CHICAGO, Aug. 1, 2014 /PRNewswire/ -- Telephone and Data Systems, Inc. (NYSE: TDS) reported total operating revenues of $1,236.4 million for the second quarter of 2014, versus $1,228.2 million for the comparable period one year ago. Net income (loss) attributable to TDS shareholders and related diluted earnings (loss) per share were $(22.0) million and $(0.20) respectively, for the second quarter of 2014, compared to $156.1 million and $1.42, respectively, in the comparable period one year ago. Year-over-year comparisons are affected by U.S. Cellular's divestiture transaction and acquisitions at TDS Telecom, in 2013.

"Our businesses were productive in the second quarter. We're seeing positive results from strategic growth initiatives we've implemented over the last few years," said LeRoy T. Carlson, Jr., TDS president and CEO.

"U.S. Cellular generated strong gross customer additions and significantly reduced postpaid churn in the quarter, leading to net postpaid customer growth in June. Our high-quality 4G LTE network, competitive service plans, devices, pricing and our new equipment installment plans helped drive smartphone penetration to 55 percent, which increased data usage and helped us achieve higher average revenue per postpaid customer.

"TDS Telecom posted another solid quarter of earnings and revenue growth, fueled by residential TDS TV customer additions, broadband speed upgrades, and commercial managedIP connections, and by realizing significant cost reductions. We continue to be excited about the growth potential in our cable business. At Baja Broadband, we are working to improve our video offerings and increase broadband penetration. We also are focused on ensuring a smooth completion to our BendBroadband acquisition in the third quarter. In our hosted and managed services business, OneNeck IT Solutions, we increased revenues through growth in recurring services and through the effect of acquisitions."

2014 Estimated Results
Estimates of full-year 2014 results for U.S. Cellular, TDS Telecom and TDS are shown below. Such estimates represent management's view as of August 1, 2014. Such forward-looking statements should not be assumed to be current as of any future date. TDS undertakes no duty to update such information, whether as a result of new information, future events or otherwise. There can be no assurance that final results will not differ materially from such estimated results.




                                      2014 Estimated Results
                                      ----------------------

                    U.S. Cellular                                      TDS Telecom (1)                  TDS (1)(3)
                    -------------                                      --------------                   ---------

                       Current                      Previous                           Current           Previous             Current           Previous
                       -------                      --------                           -------           --------             -------           --------

    (Dollars in
     millions)

    Total operating
     revenues            $3,900-$4,000                            N/A                    $1,050-$1,100            Unchanged     $4,970-$5,120            N/A

    Adjusted income
     before income
     taxes (2)               $350-$450                            N/A                        $260-$290            $250-$280         $605-$735            N/A

    Capital
     expenditures                 $640                       Unchanged                             $200             Unchanged              $850             N/A



    (1)              These estimates do not reflect the
                     effects of the acquisition of
                     BendBroadband.

    (2)              Adjusted income before income taxes is
                     defined as income before income taxes,
                     adjusted for the items set forth in the
                     reconciliation below. Adjusted income
                     before income taxes excludes these
                     items in order to show operating
                     results on a more comparable basis from
                     period to period. From time to time,
                     TDS may exclude other items from
                     adjusted income before income taxes if
                     such items help reflect operating
                     results on a more comparable basis. TDS
                     does not intend to imply that any such
                     items that are excluded are non-
                     recurring, infrequent or unusual; such
                     items may occur in the future.
                     Adjusted income before income taxes is
                     not a measure of financial performance
                     under Generally Accepted Accounting
                     Principles in the United States
                     ("GAAP") and should not be considered
                     as an alternative to income before
                     income taxes as an indicator of the
                     company's operating performance or as
                     an alternative to cash flows from
                     operating activities, determined in
                     accordance with GAAP, as an indicator
                     of cash flows or as a measure of
                     liquidity. TDS believes adjusted income
                     before income taxes is a useful measure
                     of TDS' operating results before
                     significant recurring non-cash
                     charges, discrete gains and losses, and
                     financing charges (interest expense).
                     The following tables provide a
                     reconciliation of income before income
                     taxes to adjusted income before income
                     taxes for 2014 estimated results, six
                     months ended June 30, 2014 actual
                     results, and year ended December 31,
                     2013 actual results:


                     2014 Estimated Results
                     ----------------------

                   U.S. Cellular            TDS Telecom (1)       TDS (1)(3)
                   -------------            --------------        ---------

     (Dollars
     in
     millions)

     Income
     (loss)
     before
     income
     taxes               ($189)-($89)                    $35-$65    ($249)-($119)

     Depreciation,
     amortization
     and
     accretion                   $630                        $225              $865

     (Gain)
     loss
     on
     sale
     of
     business
     and
     other
     exit
     costs,
     net                        ($50)                          ?            ($25)

     (Gain)
     loss
     on
     license
     sales
     and
     exchanges                  ($91)                          ?            ($91)

     Interest
     expense                      $50                           ?             $105

     Adjusted
     income
     before
     income
     taxes                  $350-$450                  $260-$290        $605-$735
                            =========                  =========        =========


                                                     Actual Results
                                                     --------------

                          Six months ended June 30, 2014                         Year ended December 31, 2013
                          ------------------------------                         ----------------------------

                            U.S. Cellular                             TDS                 TDS (3)             U.S. Cellular           TDS            TDS (3)

                                                                    Telecom                                                         Telecom
                                                                    -------                                                         -------

    (Dollars in millions)

    Income (loss)
     before income
     taxes                                  $1                               $39                    ($7)                      $258              $49                $293

    Depreciation,
     amortization and                     $316                              $107                    $429                       $804             $203              $1,018

    accretion expense

    (Gain) loss on
     sale of business
     and other exit
     costs, net                          ($17)                                -                   ($4)                    ($247)               -             ($301)

    (Gain) loss on
     license sales and
     exchanges                           ($91)                                -                  ($91)                    ($255)               -             ($255)

    (Gain) loss on
     investments                             -                                -                      -                     ($19)            ($1)              ($15)

    Interest expense                       $29                              ($1)                    $56                        $44             ($2)                $99
                                           ---                               ---                     ---                        ---              ---                 ---

    Adjusted income
     before income
     taxes                                $238                              $145                    $383                       $585             $249                $839
                                          ====                              ====                    ====                       ====             ====                ====



    (3)              The TDS column includes U.S.
                     Cellular, TDS Telecom and also
                     the impacts of consolidating
                     eliminations, corporate
                     operations and non-reportable
                     segments, all of which are not
                     presented above.

