on asset disposals	391			—			391			N/M
	202,319			222,717			(20,398		)	(9.2	)%
Operating Income	$	17,683		$	13,812		$	3,871		28.0	%
Intercompany revenues	$	(6,754	)	$	(6,301	)	$	(453	)	N/M
Intercompany expenses	(6,754		)	(6,301		)	(453		)	N/M
	—			—			—
Total TDS Telecom Operating Income	$	142,244		$	141,202		$	1,042		0.7	%

N/M - - Percentage change not meaningful.

14

TELEPHONE AND DATA SYSTEMS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Twelve Months Ended December 31,

(Unaudited, dollars in thousands)

	2008			2007
	(Dollars in thousands)
Cash Flows from Operating Activities
Net income	$	93,541		$	386,112
Add (Deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion	750,077			748,136
Bad debts expense	83,004			74,988
Stock-based compensation expense	22,693			31,891
Deferred income taxes	(437,919		)	(283,047		)
(Gain) loss on investments and financial instruments, net	(31,595		)	(81,423		)
Equity in earnings of unconsolidated entities	(89,812		)	(91,831		)
Distributions from unconsolidated entities	92,335			87,404
Minority share of income	29,372			73,111
Loss on impairment of intangible assets	414,376			24,923
Loss on asset disposals, net	24,296			34,016
Extraordinary item, net of tax	—			(42,827		)
Noncash interest expense	10,125			21,124
Excess tax benefit from stock awards	(1,966		)	(28,981		)
Other operating activities	(1,831		)	(3,683		)
Changes in assets and liabilities
Change in accounts receivable	(79,427		)	(88,889		)
Change in inventory	(17,123		)	16,848
Change in accounts payable	6,804			13,905
Change in customer deposits and deferred revenues	7,692			24,725
Change in accrued taxes	(11,725		)	56,225
Change in accrued interest	(4,221		)	(8,273		)
Change in other assets and liabilities	(9,804		)	(23,422		)
	848,892			941,032
Cash flows from investing activities
Additions to property, plant and equipment	(734,923		)	(699,566		)
Cash paid for acquisitions and licenses	(389,189		)	(23,764		)
Cash received from divestitures	6,838			4,277
Proceeds from disposition of investments	259,017			92,002
Cash paid to settle derivative liabilities	(17,404		)	—
Proceeds from return of investments	1,335			—
Cash paid for short-term investments	(27,446		)	—
Other investing activities	(980		)	(804		)
	(902,752)			(627,855		)
Cash flows from financing activities
Issuance of notes payable	100,000			25,000
Issuance of long-term debt	—			2,857
Repayment of notes payable	(100,000		)	(60,000		)
Settlement of variable prepaid forward contracts	(47,357		)	—
Repayment of long-term debt	(9,448		)	(3,552		)
TDS Common Shares and Special Common Shares reissued for benefit plans, net of tax payments	1,409			113,605
U.S. Cellular Common Shares reissued for benefit plans, net of tax payments	(2,288		)	10,073
Excess tax benefit from stock awards	1,966			28,981
Repurchase of TDS Special Common Shares and Common Shares	(197,672		)	(126,668		)
Repurchase of U.S. Cellular Common Shares	(28,366		)	(87,902		)
Dividends paid	(47,320		)	(45,830		)
Distributions to minority partners	(16,769		)	(8,559		)
Other financing activities	2,568			(61		)
	(343,277)			(152,056		)
Net Increase (Decrease) in Cash and Cash Equivalents	(397,137		)	161,121
Cash and Cash Equivalents -
Beginning of period	1,174,446			1,013,325
End of period	$	777,309		$	1,174,446

15

EX-99.2

Exhibit 99.2

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Form 8-K and/or press release attached to this Form 8-K contain statements that are not based on historical fact 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 discussed under “Risk Factors” in the most recent filing of TDS’ Form 10-K, as updated by any TDS Form 10-Q filed subsequent to such Form 10-K.  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’ Form 10-K, as updated by any TDS Form 10-Q filed subsequent to such Form 10-K, the following factors and other information contained in, or incorporated by reference into, this Form 8-K and/or press release attached to this Form 8-K to understand the material risks relating to TDS’ business.