Stock Repurchase Summary
TDS began repurchasing stock under its $250 million repurchase authorization on Aug. 5, 2013. The following represents repurchases of TDS Common Shares.



    Repurchase Period     # Shares     Cost (in
                                      millions)
    -----------------     --------    ---------

    2014 (second quarter)     650,628      $17.3

    2014 (first quarter)      157,891       $3.8

    2013 (full year)          338,851       $9.7
                              -------       ----

    Total                   1,147,370      $30.8
                            =========      =====

Conference Call Information
TDS will hold a conference call on Aug. 1, 2014 at 9:30 a.m. CDT.


    --  Access the live call on the Events & Presentations page of
        investors.teldta.com or at www.videonewswire.com/event.asp?id=100144.
    --  Access the call by phone at 877-407-8029 (US/Canada), no pass code
        required.

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

About TDS
Telephone and Data Systems, Inc. (TDS), a Fortune 1000® company, provides wireless; cable and wireline broadband, TV and voice; and hosted and managed services to approximately 5.8 million customers nationwide through its business units, U.S. Cellular, TDS Telecom, OneNeck IT Solutions and Baja Broadband. Founded in 1969 and headquartered in Chicago, TDS employed 10,100 people as of June 30, 2014.

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

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: impacts of any pending acquisition and divestiture transactions, including, but not limited to, the ability to obtain regulatory approvals, successfully complete the transactions and the financial impacts of such transactions; the ability of the company to successfully manage and grow its markets; the overall economy; competition; the access to and pricing of unbundled network elements; the ability to obtain or maintain roaming arrangements with other carriers on acceptable terms; the state and federal telecommunications regulatory environment; the value of assets and investments; adverse changes in the ratings 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; pending and future litigation; changes in income tax rates, laws, regulations or rulings; acquisitions/divestitures of properties and/or licenses; changes in customer growth rates, average monthly revenue per user, churn rates, roaming revenue and terms, the availability of wireless devices, or the mix of 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 Current Report used by TDS to furnish this press release to the Securities and Exchange Commission ("SEC"), which are incorporated by reference herein.

For more information about TDS and its subsidiaries, visit:
TDS: www.teldta.com
U.S. Cellular: www.uscellular.com
TDS Telecom: www.tdstelecom.com
OneNeck IT Solutions: www.oneneck.com



                                                                                                      United States Cellular Corporation

                                                                                              Total Markets* Summary Operating Data (Unaudited)


    As of or for the Quarter Ended                            6/30/2014             3/31/2014             12/31/2013                    9/30/2013             6/30/2013
    ------------------------------                            ---------             ---------             ----------                    ---------             ---------

    Retail Customers

                              Postpaid

                              Total at end of period                      4,148,000                        4,174,000                                4,267,000             4,343,000     4,412,000

                              Gross additions                               190,000                          197,000                                  176,000               165,000       165,000

                              Net additions (losses)                       (26,000)                        (93,000)                                (71,000)             (60,000)    (120,000)

                              ARPU (1)                                       $56.82                           $57.59                                   $53.53                $54.64        $54.18

                              Churn rate (2)                                   1.7%                            2.3%                                    1.9%                 1.7%         2.0%

                              Smartphone penetration (3)                      55.3%                           53.1%                                   50.8%                47.1%        45.5%

                              Prepaid

                              Total at end of period                        352,000                          356,000                                  343,000               370,000       381,000

                              Gross additions                                65,000                           85,000                                   63,000                65,000        77,000

                              Net additions (losses)                        (4,000)                          13,000                                 (26,000)             (11,000)      (7,000)

                              ARPU (1)                                       $34.02                           $32.22                                   $31.66                $28.72        $31.69

                              Churn rate (2)                                   6.5%                            6.9%                                    8.3%                 6.8%         6.8%

    Total customers at end of period                                    4,653,000                        4,684,000                                4,774,000             4,875,000     4,968,000

    Billed ARPU (1)                                                        $53.36                           $53.93                                   $50.25                $50.92        $50.60

    Service revenue ARPU (1)                                               $60.32                           $60.19                                   $57.05                $58.36        $57.45

    Smartphones sold as a percent of total                                  72.6%                           73.0%                                   79.6%                65.2%        66.0%

      devices sold

    Total population

                              Consolidated markets (4)                   54,817,000                       54,817,000                               58,013,000            84,025,000    84,025,000

                               Consolidated operating markets
                               (4)                                       31,729,000                       31,729,000                               31,759,000            31,822,000    31,822,000

    Market penetration at end of period

                              Consolidated markets (5)                         8.5%                            8.5%                                    8.2%                 5.8%         5.9%

                               Consolidated operating markets
                               (5)                                            14.7%                           14.8%                                   15.0%                15.3%        15.6%

    Capital expenditures (000s)                                          $143,927                          $89,581                                 $208,135              $242,459      $168,497

    Total cell sites in service                                             6,183                            6,165                                    6,975                 7,687         7,748

    Owned towers                                                            4,457                            4,448                                    4,448                 4,422         4,411




    *            Represents U.S. Cellular's consolidated
                 markets. These results include markets
                 which U. S. Cellular currently
                 consolidates, or previously consolidated
                 in the periods presented, and are not
                 adjusted in prior periods for subsequent
                 divestitures or deconsolidations.


                Refer to U.S. Cellular's Form 8-K filed
                 on August 2, 2013 for pro forma
                 financial information related to the
                 Divestiture Transaction and the NY1 and
                 NY2 Deconsolidation for the three and
                 six months ended June 30, 2013, as if
                 the transactions had occurred at the
                 beginning of the period.




                                                                                                     United States Cellular Corporation

                                                                                              Core* Markets Summary Operating Data (Unaudited)


    As of or for the Quarter Ended                            6/30/2014             3/31/2014            12/31/2013                    9/30/2013             6/30/2013
    ------------------------------                            ---------             ---------            ----------                    ---------             ---------

    Retail Customers

                              Postpaid

                              Total at end of period                      4,148,000                       4,174,000                                4,267,000             4,343,000    4,412,000

                              Gross additions                               190,000                         197,000                                  176,000               165,000      165,000

                              Net additions (losses)                       (26,000)                       (93,000)                                (71,000)             (60,000)    (53,000)

                              ARPU (1)                                       $56.82                          $57.59                                   $53.53                $54.64       $54.44

                              Churn rate (2)                                   1.7%                           2.3%                                    1.9%                 1.7%        1.6%

                              Smartphone penetration (3)                      55.3%                          53.1%                                   50.8%                47.1%       45.5%

                              Prepaid

                              Total at end of period                        352,000                         356,000                                  343,000               370,000      381,000

                              Gross additions                                65,000                          85,000                                   63,000                65,000       76,000

                              Net additions (losses)                        (4,000)                         13,000                                 (26,000)             (11,000)       8,000

                              ARPU (1)                                       $34.02                          $32.22                                   $31.66                $28.72       $31.65

                              Churn rate (2)                                   6.5%                           6.9%                                    8.3%                 6.8%        6.0%

    Total customers at end of period                                    4,653,000                       4,684,000                                4,774,000             4,875,000    4,968,000

    Billed ARPU (1)                                                        $53.36                          $53.93                                   $50.25                $50.92       $50.98

    Service revenue ARPU (1)                                               $60.32                          $60.19                                   $57.05                $58.36       $57.88

    Smartphones sold as a percent of total                                  72.6%                          73.0%                                   79.6%                65.2%       66.1%

      devices sold

    Total population

                              Consolidated markets (4)                   54,817,000                      54,817,000                               58,013,000            84,025,000   84,025,000

                               Consolidated operating markets
                               (4)                                       31,729,000                      31,729,000                               31,759,000            31,822,000   31,822,000

    Market penetration at end of period

                              Consolidated markets (5)                         8.5%                           8.5%                                    8.2%                 5.8%        5.9%

                               Consolidated operating markets
                               (5)                                            14.7%                          14.8%                                   15.0%                15.3%       15.6%

    Capital expenditures (000s)                                          $143,927                         $89,581                                 $211,247              $239,332     $171,166

    Total cell sites in service                                             6,183                           6,165                                    6,161                 6,127        6,113

    Owned towers                                                            3,892                           3,883                                    3,883                 3,857        3,846



    *                U.S. Cellular's Core Markets excludes
                     the results of the Divestiture Markets
                     and NY1 and NY2 Partnerships for the
                     periods presented.


                    Refer to U.S. Cellular's Form 8-K filed
                     on August 2, 2013 for pro forma
                     financial information related to the
                     Divestiture Transaction and the NY1
                     and NY2 Deconsolidation for the three
                     and six months ended June 30, 2013, as
                     if the transactions had occurred at
                     the beginning of the period.


    (1)              ARPU metrics are calculated by dividing
                     a revenue base by an average number of
                     customers by the number of months in
                     the period.  These revenue bases and
                     customer populations are shown below:

                         a.      Postpaid ARPU consists of total
                          postpaid service revenues and postpaid
                          customers.

                         b.      Prepaid ARPU consists of total
                          prepaid service revenues and prepaid
                          customers.

                        c.      Billed ARPU consists of total
                          retail service or "billed" revenues
                          (total postpaid, prepaid and reseller
                          service revenues) and postpaid,
                          prepaid and reseller customers.

                        d.      Service revenue ARPU consists
                          of total retail service revenues,
                          inbound roaming and other service
                          revenues and postpaid, prepaid and
                          reseller customers.

    (2)              Churn metrics represent the percentage
                     of the postpaid or prepaid customers
                     that disconnect service each month.
                     These metrics represent the average
                     monthly postpaid or prepaid churn rate
                     for each respective period.

    (3)              Smartphones represent wireless devices
                     which run on an Android, Apple,
                     BlackBerry or Windows Mobile operating
                     system, excluding tablets. Smartphone
                     penetration is calculated by dividing
                     postpaid smartphone customers by total
                     postpaid customers.

    (4)              The decrease in the population of
                     Consolidated markets is due primarily
                     to the divestiture of the Mississippi
                     Valley non-operating license in
                     October 2013 and the majority of the
                     St. Louis area non-operating market
                     license in March 2014. Total
                     Population is used only to calculate
                     market penetration of consolidated
                     markets and consolidated operating
                     markets, respectively. See footnote
                     (5) below.

    (5)              Market penetration is 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.  The increase in penetration
                     is due primarily to a lower
                     denominator as a result of the license
                     divestitures described in footnote (4)
                     above.




                                                                                                            TDS Telecom

                                                                                                 Summary Operating Data (Unaudited)


    Quarter Ended                                                  6/30/2014           3/31/2014                          12/31/2013     9/30/2013           6/30/2013
                                                                   ---------           ---------                          ----------     ---------           ---------

    TDS Telecom

    Wireline
    --------

                  Residential
                  connections

                                 Voice (1)                                      346,100                                          348,700                352,100                358,100         364,100

                                 Broadband (2)                                  232,700                                          229,000                227,000                229,500         231,700

                                 IPTV (3)                                        18,200                                           15,900                 13,800                 12,200          10,500
                                                                                 ------                                           ------                 ------                 ------          ------

                                    Wireline residential
                                     connections                                597,000                                          593,600                592,900                599,800         606,300
                                                                                =======                                          =======                =======                =======         =======


                  Total
                  residential
                  revenue per
                  connection (4)                                         $41.05                         $40.79                                   $40.93                 $41.12          $40.10


                  Commercial
                  connections

                                 Voice (1)                                      206,200                                          212,200                218,400                223,800         229,100

                                 Broadband (2)                                   26,000                                           26,600                 27,100                 27,600          28,200

                                 managedIP (5)                                  133,300                                          131,000                127,600                121,000         112,000
                                                                                -------                                          -------                -------                -------         -------

                                    Wireline commercial connections             365,500                                          369,800                373,100                372,400         369,300
                                                                                =======                                          =======                =======                =======         =======


                  Total Wireline
                  connections                                           962,500                        963,400                                  966,000                972,200         975,600
                                                                        =======                        =======                                  =======                =======         =======


    Cable
    -----

                  Cable
                  Connections

                                 Video (6)                                       69,700                                           68,700                 69,100                 70,300

                                 Broadband (7)                                   63,200                                           63,000                 61,000                 59,800

                                 Voice (7)                                       17,800                                           17,700                 17,200                 16,800
                                                                                 ------                                           ------                 ------                 ------

                                    Cable connections                           150,700                                          149,400                147,300                146,900
                                                                                =======                                          =======                =======                =======


                  Total
                  residential
                  revenue per
                  connection (4)                                         $56.80                         $57.37                                   $55.27                 $55.67



    (1)              The individual circuit connecting
                     customers to TDS Telecom's central
                     office facilities.

    (2)              The number of customers provided high-
                     capacity data circuits via various
                     technologies, including DSL and
                     dedicated internet circuit
                     technologies.

    (3)              The number of customers provided video
                     services using IP networking
                     technology.