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

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

·TDS’ system infrastructure may not be capable of supporting changes in technologies and services expected by customers, which could result in lost customers and revenues.

·An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to TDS could have an adverse effect on TDS’ business, financial condition or results of operations.

·TDS currently receives a significant amount of roaming revenues from its wireless business.  As a result of recently announced acquisitions by other companies in the wireless industry, TDS anticipates that its roaming revenues will decline significantly over the next several quarters.  Further industry consolidation and continued build outs by existing and new wireless carriers could cause roaming revenues to decline even more, which would have an adverse effect on TDS’ business, financial condition and results of operations.

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

·To the extent conducted by the FCC, TDS is likely to participate in FCC auctions of additional spectrum in the future as an applicant or as a non-controlling partner in another auction applicant and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on TDS.

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

·TDS’ 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.

·The expected future completion of recently announced acquisitions will lead to increased consolidation in the wireless telecommunications industry.  TDS’ lower scale relative to larger wireless carriers has in the past and could in the future prevent or delay its access to new products including handsets, new technology and/or new content and applications which could adversely affect TDS’ ability to attract and retain customers and, as a result, could adversely affect its 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’ business, financial condition or results of operations.

·Changes in various business factors could have an adverse effect on TDS’ business, financial condition or results of operations.

·Advances or changes in telecommunications technology, such as Voice over Internet Protocol (“VoIP”), High-Speed Packet Access, WiMAX or Long-Term Evolution (“LTE”), could render certain technologies used by TDS obsolete, could reduce TDS’ revenues or could increase its costs of doing business.

·Changes in TDS’ enterprise value, changes in the market supply or demand for wireless licenses or wireline markets, 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 its license costs, goodwill and/or physical assets.

·Costs, integration problems or other factors associated with acquisitions/divestitures of properties or licenses and/or expansion of TDS’ business could have an adverse effect on TDS’ business, financial condition or results of operations.

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

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

·A failure by TDS to complete significant network construction and system implementation as part of its plans to improve the quality, coverage, capabilities and capacity of its network could have an adverse effect on its operations.

·Financial difficulties (including bankruptcy proceedings) of TDS’ key suppliers or vendors, termination or impairment of TDS’ relationships with such suppliers or vendors, or a failure by TDS to manage its supply chain effectively could result in delays or termination of TDS’ receipt of required equipment or services, or could result in excess quantities of required equipment or services, any of which 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 material disruption in TDS’ telecommunication networks or information technology, including breaches of network or information technology security, could have an adverse effect on TDS’ business, financial condition or results of operations.

·Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other events could have an adverse effect on TDS’ business, financial condition or results of operations.

·The market prices of TDS’ Common Shares and Special Common Shares are subject to fluctuations due to a variety of factors.

·Changes in 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.

·Restatements of financial statements by TDS and related matters, including resulting delays in filing periodic reports with the SEC, could have an adverse effect on TDS’ 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’ financial condition or results of operations.

·Identification of 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’ business, financial condition or results of operations.

·Early redemptions or repurchases of debt, issuances of debt, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in TDS’ 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.

·An increase in the amount of TDS’ debt in the future could subject TDS to higher interest costs and restrictions on its financing, investing and operating activities and could decrease its net income and cash flows.

·Recent market events and conditions, including disruption in credit and other financial markets and the deterioration of U.S. and global economic conditions, 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’ financial condition or results of operations.

·Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in 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.

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

·Changes in USF funding and/or intercarrier compensation could have a material adverse impact on TDS’ financial position or results of operations.

·Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments could have an adverse effect on TDS’ 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’ financial condition, results of operations or ability to do business.

·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’ wireless 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.

·A failure by TDS to successfully execute its business strategy could have an adverse effect on TDS’ business, financial condition or results of operations.

·Inability to manage its supply chain or inventory successfully could have an adverse effect on TDS’ 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 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.

·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’ forward-looking estimates 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.