    (4)              Total residential revenue divided by
                     the average number of total
                     residential connections.

    (5)              The number of telephone handsets, data
                     lines and IP trunks providing
                     communications using IP networking
                     technology.

    (6)              Generally, a home or business
                     receiving video programming counts as
                     one video connection. In counting
                     bulk residential or commercial
                     connections, such as an apartment
                     building or hotel, connections are
                     counted based on the number of units/
                     rooms within the building receiving
                     service.

    (7)              Broadband and voice connections
                     reflect billable number of lines into
                     a building for high speed data and
                     voice services, respectively.




                                                  TDS Telecom

                                          Capital Expenditures (000s)


    Quarter
     Ended   6/30/2014          3/31/2014           12/31/2013        9/30/2013         6/30/2013
             ---------          ---------           ----------        ---------         ---------

    Wireline            $27,400                         $22,900                 $46,000           $32,800 $33,300

    Cable               7,200                           6,200                   7,000             1,400       -

    HMS                10,600                           2,800                   9,200             2,400   2,300
                       ------                           -----                   -----             -----   -----

                        $45,200                         $31,900                 $62,200           $36,600 $35,600
                        =======                         =======                 =======           ======= =======




                                                                                     Telephone and Data Systems, Inc.

                                                                             Consolidated Statement of Operations Highlights

                                                                                       Three Months Ended June 30,

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

                                                                                                                                                                                                      Change
                                                                                                                                                                                                      ------

                                                                                                      2014                          2013                Amount   Percent
                                                                                                      ----                          ----                ------   -------

    Operating revenues

                                             U.S. Cellular                                        $957,773                                 $995,130                       $(37,357)                       (4%)

                                             TDS Telecom                                           270,850                                  223,460                          47,390                         21%

                                             All Other (1)                                           7,769                                    9,576                         (1,807)                      (19%)


                                                                                                                1,236,392                              1,228,166                            8,226                        1%
                                                                                                                ---------                              ---------                            -----

    Operating expenses

                                             U.S. Cellular

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                        863,361                                  813,464                          49,897                          6%

                                              Depreciation,
                                              amortization
                                              and accretion                                        148,337                                  202,580                        (54,243)                      (27%)

                                              (Gain) loss on
                                              asset
                                              disposals, net                                         6,893                                    9,018                         (2,125)                      (24%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                          (10,511)                               (249,024)                        238,513                         96%
                                                                                                   -------                                 --------                         -------

                                                                                                                1,008,080                                776,038                          232,042                       30%
                                                                                                                ---------                                -------                          -------

                                             TDS Telecom

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                        197,427                                  162,954                          34,473                         21%

                                              Depreciation,
                                              amortization
                                              and accretion                                         53,175                                   48,756                           4,419                          9%

                                              (Gain) loss on
                                              asset
                                              disposals, net                                           983                                    (682)                          1,665                 >(100%)
                                                                                                       ---                                     ----                           -----

                                                                                                                  251,585                                211,028                           40,557                       19%
                                                                                                                  -------                                -------                           ------

                                             All Other (1)(2)

                                             Expenses
                                              excluding
                                              depreciation
                                              and
                                              amortization                                           9,613                                   10,033                           (420)                       (4%)

                                              Depreciation
                                              and
                                              amortization                                           3,055                                    2,867                             188                          7%

                                              (Gain) loss on
                                              asset
                                              disposals, net                                            27                                     (17)                             44                 >(100%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                            13,122                                 (54,010)                         67,132                 >(100%)
                                                                                                    ------                                  -------                          ------

                                                                                                                   25,817                               (41,127)                          66,944                 >(100%)
                                                                                                                   ------                                -------                           ------


                                                                 Total operating expenses                       1,285,482                                945,939                          339,543                       36%
                                                                                                                ---------                                -------                          -------

    Operating income (loss)

                                             U.S. Cellular                                        (50,307)                                 219,092                       (269,399)                >(100%)

                                             TDS Telecom                                            19,265                                   12,432                           6,833                         55%

                                             All Other  (1)(2)                                    (18,048)                                  50,703                        (68,751)                >(100%)


                                                                                                                 (49,090)                               282,227                        (331,317)                >(100%)
                                                                                                                  -------                                -------                         --------

    Investment and other income (expense)

                                              Equity in earnings
                                              of unconsolidated
                                              entities                                              34,790                                   35,605                           (815)                       (2%)

                                              Interest and
                                              dividend income                                        2,751                                    2,600                             151                          6%

                                              Gain (loss) on
                                              investments                                                             -                                14,518                         (14,518)                      N/M

                                             Interest expense                                     (27,898)                                (23,749)                        (4,149)                      (17%)

                                             Other, net                                                 50                                    (197)                            247                 >(100%)


                                              Total
                                              investment and
                                              other income                                           9,693                                   28,777                        (19,084)                      (66%)
                                                                                                     -----                                   ------                         -------

    Income (loss) before income taxes                                                                        (39,397)                               311,004                        (350,401)                >(100%)

                                              Income tax expense
                                              (benefit)                                           (13,671)                                 132,607                       (146,278)                >(100%)


    Net income (loss)                                                                                        (25,726)                               178,397                        (204,123)                >(100%)

                                             Less: Net income
                                              (loss)
                                              attributable to
                                              noncontrolling
                                              interests, net of
                                              tax                                                  (3,688)                                  22,320                        (26,008)                >(100%)


    Net income (loss) attributable to TDS shareholders                                                       (22,038)                               156,077                        (178,115)                >(100%)

                                              TDS Preferred
                                              dividend
                                              requirement                                             (12)                                    (12)                                          -                        -


    Net income (loss) available to common
     shareholders                                                                                            $(22,050)                              $156,065                       $(178,115)                >(100%)
                                                                                                              ========                               ========                        =========


    Basic weighted average shares outstanding                                                                 108,719                                108,385                              334                         -

    Basic earnings (loss) per share attributable
     to TDS shareholders                                                                                       $(0.20)                                 $1.44                          $(1.64)                >(100%)


    Diluted weighted average shares outstanding                                                               108,719                                108,913                            (194)                        -

    Diluted earnings (loss) per share
     attributable to TDS shareholders                                                                          $(0.20)                                 $1.42                          $(1.62)                >(100%)



    (1)              Consists of Non-Reportable
                     Segment, corporate operations
                     and intercompany eliminations
                     between U.S. Cellular, TDS
                     Telecom, the Non-Reportable
                     Segment and corporate
                     operations.

    (2)              Due to the Airadigm Transaction,
                     TDS recognized expenses of $13.1
                     million related to exit and
                     disposal activities in 2014.  In
                     2013, TDS recognized an
                     incremental gain of $53.5
                     million compared to U.S.
                     Cellular upon closing of the
                     Divestiture Transaction as a
                     result of lower asset basis in
                     the assets disposed.


    N/M - Percentage change not meaningful




                                                                                     Telephone and Data Systems, Inc.

                                                                             Consolidated Statement of Operations Highlights

                                                                                        Six Months Ended June 30,

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

                                                                                                                                                                                                      Change
                                                                                                                                                                                                      ------

                                                                                                      2014                          2013                Amount   Percent
                                                                                                      ----                          ----                ------   -------

    Operating revenues

                                             U.S. Cellular                                      $1,883,584                               $2,076,876                      $(193,292)                       (9%)

                                             TDS Telecom                                           533,266                                  440,521                          92,745                         21%

                                             All Other (1)                                          15,504                                   19,342                         (3,838)                      (20%)


                                                                                                                2,432,354                              2,536,739                        (104,385)                     (4%)
                                                                                                                ---------                              ---------                         --------

    Operating expenses

                                             U.S. Cellular

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                      1,710,006                                1,691,534                          18,472                          1%

                                              Depreciation,
                                              amortization
                                              and accretion                                        316,090                                  392,425                        (76,335)                      (19%)

                                              (Gain) loss on
                                              asset
                                              disposals, net                                         8,827                                   14,452                         (5,625)                      (39%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                          (17,411)                               (242,093)                        224,682                         93%

                                              (Gain) loss on
                                              license sales
                                              and exchanges                                       (91,446)                                                  -                        (91,446)                      N/M
                                                                                                   -------                                                 ---                         -------

                                                                                                                1,926,066                              1,856,318                           69,748                        4%
                                                                                                                ---------                              ---------                           ------

                                             TDS Telecom

                                             Expenses
                                              excluding
                                              depreciation,
                                              amortization
                                              and accretion                                        387,730                                  322,440                          65,290                         20%

                                              Depreciation,
                                              amortization
                                              and accretion                                        106,950                                   98,247                           8,703                          9%

                                              (Gain) loss on
                                              asset
                                              disposals, net                                         1,327                                    (489)                          1,816                 >(100%)
                                                                                                     -----                                     ----                           -----

                                                                                                                  496,007                                420,198                           75,809                       18%
                                                                                                                  -------                                -------                           ------

                                             All Other (1)(2)

                                             Expenses
                                              excluding
                                              depreciation
                                              and
                                              amortization                                          18,939                                   19,272                           (333)                       (2%)

                                              Depreciation
                                              and
                                              amortization                                           6,446                                    5,608                             838                         15%

                                              (Gain) loss on
                                              asset
                                              disposals, net                                           179                                     (28)                            207                 >(100%)

                                             (Gain) loss on
                                              sale of
                                              business and
                                              other exit
                                              costs, net                                            13,122                                 (54,010)                         67,132                 >(100%)
                                                                                                    ------                                  -------                          ------

                                                                                                                   38,686                               (29,158)                          67,844                 >(100%)
                                                                                                                   ------                                -------                           ------


                                                                 Total operating expenses                       2,460,759                              2,247,358                          213,401                        9%
                                                                                                                ---------                              ---------                          -------

    Operating income (loss)

                                             U.S. Cellular                                        (42,482)                                 220,558                       (263,040)                >(100%)

                                             TDS Telecom                                            37,259                                   20,323                          16,936                         83%

                                             All Other  (1)(2)                                    (23,182)                                  48,500                        (71,682)                >(100%)


                                                                                                                 (28,405)                               289,381                        (317,786)                >(100%)
                                                                                                                  -------                                -------                         --------

    Investment and other income (expense)

                                              Equity in earnings
                                              of unconsolidated
                                              entities                                              72,117                                   62,694                           9,423                         15%

                                              Interest and
                                              dividend income                                        5,237                                    4,178                           1,059                         25%

                                              Gain (loss) on
                                              investments                                                             ?                                14,518                         (14,518)                      N/M

                                             Interest expense                                     (56,605)                                (48,247)                        (8,358)                      (17%)

                                             Other, net                                                210                                    (351)                            561                 >(100%)


                                              Total
                                              investment and
                                              other income                                          20,959                                   32,792                        (11,833)                      (36%)
                                                                                                    ------                                   ------                         -------

    Income (loss) before income taxes                                                                         (7,446)                               322,173                        (329,619)                >(100%)

                                              Income tax expense
                                              (benefit)                                            (2,014)                                 136,787                       (138,801)                >(100%)


    Net income (loss)                                                                                         (5,432)                               185,386                        (190,818)                >(100%)

                                             Less: Net income
                                              (loss)
                                              attributable to
                                              noncontrolling
                                              interests, net of
                                              tax                                                  (1,648)                                  27,890                        (29,538)                >(100%)


    Net income (loss) attributable to TDS shareholders                                                        (3,784)                               157,496                        (161,280)                >(100%)

                                              TDS Preferred
                                              dividend
                                              requirement                                             (25)                                    (25)                                          -                        -


    Net income (loss) available to common
     shareholders                                                                                             $(3,809)                              $157,471                       $(161,280)                >(100%)
                                                                                                               =======                               ========                        =========


    Basic weighted average shares outstanding                                                                 108,853                                108,320                              533                         -

    Basic earnings (loss) per share attributable
     to TDS shareholders                                                                                       $(0.04)                                 $1.45                          $(1.49)                >(100%)


    Diluted weighted average shares outstanding                                                               108,853                                108,827                               26                         -

    Diluted earnings (loss) per share
     attributable to TDS shareholders                                                                          $(0.04)                                 $1.44                          $(1.48)                >(100%)



    (1)              Consists of Non-Reportable
                     Segment, corporate operations
                     and intercompany eliminations
                     between U.S. Cellular, TDS
                     Telecom, the Non-Reportable
                     Segment and corporate
                     operations.

    (2)              Due to the Airadigm Transaction,
                     TDS recognized expenses of $13.1
                     million related to exit and
                     disposal activities in 2014.  In
                     2013, TDS recognized an
                     incremental gain of $53.5
                     million compared to U.S.
                     Cellular upon closing of the
                     Divestiture Transaction as a
                     result of lower asset basis in
                     the assets disposed.

    N/M - Percentage change not meaningful




                                            Telephone and Data Systems, Inc.

                                          Consolidated Balance Sheet Highlights

                                            (Unaudited, dollars in thousands)


                                                         ASSETS



                                                                             June 30,               December 31,

                                                                                  2014                       2013
                                                                                  ----                       ----

    Current assets

                                       Cash and cash equivalents                           $874,860                   $830,014

                                       Short-term investments                                40,035                     50,104

                                        Accounts receivable from customers
                                        and others                                          624,261                    731,114

                                       Inventory, net                                       205,886                    244,560

                                       Net deferred income tax asset                        106,077                    106,077

                                       Prepaid expenses                                      88,860                     87,920

                                       Income taxes receivable                                9,197                      2,397

                                       Other current assets                                  32,274                     35,151


                                                                                        1,981,450                  2,087,337


    Assets held for sale                                                                   5,980                     16,027


    Investments

                                       Licenses                                           1,460,484                  1,423,779

                                       Goodwill                                             834,352                    836,843

                                       Franchise rights                                     124,487                    123,668

                                       Other intangible assets, net                          61,536                     71,454

                                        Investments in unconsolidated
                                        entities                                            308,661                    301,772

                                       Other investments                                        589                        641


                                                                                        2,790,109                  2,758,157


    Property, plant and equipment, net

                                       U.S. Cellular                                      2,761,404                  2,856,520

                                       TDS Telecom                                          962,377                    984,634

                                       Other                                                 26,166                     36,990


                                                                                        3,749,947                  3,878,144


    Other assets and deferred charges                                                    180,183                    164,482
                                                                                         -------                    -------


    Total assets                                                                       $8,707,669                 $8,904,147
                                                                                       ==========                 ==========




                                                                       Telephone and Data Systems, Inc.

                                                                     Consolidated Balance Sheet Highlights

                                                                       (Unaudited, dollars in thousands)


                                                                            LIABILITIES AND EQUITY



                                                                                     June 30,                            December 31,

                                                                                          2014                                    2013
                                                                                          ----                                    ----

    Current liabilities

                           Current portion
                           of long-term
                           debt                                                           $890                                             $1,646

                          Accounts payable                                             425,051                                            496,069

                           Customer deposits
                           and deferred
                           revenues                                                    302,496                                            289,445

                          Accrued interest                                               6,671                                              6,673

                          Accrued taxes                                                 73,227                                             70,518

                           Accrued
                           compensation                                                 98,099                                            115,031

                           Other current
                           liabilities                                                 166,270                                            212,374
                                                                                       -------                                            -------

                                                                                                               1,072,704                                1,191,756


    Liabilities held for sale                                                                                    722                              ?


    Deferred liabilities and credits

                           Net deferred
                           income tax
                           liability                                                   828,458                                            862,975

                           Other deferred
                           liabilities and
                           credits                                                     460,862                                            458,709


    Long-term debt                                                                                         1,718,832                                1,720,074


    Noncontrolling interests with redemption features                                                            911                                      536


    Equity

                           TDS shareholders'
                           equity

                           Series A Common
                           and Common
                           Shares, par
                           value $.01                                                    1,327                                              1,327

                           Capital in excess
                           of par value                                              2,312,515                                          2,308,807

                           Treasury shares,
                           at cost                                                   (737,835)                                         (721,354)

                           Accumulated other
                           comprehensive
                           loss                                                          (980)                                             (569)

                          Retained earnings                                          2,496,735                                          2,529,626
                                                                                     ---------                                          ---------

                                                  Total TDS shareholders' equity                               4,071,762                                4,117,837


                          Preferred shares                                                 824                                                824

                           Noncontrolling
                           interests                                                   552,594                                            551,436



                          Total equity                                               4,625,180                                          4,670,097


    Total liabilities and equity                                                                           $8,707,669                               $8,904,147
                                                                                                           ==========                               ==========




                                                                                                     Balance Sheet Highlights

                                                                                                          June 30, 2014

                                                                                                (Unaudited, dollars in thousands)



                                            U.S.                      TDS               TDS Corporate                    Intercompany                       TDS

                                          Cellular                  Telecom                & Other                       Eliminations                  Consolidated
                                          --------                  -------                -------                       ------------                  ------------

    Cash and cash
     equivalents                                         $404,058                                 $87,170                                   $383,632                       $    ?                                $874,860

    Affiliated cash investments                     ?                                           466,295                                ?                                             (466,295)             ?

    Short-term investments                                40,035                     ?                                                 ?                                     ?                                  40,035
                                                          ------                    ---                                               ---                                   ---                                 ------

                                           $444,093                         $553,465                                           $383,632                             $(466,295)                      $914,895
                                           ========                         ========                                           ========                              =========                       ========


    Licenses, goodwill and
     other intangible
     assets                                            $1,825,355                                $786,487                                 $(130,983)                      $    ?                              $2,480,859

    Investment in unconsolidated
     entities                                            270,215                                   3,810                                     41,789                                      (7,153)                 308,661

    Long-term and other investments                 ?                                               588                                          1                            ?                                     589
                                                   ---                                              ---                                        ---                           ---                                    ---

                                                         $2,095,570                                $790,885                                  $(89,193)                                    $(7,153)              $2,790,109
                                                         ==========                                ========                                   ========                                      =======               ==========



    Property, plant and
     equipment, net                                    $2,761,404                                $962,377                                    $26,166                       $    ?                              $3,749,947
                                                       ==========                                ========                                    =======                     ===   ===                             ==========


    Long-term debt:

                                  Current
                                  portion                       $46                                     $57                                       $787                       $    ?                                    $890

                                  Non-
                                  current
                                  portion                   876,715                                   1,424                                    840,693                            ?                               1,718,832


                                                           $876,761                                  $1,481                                   $841,480                       $    ?                              $1,719,722
                                                           ========                                  ======                                   ========                     ===   ===                             ==========




                                     Telephone and Data Systems, Inc.

                          Schedule of Cash and Cash Equivalents and Investments

                                    (Unaudited, dollars in thousands)


    The following table presents TDS' cash and cash equivalents and investments at June 30, 2014
     and December 31, 2013.


                                                              June 30,                December 31,

                                                                   2014                        2013
                                                                   ----                        ----


    Cash and cash
     equivalents                                                           $874,860                 $830,014


    Amounts included in short-
     term investments (1) (2)

                                  U.S. Treasury Notes                          40,035                   50,104


    Total cash and cash
     equivalents and
     investments                                                           $914,895                 $880,118
                                                                           ========                 ========



    (1)              Designated as held-to-maturity
                     investments and are recorded at
                     amortized cost in the
                     Consolidated Balance Sheet.

    (2)              Maturities are less than twelve
                     months from the respective
                     balance sheet dates.




                                                         Telephone and Data Systems, Inc.

                                                       Consolidated Statement of Cash Flows

                                                             Six Months Ended June 30,

                                                         (Unaudited, dollars in thousands)

                                                                                                                  2014              2013
                                                                                                                  ----              ----

    Cash flows from operating activities

                                            Net income (loss)                                               $(5,432)                      $185,386

                                             Add (deduct)
                                             adjustments to
                                             reconcile net income
                                             to cash flows

                                              from operating
                                               activities

                                                                      Depreciation, amortization and
                                                                      accretion                                             429,486                         496,280

                                                                     Bad debts expense                                       52,098                          35,187

                                                                     Stock-based compensation expense                        15,488                          12,902

                                                                     Deferred income taxes, net                            (33,346)                       (21,246)

                                                                      Equity in earnings of unconsolidated
                                                                      entities                                             (72,117)                       (62,694)

                                                                      Distributions from unconsolidated
                                                                      entities                                               65,569                          47,635

                                                                     (Gain) loss on asset disposals, net                     10,333                          13,935

                                                                      (Gain) loss on sale of business and
                                                                      other exit costs, net                                 (4,289)                      (296,103)

                                                                     (Gain) loss on investments                                   -                       (14,518)

                                                                      (Gain) loss on license sales and
                                                                      exchanges                                            (91,446)                              -

                                                                     Noncash interest expense                                 1,014                             997

                                                                     Other operating activities                                   3                             505

                                             Changes in assets and
                                             liabilities from
                                             operations

                                                                     Accounts receivable                                     40,459                         (5,781)

                                                                     Inventory                                               38,674                         (8,105)

                                                                     Accounts payable                                      (43,132)                         58,204

                                                                      Customer deposits and deferred
                                                                      revenues                                               13,139                           7,897

                                                                     Accrued taxes                                            1,049                         150,425

                                                                     Accrued interest                                            22                           2,172

                                                                     Other assets and liabilities                         (101,930)                       (81,586)
                                                                                                                           --------                         -------

                                                                                                                            315,642                         521,492
                                                                                                                            -------                         -------


    Cash flows from investing activities

                                             Cash used for additions
                                             to property, plant and
                                             equipment                                                     (339,907)                     (384,281)

                                             Cash paid for
                                             acquisitions and
                                             licenses                                                       (18,681)                      (14,150)

                                             Cash received from
                                             divestitures                                                    125,905                        480,000

                                             Cash received for
                                             investments                                                      10,000                         15,000

                                             Other investing
                                             activities                                                        3,720                         14,127


                                                                                                                          (218,963)                        110,696
                                                                                                                           --------                         -------


    Cash flows from financing activities

                                             Repayment of long-term
                                             debt                                                              (589)                         (605)

                                             TDS Common Shares
                                             reissued for benefit
                                             plans, net of tax
                                             payments                                                            401                            776

                                             U.S. Cellular Common
                                             Shares reissued for
                                             benefit plans, net of
                                             tax payments                                                        830                        (2,206)

                                             Repurchase of TDS Common
                                             Shares                                                         (20,090)                             -

                                             Repurchase of U.S.
                                             Cellular Common Shares                                             (8,298)                      (18,425)

                                             Dividends paid to TDS
                                             shareholders                                                   (29,107)                      (27,598)

                                             U.S. Cellular dividends
                                             paid to noncontrolling
                                             public shareholders                                                              -                       (75,235)

                                             Distributions to
                                             noncontrolling interests                                               (482)                       (3,292)

                                             Other financing
                                             activities                                                        5,502                            331


                                                                                                                           (51,833)                      (126,254)
                                                                                                                            -------                        --------


    Net increase in cash and cash equivalents                                                                           44,846                         505,934

    Cash and cash equivalents

                                            Beginning of period                                              830,014                        740,481


                                            End of period                                                   $874,860                     $1,246,415




                                                                        TDS Telecom Highlights

                                                                     Three Months Ended June 30,

                                                                  (Unaudited, dollars in thousands)


                                                                                                                    Change
                                                                                                                    ------

                                                  2014                  2013                        Amount            Percent
                                                  ----                  ----                        ------            -------

    Wireline

    Operating revenues

                              Residential      $73,360                              $72,911                                $449                   1%

                              Commercial        57,472                               57,128                                 344                   1%

                              Wholesale         49,465                               51,389                             (1,924)                (4%)


                               Total
                               service
                               revenues        180,297                              181,428                             (1,131)                (1%)

                               Equipment
                               sales               431                                  765                               (334)               (44%)


                                                          180,728                                           182,193                 (1,465)                   (1%)
                                                          -------                                           -------                  ------

    Operating expenses

                               Cost of
                               services         64,305                               65,729                             (1,424)                (2%)

                               Cost of
                               equipment
                               sold                481                                1,094                               (613)               (56%)

                               Selling,
                               general and
                               administrative
                               expenses         47,708                               56,692                             (8,984)               (16%)

                               Depreciation,
                               amortization
                               and accretion    41,827                               43,193                             (1,366)                (3%)

                               (Gain) loss on
                               asset
                               disposals,
                               net                 514                                (765)                              1,279                >100%


                                                          154,835                                           165,943                (11,108)                   (7%)
                                                          -------                                           -------                 -------


                               Operating
                               income          $25,893                              $16,250                              $9,643                  59%
                              ----------


    Cable

    Operating revenues

                              Residential      $18,222                     $              -                            $18,222                  N/M

                              Commercial         4,262                                    -                              4,262                  N/M


                                                22,484                                    -                             22,484                  N/M

    Operating expenses

                               Cost of
                               services         11,394                                    -                             11,394                  N/M

                               Selling,
                               general and
                               administrative
                               expenses          6,285                                    -                              6,285                  N/M

                               Depreciation,
                               amortization
                               and accretion     4,557                                    -                              4,557                  N/M

                               Loss on asset
                               disposals,
                               net                 425                                    -                                425                  N/M


                                                           22,661                                                 -                 22,661                     N/M
                                                           ------                                               ---                 ------


                              Operating loss    $(177)                    $              -                             $(177)                 N/M
                              ------------                                           ---


    HMS

    Operating revenues

                               Service
                               revenues        $27,575                              $23,205                              $4,370                  19%

                               Equipment
                               sales            40,361                               18,169                              22,192                >100%


                                                           67,936                                            41,374                  26,562                     64%
                                                           ------                                            ------                  ------

    Operating expenses

                               Cost of
                               services         21,301                               15,071                               6,230                  41%

                               Cost of
                               equipment
                               sold             33,875                               15,114                              18,761                >100%

                               Selling,
                               general and
                               administrative
                               expenses         12,376                                9,361                               3,015                  32%

                               Depreciation,
                               amortization
                               and accretion     6,791                                5,563                               1,228                  22%

                               Loss on asset
                               disposals,
                               net                  44                                   83                                (39)               (47%)


                                                           74,387                                            45,192                  29,195                     65%
                                                           ------                                            ------                  ------


                              Operating loss  $(6,451)                            $(3,818)                           $(2,633)               (69%)
                              ------------


    Intercompany revenues                               $(298)                                           $(107)                 $(191)                >(100)%

    Intercompany expenses                               (298)                                            (107)                  (191)                >(100)%
                                                         ----                                              ----                    ----


    Total TDS Telecom operating
     income                                            $19,265                                           $12,432                  $6,833                     55%
                                                       =======                                           =======                  ======




                                                                         TDS Telecom Highlights

                                                                       Six Months Ended June 30,

                                                                   (Unaudited, dollars in thousands)


                                                                                                                     Change
                                                                                                                     ------

                                                   2014                  2013                        Amount            Percent
                                                   ----                  ----                        ------            -------

    Wireline

    Operating revenues

                              Residential      $145,865                             $145,915                               $(50)                   -

                              Commercial        115,452                              114,253                               1,199                   1%

                              Wholesale          95,913                              101,938                             (6,025)                (6%)


                               Total
                               service
                               revenues         357,230                              362,106                             (4,876)                (1%)

                               Equipment
                               sales                984                                1,662                               (678)               (41%)


                                                           358,214                                           363,768                 (5,554)                   (2%)
                                                           -------                                           -------                  ------

    Operating expenses

                               Cost of
                               services         128,705                              132,168                             (3,463)                (3%)

                               Cost of
                               equipment
                               sold                 964                                2,104                             (1,140)               (54%)

                               Selling,
                               general and
                               administrative
                               expenses          94,228                              114,072                            (19,844)               (17%)

                               Depreciation,
                               amortization
                               and accretion     84,563                               87,216                             (2,653)                (3%)

                               (Gain) loss on
                               asset
                               disposals,
                               net                  759                                (602)                              1,361                >100%


                                                           309,219                                           334,958                (25,739)                   (8%)
                                                           -------                                           -------                 -------


                               Operating
                               income           $48,995                              $28,810                             $20,185                  70%
                              ----------


    Cable

    Operating revenues

                              Residential       $36,475                     $              -                            $36,475                  N/M

                              Commercial          8,512                                    -                              8,512                  N/M


                                                 44,987                                    -                             44,987                  N/M

    Operating expenses

                               Cost of
                               services          22,349                                    -                             22,349                  N/M

                               Selling,
                               general and
                               administrative
                               expenses          12,663                                    -                             12,663                  N/M

                               Depreciation,
                               amortization
                               and accretion      8,918                                    -                              8,918                  N/M

                               Loss on asset
                               disposals,
                               net                  490                                    -                                490                  N/M


                                                            44,420                                                 -                 44,420                     N/M
                                                            ------                                               ---                 ------


                               Operating
                               income              $567                     $              -                               $567                  N/M
                              ----------                                              ---


    HMS

    Operating revenues

                               Service
                               revenues         $54,951                              $45,205                              $9,746                  22%

                               Equipment
                               sales             76,093                               31,733                              44,360                >100%


                                                           131,044                                            76,938                  54,106                     70%
                                                           -------                                            ------                  ------

    Operating expenses

                               Cost of
                               services          38,247                               28,673                               9,574                  33%

                               Cost of
                               equipment
                               sold              64,342                               26,326                              38,016                >100%

                               Selling,
                               general and
                               administrative
                               expenses          27,211                               19,282                               7,929                  41%

                               Depreciation,
                               amortization
                               and accretion     13,469                               11,031                               2,438                  22%

                               Loss on asset
                               disposals,
                               net                   78                                  113                                (35)               (31%)


                                                           143,347                                            85,425                  57,922                     68%
                                                           -------                                            ------                  ------


                              Operating loss  $(12,303)                            $(8,487)                           $(3,816)               (45%)
                              ------------


    Intercompany revenues                                $(979)                                           $(185)                 $(794)                >(100)%

    Intercompany expenses                                (979)                                            (185)                  (794)                >(100)%
                                                          ----                                              ----                    ----


    Total TDS Telecom operating
     income                                             $37,259                                           $20,323                 $16,936                     83%
                                                        =======                                           =======                 =======


                                                                Telephone and Data Systems, Inc.

                                                             Financial Measures and Reconciliations

                                                               (Unaudited, dollars in thousands)


                                                    TDS Consolidated
                                                    ----------------


                                 Three Months Ended                          Six Months Ended

                                      June 30,                                   June 30,
                                      --------                                   --------

                                            2014                              2013                    2014   2013
                                            ----                              ----                    ----   ----


      Cash flows from
      operating
      activities                                                  $210,705                          $275,140      $315,642 $521,492

      Add: Sprint Cost
      Reimbursement                                                 22,862                                 -       34,116        -

      Less: Cash used
      for additions to
      property,                                                    189,017                           207,963       339,907  384,281

        plant and
         equipment


     Adjusted free cash flow (1)                                   $44,550                           $67,177        $9,851 $137,211
                                                                   =======                           =======        ====== ========



    (1)              Adjusted free cash flow is defined as
                     Cash flows from operating activities,
                     as adjusted for cash proceeds from the
                     Sprint Cost Reimbursement (which are
                     included in Cash flows from investing
                     activities in the Consolidated
                     Statement of Cash Flows), less Cash
                     used for additions to property, plant
                     and equipment. Adjusted free cash flow
                     is a non-GAAP financial measure which
                     TDS believes may be useful to investors
                     and other users of its financial
                     information in evaluating the amount of
                     cash generated by business operations
                     (including cash proceeds from the
                     Sprint Cost Reimbursement), after Cash
                     used for additions to property, plant
                     and equipment. The prior manner of
                     calculating free cash flow has been
                     adjusted to include the Sprint Cost
                     Reimbursement. The reason for this is
                     that the Sprint decommissioning cash
                     outflows are included in "Cash flows
                     from operating activities," but the
                     reimbursements from Sprint related to
                     these outflows are not included in this
                     caption.

SOURCE Telephone and Data Systems, Inc.